Task: Question Answering
Input (English): TREATMENT                                                        WITH RESPECT TO CERTAIN                                                        PORTIONS OF THIS                                                        AGREEMENT ACCORDINGLY,                                                        CERTAIN PORTIONS HAVE                                                        BEEN REDACTED

                                                                    Exhibit 10.1

                              SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 31st day of March, 1998 (Effective Date), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and CyberShop, a Delaware corporation, located at 130 Madison Avenue, New York, New York 10016 (Client).

                                    RECITALS

A.    Excite maintains a site on the Internet at http://www.excite.com (the       Excite Site), a site at http://www.webcrawler.com (the WebCrawler       Site) and owns, manages or is authorized to place advertising on       affiliated Web sites worldwide (collectively, the Excite Network) which,       among other things, allow its users to search for and access content and       other sites on the Internet.

B.    Within the Excite Site and the WebCrawler Site, Excite currently organizes       certain content into topical channels, including shopping channels (the       Shopping Channels).

C.    Client operates an on-line department store at its Web site located at       http:// cybershop.com (the Client Site).

D.    Client wishes to promote its business to Excite's users through promotions       and advertising in various portions of the Excite Network.

Therefore, the parties agree as follows:

1.    SPONSORSHIP OF THE SHOPPING CHANNELS

      a)    Commencing on the Launch Date (as defined below), Client will be             promoted in the Excite Shopping Channel and the WebCrawler Shopping             Channel:

                  i)    A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the Excite Shopping Channel home page Such                         a Deal promotional rotation in two (2) separate                         one-week rotations during each year of the term of the                         Agreement, once every six (6) months.

                  ii)   A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the Excite Shopping Channel home page Shop                         Here First promotional rotation in four (4) separate                         one-week rotations during each year of the term of the                         Agreement, once every quarter.

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                  iii)  A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed on the Excite Shopping Channel home page under                         the department listings, subject to the following                         conditions:

                              A)    Client is allocated eight (8) separate                                     one-week link displays in each year of the                                     term of the Agreement. Only one (1) link to                                     the Client Site may be displayed on the                                     Excite Shopping Channel home page under the                                     department listings at any one time. Links                                     to the Client Site may not appear under the                                     Auctions, Books or Gourmet & Groceries                                     department listings and may not appear in                                     more than four (4) different department                                     listings during each year of the term of the                                     Agreement.

                              B)    The display of all links on the Excite                                     Shopping Channel home page under the                                     department listings is subject to                                     availability at the time.

                  iv)   A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed on the front pages of the following                         departments of the Excite Shopping Channel subject to                         the following conditions:

                              A)    A link to the Client Site will be displayed





                                    on the front page of the Department Stores &                                     Malls department of the Excite Shopping                                     Channel for the term of the Agreement.

                              B)    A link to the Client Site will be displayed                                     on the front page of one other department of                                     the Excite Shopping Channel of Client's                                     choice for the term of the Agreement, other                                     than the Auctions, Books or Gourmet &                                     Groceries departments of the Excite Shopping                                     Channel.

                              C)    Client is allocated twelve (12) months of                                     link display in three (3) separate                                     four-month blocks on the front page of                                     departments of the Excite Shopping Channel                                     other than the Auctions, Books, Department                                     Stores & Malls or Gourmet & Groceries                                     departments of the Excite Shopping Channel                                     in each year of the term of the Agreement.                                     This allocation of links may not be used in                                     more than one (1) department at any one                                     time.

