exv10w8w1



 





Exhibit 10.8.1




	 	 	 
	 

	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.






Addendum Number 2 to the LiveWorld Services Agreement

By and Between LiveWorld, Inc. and EBay Inc.




     This Addendum No. 2 to the LiveWorld Services Agreement (the “Agreement”) is entered into as
of November 20, 2006, by and between LiveWorld, Inc., a (“LiveWorld”) and eBay Inc. (including the
eBay Affiliates) (collectively “eBay”), is effective as of January 1, 2007 (the “Effective Date”).



RECITALS




     A. LiveWorld and eBay Inc. entered into the Agreement as of May 6, 2004, as amended in
Addendum Number 1, dated January 6, 2005, pursuant to which inter alia, LiveWorld agreed to provide
among other services, discussion boards and other discussion board management functions in
connection with the community area of the eBay site.



     B. eBay and LiveWorld have agreed to modify certain terms of the Agreement.



     NOW THEREFORE, LiveWorld and eBay hereby agree as follows:



AGREED TERMS





	 	1.	 	Section 2.1 is deleted and replaced with the following:
	 
	 	 	 	“For the duration of the Term LiveWorld shall provide to eBay and the
applicable eBay Affiliates (as identified in Exhibit A-1 or a SOW
(defined below)) the LiveWorld Services identified in Exhibit A-1 to this
Agreement in accordance with the terms and conditions of the Agreement
and the exhibits attached hereto. A further description of certain
LiveWorld Services identified in Exhibits A-1 and additional terms that
relate to such LiveWorld Services is attached hereto as Exhibit A-3. The
parties acknowledge and agree that as part of the LiveWorld Services.
LiveWorld will continue to provide eBay with access to the eBay Site
activity reporting tools that are made available to eBay as of the
Effective Date of this Agreement or similar reports providing equivalent
data. Additionally, LiveWorld will automatically validate the internal
consistency of all data relating to the LiveWorld Services before it’s
sent to the data warehouse (data inaccuracy includes no data as well as
wrong date), through the implementation of auto-validation systems
comparing data from logs and databases to detect abnormalities in their
relationship




 









 







	 	 	 
	 

	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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	 	 	 	(e.g. flag when data is higher than usual), eBay assumes
that all data sent to the eBay data warehouse is an accurate
representation of day-to-day
activity. Whenever an event occurs that impacts the accuracy of the
data-stream, LiveWorld should detect each event, take appropriate action
to remedy the situation in a reasonable amount of time, and document each
event. LiveWorld will make commercially reasonable efforts to regenerate
data within 3 Business days of an event’s detection and notify eBay to
re-pull the data into eBay’s data warehouse. LiveWorld will submit a
comprehensive report of all events that affect the data-stream to eBay by
the last day of June and December of each year. LiveWorld will operate
the LiveWorld Services on its systems and network infrastructure and
shall provide all necessary hardware, software, network equipment and
bandwidth to implement and maintain the LiveWorld Services. All web
pages that LiveWorld shall provide to Users in connection with the
LiveWorld Services shall be subject to eBay’s prior review and written
approval which may be withheld in eBay’s sole discretion.”
	 
	 	2.	 	Section 4.2 is deleted and replaced with the following:
	 
	 	 	 	“Use of User Data and Transaction Date. eBay shall own any User
Data, Transaction Data, and/or content posted to any forums gathered from
the eBay Site or the LiveWorld Web Site in the course of this Agreement.”
	 
	 	3.	 	A new Section 11.1(a) is added as follows:
	 
	 	 	 	“Renewal Terms(s). Unless terminated earlier pursuant to the
termination provisions in this Section 11, this Agreement shall renew for
three (3) years from the Addendum Effective Date (“Renewal Term”). The
Renewal Term shall also be referred to herein as “Term” or “term”. The
fees applicable to the Renewal Terms are listed in Exhibit A-1.”
	 