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                  v)    A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the Shop Here First promotional rotation                         on the front pages of the following departments of the                         Excite Shopping Channel subject to the following                         conditions:

                              A)    Client is allocated four (4) separate                                     four-week link displays in the Shop Here                                     First promotional rotation on the front                                     page of departments of the Excite Shopping                                     Channel other than the Auctions, Books or                                     Gourmet & Groceries departments of the                                     Excite Shopping Channel in each year of the                                     term of the Agreement. This allocation of                                     links may not be used in more than one (1)                                     department at any one time.

                  vi)   A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the WebCrawler Shopping Channel home page                         Special Web Price! promotional rotation in two                         separate one-week rotations during each year of the term                         of the Agreement, once every six (6) months.

                  vii)  A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the WebCrawler Shopping Channel home page                         Featured Merchants promotional rotation in four                         separate one-week rotations during each year of the term                         of the Agreement, once every quarter.

                  viii) A link or links to the Client Site (consistent with the                         format used on similar links on the same page) will be                         displayed on the WebCrawler Shopping Channel home page                         under the department listings, subject to the following                         conditions:

                              A)    Client is allocated eight (8) separate                                     one-week link displays in each year of the                                     term of the Agreement. Only one (1) link to                                     the Client Site may be displayed on the                                     WebCrawler Shopping Channel home page under                                     the department listings at any one time.                                     Links to the Client Site may not appear in                                     more than four (4) different department                                     listings during each year of the term of the                                     Agreement.

                              B)    Links to the Client Site may not appear                                     under the Auctions, Books or Home &                                     Groceries department listings.

                              C)    The display of all links on the WebCrawler                                     Shopping Channel home page under the                                     department listings is subject to the                                     availability at the time.

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                  ix)   A link to the Client Site (consistent with the format                         used on similar links on the same page) will be





                        displayed on the front pages of the following                         departments of the WebCrawler Shopping Channel subject                         to the following conditions:

                              A)    A link to the Client Site will be displayed                                     on the front page of four (4) departments of                                     the WebCrawler Shopping Channel of Client's                                     choice for the term of the Agreement, other                                     than the Auctions, Books or Home & Groceries                                     departments of the WebCrawler Shopping                                     Channel.

                  x)    A link to the Client Site (consistent with the format                         used on similar links on the same page) will be                         displayed in the Featured Merchants promotional                         rotation on the front pages of the following departments                         of the WebCrawler Shopping Channel subject to the                         following conditions:

                              A)    Client is allocated four (4) separate                                     four-week link displays in the Featured                                     Merchants promotional rotation on the front                                     page of departments of the WebCrawler                                     Shopping Channel other than the Auctions,                                     Books or Home & Groceries departments of the                                     Excite Shopping Channel in each year of the                                     term of the Agreement. This allocation of                                     links may not be used in more than one (1)                                     department at any one time.

                  xi)   Excite will deliver XXXXXXXXX impressions of the Client                         promotional placements described in this Section 1                         during the first year of the term of this Agreement.                         Sixty (60) days prior to the end of the first year after                         the Launch Date, Excite and Client will negotiate in                         good faith to establish allocated number of impressions,                         advertising banners and promotional placements described                         in this Section 1 for the second year of the term of the                         Agreement. If the parties fail to reach agreement                         concerning performance details for the second year of                         the term, Client may cancel, effective on the later of                         the first anniversary of this Agreement or such time as                         Excite has delivered XXXXXXX clickthroughs, provided                         this latter date is not more than 16 months after the                         Launch Date.

2.    SPONSORSHIP OF EXCITE LIFESTYLE CHANNEL

      a)    A link to the Client Site (consistent with the format used on             similar links on the same page) will be displayed in the Excite             Lifestyle Channel home page Exciting Stuff promotional rotation in             one (1) one-week rotation each month during the term of the             Agreement. Excite will make reasonable commercial

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            efforts to display this link during mutually-determined holiday             weeks, subject to availability.

      b)    A link to the Client Site (consistent with the format used on             similar links on the same page) will be programmed in the default             configuration of the Favorite Links listing of Web sites on the             Home & Garden department home page of the Excite Lifestyle Channel             during the term of the Agreement. Due to the user's control over the             Web sites displayed in the Favorite Links listing, the parties             acknowledge that Excite cannot guarantee or estimate the number of             times Client's link in the Favorite Links listing will be             displayed.

      c)    Excite will deliver XXXXXXXXXXXXXXXX impressions of the Client             promotional placements described in this Section 2 during the first             year of the term of this Agreement. Sixty (60) days prior to the end             of the first year after the Launch Date, Excite and Client will             negotiate in good faith to establish allocated number of             impressions, advertising banners and promotional placements             described in this Section 2 for the second year of the term of the             Agreement. If the parties fail to reach agreement concerning             performance details for the second year of the term, Client may             cancel, effective on the later of the first anniversary of this             Agreement or such time as Excite has delivered XXXXXXX             clickthroughs, provided this latter date is not more than 16 months             after the Launch Date.

3.    SPONSORSHIP OF EXCITE ENTERTAINMENT CHANNEL

      a)    A link to the Client Site (consistent with the format used on             similar links on the same page) will be displayed in the Exciting             Stuff promotional rotation on Client's choice or either the home             page of the Music or Movies department of the Excite Entertainment             Channel in one (1) one-week rotation each month during the term of             the Agreement, subject to availability. Excite will make reasonable             commercial efforts to display this link during mutually-determined





            holiday weeks, subject to availability.

      b)    Excite will deliver XXXXXXXXXXXX impressions of the Client             promotional placements described in this Section 3 during the first             year of the term of this Agreement. Sixty (60) days prior to the end             of the first year after the Launch Date, Excite and Client will             negotiate in good faith to establish allocated number of             impressions, advertising banners and promotional placements             described in this Section 3 for the second year of the term of the             Agreement. If the parties fail to reach agreement concerning             performance details for the second year of the term, Client may             cancel, effective on the later of the first anniversary of this             Agreement or such time as Excite has delivered XXXXXXX             clickthroughs, provided this latter date is not more than 16 months             after the Launch Date.

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4.    SPONSORSHIP OF WEBCRAWLER HOME & FAMILY CHANNEL

      a)    A link to the Client Site (consistent with the format used on             similar links on the same page) will be displayed in the Services             (or equivalent) promotional rotation on the home page of the             WebCrawler Home & Family Channel in two (2) separate one-week             rotations each year during the term of the Agreement, once every six             (6) months.

      b)    Excite will deliver XXXXXXXXXXXX impressions of the Client             promotional placements described in this Section 4 during the first             year of the term of this Agreement. Sixty (60) days prior to the end             of the first year after the Launch Date, Excite and Client will             negotiate in good faith to establish allocated number of             impressions, advertising banners and promotional placements             described in this Section 4 for the second year of the term of the             Agreement. If the parties fail to reach agreement concerning             performance details for the second year of the term, Client may             cancel, effective on the later of the first anniversary of this             Agreement or such time as Excite has delivered XXXXXXXX             clickthroughs, provided this latter date is not more than 16 months             after the Launch Date.

5.    ADVERTISING ON THE EXCITE SITE

      a)    Excite will display Client's banner advertising on Excite Search             results pages in response to mutually determined keywords, subject             to availability.

      b)    Excite will display Client's banner advertising in rotation on             mutually determined Excite Channels, subject to availability.

      c)    Excite guarantees the display of XXXXXX such banners during the             first year of the term of the Agreement. Sixty (60) days prior to             the end of the first year after the Launch Date, Excite and Client             will negotiate in good faith to establish allocated number of             impressions, advertising banners and promotional placements             described in this Section 5 for the second year of the term of the             Agreement. If the parties fail to reach agreement concerning             performance details for the second year of the term, Client may             cancel, effective on the later of the first anniversary of this             Agreement or such time as Excite has delivered XXXXXXX             clickthroughs, provided this latter date is not more than 16 months             after the Launch Date.

      d)    Excite will provide forty-eight (48) hour turnaround on replacing             GIF banners supplied by Client. HTML advertising banners must be             submitted by Client to Excite for review at least five (5) business             days in advance of Excite

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            beginning implementation. After completing its review, Excite will             implement approved HTML banners in no more than two (2) business             days.

      e)    Client may have up to twenty (20) different advertising banners in             rotation for display during any one week. Excite will link Client's             advertising banners to a maximum of twenty (20) different URLs             submitted by Client.