	 	4.	 	Section 11.2 is deleted and replaced with the following:
	 
	 	 	 	“Termination. Either party may terminate this Agreement upon a
breach of any material term of this Agreement if the non-breaching party
gives notice of the breach and the other party fails to cure the breach
within [***] calendar days after written notice is sent. eBay may
terminate this Agreement: (1) after [***] days written notice to
LiveWorld if LiveWorld fails to achieve the performance service levels
set forth in Section 1.1 Exhibit D [***] in a [***]-day period or [***]
times in a [***]-day period;




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	 	 	 	(2) after [***] days written notice to
LiveWorld if LiveWorld fails to meet any of its obligations set forth in
Sections 2-10 of Exhibit D and does not cure such failure within [***]
days following written notice thereof; (3) in accordance with Exhibit D
(“Information Security Service Level Agreement”); or (4) after a period
of not less than [***] months from the Addendum Effective Date, eBay US
or any Affiliate may terminate its respective LiveWorld Services for
convenience upon [***] days written notice to LiveWorld. After the first
[***] months from the Addendum
Effective Date, eBay or any eBay Affiliate operating under Monthly
Operational Levels 1 through Level 10, detailed in Exhibit A-1, may
terminate their respective LiveWorld Services for convenience upon [***]
days advance written notice to LiveWorld with a penalty equal to [***]%
of the remaining total minimum monthly fees (detailed in Exhibit A-1 for
the level appropriate to the canceling entity) that would have been
incurred within the initial [***] month period (Calendar 2007, the
contractual year) had there been no cancellation.”
	 
	 	5.	 	Section 11.4 is deleted and replaced with the following:
	 
	 	 	 	“Effects of Expiration or Termination. Upon the expiration or
termination of the Agreement, each party shall destroy all Confidential
Information of the other party in its possession, or, at the request of
the other party, return such Confidential Information to the other party.
LiveWorld will assist eBay with the migration of all User Data, eBay
Content, and Transaction Data to eBay or a third party service provider
eBay in a format specified by eBay. All accrued payment obligations of
LiveWorld and eBay shall survive expiration or termination of this
Agreement. All contract extensions for each regional market entered into
under separate statement of work will continue under the terms of this
Agreement until expiration or unless terminated earlier pursuant to the
termination section so this Section 11. The provisions of this Agreement
respecting Definitions (§1), Use of Data (§4), Proprietary Rights (§5),
Representations and Warranties (§6), Mutual Disclaimer of Warranties
(§7), Mutual Limitation of Liability (§8), Indemnity (§9),
Confidentiality (§10) and certain General Provisions (§§12.2, 12.3, 12.5)
shall survive any expiration or termination of this Agreement.”
	 
	 	6.	 	Exhibits A-1, A-2, and A-3 are deleted in their entirety and replaced with the attached
Exhibits A-1 and A-3.




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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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TREATMENT.






	 	7.	 	Exhibit B is deleted in its entirety.
	 
	 	8.	 	Exhibit D is deleted in its entirety and replaced with the attached Exhibit D.
	 
	 	9.	 	Section 3.5 is deleted and replaced with the following:
	 
	 	 	 	“Invoicing; Payments; Late Charges. Except as otherwise
expressly provided in the attached Exhibits (the terms and conditions of
which are hereby incorporated by this reference) or SOW for any new
service, invoices for LiveWorld Service fees shall be sent to eBay and
eBay International AG (and/or eBay Affiliate, if applicable) as set forth
in Section 3.1 on a monthly basis commencing [***] days following the
launch date specified in the applicable exhibit or SOW. Except as set
forth otherwise in an SOW, invoices for set-up fees shall be invoiced
when services are delivered. All invoices shall be due and payable no
later than [***] days after eBay’s receive of the invoice (hereinafter,
the “Invoice Due Date”). In the event that Client fails to pay the
invoice amount in full on or before the Invoice Due Date, LiveWorld may
impose at its discretion, a late charge of [***]% per month, and Client
hereby agrees to pay LiveWorld. Each party may accept any check or
payment without prejudice to its rights to recover the balance due or to
pursue any other right or remedy. No endorsement or statement on any
check or payment or letter accompanying any check or payment or elsewhere
will be construed as an accord or satisfaction. All payments shall be
made in United States dollars.”