6.    LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

      a)    Client and Excite will use reasonable efforts to implement the             display of the promotional placements and advertising described in             the Agreement by April 15, 1998 (the Launch Date).

      b)    Excite will have sole responsibility for providing, hosting and             maintaining, at its expense, the Excite Network. Excite will have             sole control over of the look and feel of the Excite Network





            including, but not limited to, the display, appearance and placement             of the parties' respective names and/or brands and the promotional             links.

      c)    Excite will in good faith ensure Client that the above mentioned             banners and promotional placements will be more prominently             presented than any other competitive retailer's banners or             promotional placements for the term of the Agreement. For the             purposes of this Agreement, a competitive retailer means an             on-line department store comparable to Bloomingdale's, Macy's,             Burdine's, Shopping.com, Chef's Catalog or iQVC.

      d)    Excite will provide Client with monthly reports substantiating the             number of impressions of Client's advertising banners and             promotional placements displayed on the Excite Network and the             resulting number of clickthroughs to the Client's site. At the time             that Excite makes audited impression reports available to its             advertisers, Client will receive audited impression reports.

7.    SPONSORSHIP, ADVERTISING AND VARIABLE REVENUE SHARE FEES

      a)    In exchange for XXXXXXXXXXXXXXXXXXXXXXXX the Client will pay Excite             sponsorship and advertising fees of XXXXXXXXXXX for the first year             of the term of the Agreement. These fees will be paid in equal             monthly installments

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            of XXXXXXXXXXXXXXXXX. The first monthly payment will be due upon the             display of the first of the promotional placements and advertising             described in the Agreement. Subsequent installments will be due on a             monthly basis thereafter. XXXXXXXXXXXXXXXXXXXXXX.

      b)    In exchange for XXXXXXXXXXXXX the Client will pay Excite sponsorship             and advertising fees of XXXXXXXXXXXXXXXXX for the second year of the             term of the Agreement. These fees will be paid in equal monthly             installments of XXXXXXXXXXXXXXXXXXXXXXX. The first monthly payment             will be due upon the first anniversary of the display of the first             of the promotional placements and advertising described in the             Agreement. Subsequent installments will be due on a monthly basis             thereafter. XXXXXXXXXXXXXXX.

      c)    Excite will maintain accurate records of the XXXXXXXXXXX delivered             under this Agreement as described in Sections 7(a) and 7(b). Should             these results differ to those provided by Client's server by more             than 10%, Client may, once per quarter during Excite's regular             business hours and at Client's sole expense, review these records to             verify the accuracy and appropriate accounting of XXXXXXXXX             delivered pursuant to the Agreement. Should Client's review             determine that Excite's XXXXXXXX results are inaccurate by 5% or             more, then Excite shall pay for all reasonable costs incurred by             Client for the review of Excite's records.

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      d)    Separate and apart from the sponsorship and advertising fees paid             for the XXXXXXXXXXXXXXXXXXXXXXXXXX detailed above in Sections 7(a)             and 7(b), Client will pay Excite a variable revenue share to be             calculated based on sales, excluding any and all amounts collected             for sales tax, shipping and handling charges, and credits for             returned goods and/or services, Client derives from visits to the             Client Site via links from the promotional placements and             advertising on the Excite Site described in Sections 1 - 5. Payments             will be made according to the following schedule:

                  i)    For the year between the Launch Date and the first                         anniversary of the Launch Date:

                              o     For revenues between XXXXXXXXXXXXXXXX of                                     sales, excluding any and all amounts                                     collected for sales tax, shipping and                                     handling charges, and credits for returned                                     goods and/or services.

                              o     For revenues in excess of                                     XXXXXXXXXXXXXXXXXXX of all sales, excluding                                     any and all amounts collected for sales tax,                                     shipping and handling charges, and credits                                     for returned goods and/or services.

                  ii)   For the year between the first anniversary of the Launch                         Date and the second anniversary of the Launch Date:

                              o     For revenues between XXXXXXXXXXXXXX of                                     sales, excluding any and all amounts                                     collected for sales tax, shipping and                                     handling charges, and credits for returned





                                    goods and/or services.                                 o     For revenues in excess of XXXXXXXXXXXXX of                                     all sales, excluding any and all amounts                                     collected for sales tax, shipping and                                     handling charges, and credits for returned                                     goods and/or services.

                              o     For revenues in excess of                                     XXXXXXXXXXXXXXXXXXXXXX of all sales,                                     excluding any and all amounts collected for                                     sales tax, shipping and handling charges,                                     and credits for returned goods and/or                                     services.

                              o     For revenues in excess of XXXXXXX of all                                     sales, excluding any and all amounts                                     collected for sales tax, shipping and                                     handling charges, and credits for returned                                     goods and/or services.

      e)    Client will pay Excite its variable revenue share payments within             thirty (30) days after the close of each month.

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      f)    The sponsorship and advertising fees and variable revenue share             payments are net of any agency commissions to be paid by Client.

      g)    Client will maintain accurate records with respect to the             calculation of all variable revenue share payments due under this             Agreement. Once per year, the parties will review these records to             verify the accuracy and appropriate accounting of all payments made             pursuant to the Agreement. In addition, Excite may, upon no less             than thirty (30) days prior written notice to Client, cause an             independent Certified Public Accountant to inspect the records of             Client reasonably related to the calculation of such payments during             Client's normal business hours. The fees charged by such Certified             Public Accountant in connection with the inspection will be paid by             Excite unless the payments made to Excite are determined to have             been less than ninety-five percent (95%) of the payments actually             owed to Excite, in which case Client will be responsible for the             payment of the reasonable fees for such inspection.

8.    PUBLICITY

            Unless required by law, neither party will make any public             statement, press release or other announcement relating to the terms             of or existence of this Agreement without the prior written approval             of the other. Such approval will not be unreasonably withheld.             Notwithstanding the foregoing, the parties agree to issue an initial             press release regarding the relationship between Excite and Client,             the timing and wording of which will be mutually agreed upon.

9.    TERM AND TERMINATION

      a)    The term of this Agreement will begin on the Launch Date and will             not end until Excite displays of a total of XXXXXXXXXXXXX             impressions of Client's advertising banners and promotional             placements on the Excite Site and Excite has made reasonable             commercial efforts to deliver, at minimum, a goal of XXXXXXXX             clickthroughs to the Client Site. Regardless of Excite's actual             delivery of impressions and clickthroughs, the term of this             Agreement will not be shorter than two (2) years after the display             of the first of Client's advertising banners and promotional             placements, subject to the termination rights set forth below.

      b)    Sixty (60) days prior to the end of the first year after the Launch             Date, Excite and Client will negotiate in good faith to establish             allocated number of impressions, advertising banners and promotional             placements for the second year of the term of the Agreement.

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      c)    Excite's goal is to deliver XXXXXXXXXXXXXXXXXXXXXXXX clickthroughs             to the Client Site during the fourth through sixth months             (inclusive) after the Launch Date, XXXXXXXXXXXXXXXX clickthroughs to             the Client Site during the seventh through ninth months (inclusive)             after the Launch Date, and XXXXXXXXXXXXXXXXXXXX clickthroughs to the             Client Site during the ninth through twelfth months (inclusive)             after the Launch Date.

      d)    In the event that Excite has not delivered XXXXXXXXXXXXXXXX             clickthroughs to the Client Site by the end of twelve (12) months             after the Launch Date, the first year of the term of the Agreement             will be extended without additional sponsorship and advertising fees             for up to an additional four (4) months. In the event that Excite             has not delivered XXXXXXXXXXXXXXXXXXXXX clickthroughs to the Client