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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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     IN WITNESS WHEREOF, the parties have caused this Addendum No. 2 to be executed by their duly
authorized representatives as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	LiveWorld, Inc. (“LiveWorld”)	 	 	 	eBay Inc. (“eBay”)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Fax No.:

	 	 	 	 	 	Fax No.:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	eBay International A.G. (“eBay International”)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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TREATMENT.





EXHIBIT A-1

FEES FOR RENEWAL TERM




MONTHLY FEES FOR LIVEWORLD SERVICES (COMBINED SERVICES)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Fees for LiveWorld Services	 	[***]	 	 	[***]	 	 	[***]	 
	Level 1: [***] K PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	Sweden
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	India
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Philippines
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Poland
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Malaysia
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	French Canada
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	Level 1:
Additional Countries/Divisions joining this level
	 	$	[***]	 	 	$	v	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Level 2: [***] K-1M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Singapore
	 	$	v	 	 	$	[***]	 	 	$	[***]	 
	 
	Level 2:
Additional Countries/Divisions joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	Canada
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Spain
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Netherlands
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Belgium
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 






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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Fees for LiveWorld Services	 	[***]	 	 	[***]	 	 	[***]	 
	Level 4: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 4: Additional Countries/Divisions joining
this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 5: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	France
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 5: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 6: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	Italy
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	Australia
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 6: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 7: [***] PV/Month + [***]
Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	China
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 7: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 8: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	Germany
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 8: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 9: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 






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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Fees for LiveWorld Services	 	[***]	 	 	[***]	 	 	[***]	 
	Level 9:
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 10: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 10: Additional Countries/Divisions
joining this level
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 11: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 12: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 13: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 14: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	US
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 15: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 16: [***] M PV/Month +
[***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Special Levels
	 	 	 	 	 	 	 	 	 	 	 	 






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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Fees for LiveWorld Services	 	[***]	 	 	[***]	 	 	[***]	 
	[***] K PV/Mo [***] Gigs Storage
	 	 	 	 	 	 	 	 	 	 	 	 
	*US Dev
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PV Overage: < [***] /Month
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	PV Overage: [***] M/Month
	 	 	 	 	 	 	 	 	 	 	 	 
	* Overage fees applied for month that overage occurs and
requires advancement to next service level for remainder
of contract
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 





Pricing includes: bandwidth, hardware, co-location costs, 24x7 Operations support, [***]% SLA,
Community Management supported per country, support and maintenance of Dara Feeds, and reports, and
separate accounting/invoicing per country.



PV’s are calculated at end of each calendar month for all products (Forums, Groups, Chatboards,
Answer Center). If the total sum of combined page views for those products in a given month equals
more than the allowable page view cap for that department, overage fees will be applied for the
month in which the overage occurred AND country will be elevated to the next service level/price
model for the remainder of the contract.



Overage fees can be avoided by increasing regions to the next contractual level before overage
occurs. After the first [***] months of the initial period ([***] months — Calendar 2007) from
the Addendum Effective Date, and at the beginning of each subsequent [***] month period, eBay or
any eBay Affiliate may decrease their respective LiveWorld Services Level by a maximum of [***]
level. After the first [***] months of the initial period [***] ([***] months — Calendar 2007)
from the Addendum Effective Date, and at the beginning of each subsequent [***] month period, eBay
or any eBay Affiliate may decrease their respective LiveWorld Services Level, to any level detailed
in Exhibit A-1. Levels can be increased at any time within the contractual period.




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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.