            Site by end of the additional four-month period, Client may             terminate this Agreement immediately upon delivery of written notice             to Excite.

      e)    Either party may terminate this Agreement if the other party             materially breaches its obligations hereunder and such breach             remains uncured for thirty (30) days following the notice to the             breaching party of the breach.

      f)    All undisputed payments that have accrued prior to the termination             or expiration of this Agreement will be payable in full within             thirty (30) days thereof.

      g)    The provisions of Section 12 (Confidentiality and User Data),             Section 13 (Indemnity), Section 14 (Limitation of Liability) and             Section 15 (Dispute Resolution) will survive any termination or             expiration of this Agreement.

10.   TRADEMARK OWNERSHIP AND LICENSE

      a)    Client will retain all right, title and interest in and to its             trademarks, service marks and trade names worldwide, subject to the             limited license granted to Excite hereunder.

      b)    Excite will retain all right, title and interest in and to its             trademarks, service marks and trade names worldwide, subject to the             limited license granted to Client hereunder.

      c)    Each party hereby grants to the other a non-exclusive, limited             license to use its trademarks, service marks or trade names only as             specifically described in this Agreement. All such use shall be in             accordance with each party's reasonable policies regarding             advertising and trademark usage as established from time to time.

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      d)    Upon the expiration or termination of this Agreement, each party             will cease using the trademarks, service marks and/or trade names of             the other except:

                  i)    As the parties may agree in writing; or

                  ii)   To the extent permitted by applicable law.

11.   CONTENT OWNERSHIP

      a)    Client will retain all right, title and interest in and to the             Client Site worldwide including, but not limited to, ownership of             all copyrights and other intellectual property rights therein.

      b)    Excite will retain all right, title, and interest in and to the             Excite Network worldwide including, but not limited to, ownership of             all copyrights, look and feel and other intellectual property rights             therein.

12.   CONFIDENTIALITY AND USER DATA

      a)    For the purposes of this Agreement, Confidential Information means             information about the disclosing party's (or its suppliers')             business or activities that is proprietary and confidential, which             shall include all business, financial, technical and other             information of a party marked or designated by such party as             confidential or proprietary or information which, by the nature             of the circumstances surrounding the disclosure, ought in good faith             to be treated as confidential.

      b)    Confidential Information will not include information that (i) is in             or enters the public domain without breach of this Agreement, (ii)             the receiving party lawfully receives from a third party without             restriction on disclosure and without breach of a nondisclosure             obligation, (iii) the receiving party knew prior to receiving such             information from the disclosing party or (iv) the receiving party             develops independent of any information originating from the             disclosing party.

      c)    Each party agrees (i) that it will not disclose to any third party             or use any Confidential Information disclosed to it by the other             except as expressly permitted in this Agreement and (ii) that it             will take all reasonable measures to maintain the confidentiality of             all Confidential Information of the other party in its possession or             control, which will in no event be less than the measures it uses to             maintain the confidentiality of its own information of similar             importance.

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      d)    The usage reports provided by Excite to Client hereunder will be             deemed to be the Confidential Information of Excite.





      e)    The terms and conditions of this Agreement will be deemed to be             Confidential Information and will not be disclosed without the             written consent of the other party.

      f)    For the purposes of this Agreement, User Data means all             information pertaining to users referred to the Client Site from the             Excite Network during the term of the Agreement that is not             submitted by or collected from Users in connection with their             purchases or other interactive activities while signed on to the             Client Site. The parties acknowledge that any individual user of the             Internet could be a user of Excite and/or Client through activities             unrelated to this Agreement and that user data gathered independent             of this Agreement, even from individuals who are users of both             parties' services, will not be deemed to be User Data for the             purposes of this Agreement.

      g)    User Data will be deemed to be the joint property of the parties             and, subject to the limitations contained herein, both parties will             retain all rights to make use of any User Data obtained through this             Agreement.