MONTHLY FEES FOR LIVEWORLD INFORMATION SERVICES ONLY




	 	 	 	 	 
	Monthly Fees for LiveWorld Moderation	 	 	 
	Services	 	[***]	 
	Hong Kong
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	French Canada
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	Singapore
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	Canada
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	France
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	Australia
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	UK
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	US
	 	[***] Hrs/Mo	 
	 
	 	$	[***]	 
	Additional Hours-Per Hour English
	 	$	[***]	 
	Additional Hours-Per Hour Non-English
	 	$	[***]	 






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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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TREATMENT.






MONTHLY PRICING FOR A LA CARTE SERVICES




	 	 	 	 	 
	Service	 	Quantity	 	[***]
	Discussions Boards, Chat Boards, 

or Answer Center (new duplicate 

products for existing countries 

or new countries)
	 	 	 	 
	Standard Set-up Duplicate 

System (English)

	 	 	 	$[***]
	Standard Set-up Duplicate System
(Non-English) (localization will
vary per product/language)
Localization Fees waived if eBay
provides localization.

	 	 	 	$[***]+
localization (est.
[***]K)
	Monthly Operating Fee

	 	<[***]M PV/mo
	 	Level 2 PV Pricing
	Monthly Operating Fee

	 	<[***]K PV/mo
	 	Level 1 PV Pricing
	 
	 	 	 	 
	User Groups
	 	 	 	 
	Set-up Duplicate System (English)

	 	 	 	$[***]
	Set-up Duplicate System

(Non-English)

	 	 	 	$[***]+
localization (est.
[***]K)
	Monthly Operating Fee

	 	<[***]M PV/mo
	 	Level 2 PV Pricing
	Monthly Operating Fee

	 	<[***]K PV
	 	Level 1 PV Pricing
	 
	 	 	 	 
	eBay QA Process

	 	 	 	$[***]
	 
	 	 	 	 
	Moderation
	 	 	 	 
	English

	 	Per hour based on
min. [***]
hours/month
	 	$[***]/hour






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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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TREATMENT.






	 	 	 	 	 
	Service	 	Quantity	 	[***]
	Non-English (subject to
availability)

	 	Per hour based on
min. [***]
hours/month
	 	$[***]/hour
	English

	 	Per hour based on

min [***]v

hours/month
	 	$[***]/hour
	Non-English (subject to
availability)

	 	Per hour based on

min [***]

hours/month
	 	$[***]/hour
	Events Base price (any 

audio/video/extra costs outlines 

per SOW)

	 	 	 	$[***]
	 
	 	 	 	 
	Customization/Professional 

Services
	 	 	 	 
	Strategic Consulting

	 	Per hour
	 	$[***]
	 

	 	Per day
	 	$[***]
	 
	 	 	 	 
	Custom Development

	 	Per hour
	 	$[***]
	 

	 	Per day
	 	$[***]
	 

	 	Per week
	 	$[***]
	 
	 	 	 	 
	Custom Design (art, html)

	 	Per hour
	 	$[***]







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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
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TREATMENT.








EXHIBIT A-3




DESCRIPTION OF LIVEWORLD SERVICES & TERMS

RELATING TO EACH LIVEWORLD SERVICE



The LiveWorld Services features and functionalities include, but shall not be limited to, the
following:




DISCUSSION BOARD SERVICE



Features:





	 	•	 	Threaded discussion board service where users may post and reply to
messages from other users.
	 
	 	•	 	Pink Highlight for eBay employee posts.
	 
	 	•	 	Posts will be listed in order of time received only (chronological order,
first to last, only).
	 
	 	•	 	# of posts that are viewed per page will be able to be a set amount,
between 20 and 40.
	 
	 	•	 	30 day viewing of threads/posts. If after approximately 30 days
(determined by eBay and varied per board) no one has posted to a specific thread, that
thread and all posts in that thread permanently disappear.
	 
	 	•	 	Pagination of Topics, and of posts in topics (i.e., “1,2,3,4,5”, as well
as “previous, next, Go To”).
	 
	 	•	 	Subscriptions/Watches: Allows subscription by members to watch threads
with or without email notification (immediate or digests).
	 
	 	•	 	Forum and topic listings can be retrieved via RSS feeds.
	 
	 	•	 	Member signature files automatically included on each post.
	 
	 	•	 	Links to Subscriptions Management and personal settings for Signature Files.
	 
	 	•	 	Turn on ‘printer-friendly’ page that strips headers from pages for printing purposes.
	 
	 	•	 	eBay Staff can set member Polls and Systems wide announcements.
	 
	 	•	 	Admin. Hierarchy:






	 	o	 	Moderate (Authorized by individual User ID) — View, post, search,
subscribe, use general “public” features, delete posts and discussions, lock
discussions, block (suspend) member, reinstate members, perform moderate
functions.






	 	•	 	Administrative Functionality:






	 	o	 	Administrator — sets access levels and authorizations (i.e. edit general
functions available at the Manage level, at the Moderator Level, at the Member
Level, at the Visitor level, authorize individuals for any access higher than
Member), perform all functions given at lower levels, set Feature access (i.e.
turn edit on/off), Create/Delete Boards, Access all reports, Change Look/Feel of
folders, Perform




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TREATMENT.






	 	 	 	top-level functions (i.e. change over-all Board Design across
all boards, Add new Marketing Widget areas to boards or folders, etc.)
	 
	 	o	 	Ability to customize functionality of an employee in the hierarchy (eBay
will set criteria per specified admin. level).
	 
	 	o	 	Manager (Authorized by individual User ID — may be site-specific, e.g.,
All Boards, eBayUK only, eBay Canada only, core eBay only, etc) — Perform all
functions given at lower levels, access reports, View email addresses and IP
addresses, Create/Delete Folders, Set Discussions at tope of Discussion List,
Change content of Marketing Widget areas (i.e. Topic of the Day, etc), Set
folders “read only”, “reply only”, or “moderate”.
	 
	 	o	 	Ability to search for all posts for a specified user through the search
engine, sorted by date/time, and to have both options: delete all posts returned
or delete individual posts.
	 
	 	o	 	Ability to move topics to different folders, ability to set topics as
“read only” and ability to set topics at the top of the topic list and have them
remain there (lock thread).
	 
	 	o	 	Member (Any eBay-registered user when logged in) — View, Post, Search,
Subscribe, use general “Public” features.






	 	•	 	Reports:






	 	o	 	Transfer statistical data to eBay data warehouse via daily feed (48 hours
delay in data generation).
	 
	 	o	 	Page Views/Post stats on traffic and activity, on a global level, by
Category, forum by forum, in threads, and about members.
	 
	 	o	 	Log In/Unique Visitor counts by all folders and by individual folders.
	 
	 	o	 	Watch email activity report.






	 	•	 	Limit members that have a feedback score < 10 to post only 10 times per
day (varies per country)





CHAT BOARD SERVICE



Features:





	 	•	 	Scrolling chat message service
	 
	 	•	 	Display up to 200 messages in linear fashion
	 
	 	•	 	User selectable number of messages timeframe
	 
	 	•	 	Chat board administration and reporting
	 
	 	•	 	Limit members that have a feedback score < 10 to post only 10 times per
day (varies per country)
	 
	 	•	 	Pink highlight for eBay employee posts





ANSWER CENTER SERVICE




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Features:





	 	•	 	Threaded discussion board service where users may post and reply to
messages from other users.
	 
	 	•	 	Q&A posting technology — Anyone can post/ask a question, limitations can
be set by eBay on who may answer a question. Configurable limits on numbers of answers
per question.
	 
	 	•	 	Members may rate an answer as helpful/not helpful and search/sort for
content based on helpfulness.
	 