      h)    Client will provide to Excite all User Data collected by Client             within thirty (30) days following the end of each calendar month             during the term of this Agreement in a mutually-determined             electronic format.

      i)    Client will not use User Data to directly or indirectly solicit any             Excite users either individually or in the aggregate during the term             of this Agreement and for a period of twelve (12) months following             the expiration or termination of this Agreement.

      j)    Neither party will sell, disclose, transfer or rent any User Data             which could reasonably be used to identify a specific named             individual (Individual Data) to any third party nor will either             party use Individual Data on behalf of any third party without the             express permission of the individual user. Where user permission for             dissemination of Individual Data to third parties has been obtained,             each party will use commercially reasonable efforts to require the             third party recipients of Individual Data to provide an             unsubscribe feature in any email communications generated by, or             on behalf of, the third party recipients of Individual Data.

      k)    Notwithstanding the foregoing, each party may disclose Confidential             Information or User Data (i) to the extent required by a court of             competent jurisdiction or other governmental authority or otherwise             as required by law or (ii) on a need-to-know basis under an             obligation of confidentiality to its legal counsel, accountants,             banks and other financing sources and their advisors.

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13.   INDEMNITY

      a)    Client will indemnify, defend and hold harmless Excite, its             affiliates, officers, directors, employees, consultants and agents             from any and all third party claims, liability, damages and/or costs             (including, but not limited to, attorneys fees) arising from:

                  i)    The breach of any representation or covenant in this                         Agreement; or

                  ii)   Any claim that Client's advertising banners infringe or                         violate any third party's copyright, patent, trade                         secret, trademark, right of publicity or right of                         privacy or contain any defamatory content; or

                  iii)  Any claim arising from content displayed on the Client                         Site.

            Excite will promptly notify Client of any and all such claims and             will reasonably cooperate with Client with the defense and/or             settlement thereof; provided that, if any settlement requires an             affirmative obligation of, results in any ongoing liability to or             prejudices or detrimentally impacts Excite in any way and such             obligation, liability, prejudice or impact can reasonably be             expected to be material, then such settlement shall require Excite's             written consent (not to be unreasonably withheld or delayed) and             Excite may have its own counsel in attendance at all proceedings and             substantive negotiations relating to such claim.

      b)    Excite will indemnify, defend and hold harmless Client, its             affiliates, officers, directors, employees, consultants and agents             from any and all third party claims, liability, damages and/or costs             (including, but not limited to, attorneys fees) arising from:

                  i)    The breach of any representation or covenant in this                         Agreement; or

                  ii)   Any claim arising from the Excite Network other than                         content or services provided by Client.

            Client will promptly notify Excite of any and all such claims and





            will reasonably cooperate with Excite with the defense and/or             settlement thereof; provided that, if any settlement requires an             affirmative obligation of, results in any ongoing liability to or             prejudices or detrimentally impacts Client in any way and such             obligation, liability, prejudice or impact can reasonably be             expected to be material, then such settlement shall require Client's             written consent (not to be unreasonably withheld or delayed) and             Client may have its own counsel in attendance at all proceedings and             substantive negotiations relating to such claim.

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      c)    EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY             WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND             HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL             IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR             PURPOSE REGARDING SUCH SUBJECT MATTER.

14.   LIMITATION OF LIABILITY

            EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER PARTY             BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL             DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING             NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED             OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR             DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR             ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE             AMOUNTS TO BE PAID BY CLIENT TO EXCITE HEREUNDER.

15.   DISPUTE RESOLUTION

      a)    The parties agree that any breach of either of the parties'             obligations regarding trademarks, service marks or trade names,             confidentiality and/or User Data would result in irreparable injury             for which there is no adequate remedy at law. Therefore, in the             event of any breach or threatened breach of a party's obligations             regarding trademarks, service marks or trade names or             confidentiality, the aggrieved party will be entitled to seek             equitable relief in addition to its other available legal remedies             in a court of competent jurisdiction.

      b)    In the event of disputes between the parties arising from or             concerning in any manner the subject matter of this Agreement, other             than disputes arising from or concerning trademarks, service marks             or trade names, confidentiality and/or User Data, the parties will             first attempt to resolve the dispute(s) through good faith             negotiation. In the event that the dispute(s) cannot be resolved             through good faith negotiation, the parties will refer the             dispute(s) to a mutually acceptable mediator.

      c)    In the event that disputes between the parties arising from or             concerning in any manner the subject matter of this Agreement, other             than disputes arising from or concerning trademarks, service marks             or trade names, confidentiality and/or User Data, cannot be resolved             through good faith negotiation and mediation, the parties will refer             the dispute(s) to the American Arbitration Association for             resolution through binding arbitration by a single arbitrator

                                       15

                                                                    CONFIDENTIAL

            pursuant to the American Arbitration Association's rules applicable             to commercial disputes.

16.   GENERAL

      a)    Assignment. Neither party may assign this Agreement, in whole or in             part, without the other party's written consent (which will not be             unreasonably withheld), except that no such consent will be required             in connection with (i) a merger, reorganization or sale of all, or             substantially all, of such party's assets or (ii) either party's             assignment and/or delegation of its rights and responsibilities             hereunder to a wholly-owned subsidiary or joint venture in which the             assigning party holds an interest. Any attempt to assign this             Agreement other than as permitted above will be null and void.

      b)    Governing Law. This Agreement will be governed by and construed in             accordance with the laws of the State of New York, notwithstanding             the actual state or country of residence or incorporation of Excite             or Client.

      c)    Notice. Any notice under this Agreement will be in writing and             delivered by personal delivery, express courier, confirmed             facsimile, confirmed email or certified or registered mail, return             receipt requested, and will be deemed given upon personal delivery,             one (1) day after deposit with express courier, upon confirmation of             receipt of facsimile or email or five (5) days after deposit in the             mail. Notices will be sent to a party at its address set forth in             this Agreement or such other address as that party may specify in





            writing pursuant to this Section.

      d)    No Agency. The parties are independent contractors and will have no             power or authority to assume or create any obligation or             responsibility on behalf of each other. This Agreement will not be             construed to create or imply any partnership, agency or joint             venture.

      e)    Force Majeure. Any delay in or failure of performance by either             party under this Agreement will not be considered a breach of this             Agreement and will be excused to the extent caused by any occurrence             beyond the reasonable control of such party including, but not             limited to, acts of God, power outages and governmental             restrictions.

      f)    Severability. In the event that any of the provisions of this             Agreement are held to be unenforceable by a court or arbitrator, the             remaining portions of the Agreement will remain in full force and             effect.

      g)    Entire Agreement. This Agreement is the complete and exclusive             agreement between the parties with respect to the subject matter             hereof, superseding any prior agreements and communications (both             written and oral) regarding

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                                                                    CONFIDENTIAL

            such subject matter. This Agreement may only be modified, or any             rights under it waived, by a written document executed by both             parties.

      h)    Counterparts. This Agreement may be executed in counterparts, each             of which will serve to evidence the parties' binding agreement.

CyberShop                                Excite, Inc.

By: /s/ Jill Markus                      By: /s/ Robert C. Hood     ---------------------------              -----------------------------------

Name:  Jill Markus                       Name:  Robert C. Hood        ------------------------                 --------------------------------

Title: V.P. Store Development            Title: Exec. VP-Chief Financial Officer        ------------------------                 --------------------------------

Date: March 31, 1998                     Date: March 31, 1998       -------------------------                ---------------------------------

130 Madison Avenue                       555 Broadway New York, New York 10016                 Redwood City, California 94063 212.532.3553 (voice)                     650.568.6000 (voice) 212.532.3613 (fax)                       650.568.6030 (fax)

                                       17 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Output (English): 43872