	 	•	 	Pink Highlight for eBay employee posts.
	 
	 	•	 	Posts will be listed in order of time received only (chronological order,
first to last, only)
	 
	 	•	 	Archiving/Deletion of outdated threads/posts. If after period of time
(Determined by eBay and varied per board) no one has posted to a specific question,
that question and all answers in that thread permanently disappear.
	 
	 	•	 	Pagination of Topics, and of posts in topics (i.e., “1,2,3,4,5”, as well
as “previous, next, Go To”)
	 
	 	•	 	Subscriptions/Watches: Allows subscription by members to watch threads
with or without email notification (immediate or digests).
	 
	 	•	 	Links to Subscriptions Management and personal setting for Time Zone/page display.
	 
	 	•	 	Admin. Hierarchy:






	 	o	 	Moderate (Authorized by individual User ID) — View, post, search,
subscribe, use general “public” features, delete posts and discussions, lock
discussions, block (suspend) member, reinstate members, perform moderate
functions.






	 	•	 	Administrative Functionality:






	 	o	 	Administrator — sets access levels and authorizations (i.e. edit general
functions available at the Manage level, at the Moderator Level, at the Member
Level, at the Visitor level, authorize individuals for any access higher than
Member), perform all functions given at lower levels, set Feature access (i.e.
turn edit on/off), Create/Delete Boards, Access all reports, Change Look/Feel of
folders, Perform top-level functions (i.e. change over-all Board Design across
all boards, Add new Marketing Widget areas to boards or folders, etc.)
	 
	 	o	 	Ability to customize functionality of an employee in the hierarchy (eBay
will set criteria per specified admin. level).
	 
	 	o	 	Manager (Authorized by individual User ID — may be site-specific, e.g.,
All Boards, eBayUK only, eBay Canada only, core eBay only, etc.) — Perform all
functions given at lower levels, access reports, View email addresses and IP
addresses, Create/Delete Folders, Set Discussions at top of Discussion List,
Change content of Marketing Widget areas (i.e. Topic of the Day, etc.), Set
folders “read only”, “reply only”, or “moderate”.




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TREATMENT.






	 	o	 	Ability to search for all posts for a specified user through the search
engine, sorted by date/time, and to have both options: delete all posts returned
or delete individual posts.
	 
	 	o	 	Ability to move topics to different folders, ability to set topics as
“read only” and ability to set topics at the top of the topic list and have
remain there (lock thread).
	 
	 	o	 	Member (Any eBay-registered user when logged in) — View, Post, Search,
Subscribe, use general “Public” features.






	 	•	 	Reports:






	 	o	 	Transfer statistical data to eBay data warehouse via daily feed ([***]
hours delay in data generation).
	 
	 	o	 	Page Views/Post stats on traffic and activity, on a global level, by
Category, forum by forum, in threads, and about members.
	 
	 	o	 	Log In/Unique Visitor counts by all folders and by individual folders.
	 
	 	o	 	Ratings Activity reporting.
	 
	 	o	 	Watch email activity report.






	 	•	 	Only members with >10 feedback can answer a question. The original
poster can reply within the thread, even if the feedback score is <10 (varies per
country).





USER GROUPS SERVICES



Features: (Bold features only available on 4.x version of User Groups product but not in previous
versions.)





	 	•	 	Allow users to create public or private groups.
	 
	 	•	 	Group Leader minimum requirements (Feedback, Reg. Date, & % positive).
	 
	 	•	 	Allow eBay to create hidden/special groups.
	 
	 	•	 	Provide search by region, category, keyword, and by member ID.
	 
	 	•	 	Sort member list by join/activity dates.
	 
	 	•	 	Last updated time/date stamp on photo albums.
	 
	 	•	 	Poll list includes creation date, vote count, & status.
	 
	 	•	 	Automated transfer of Group Leadership.
	 
	 	•	 	Global Announcements.
	 
	 	•	 	Photo storage limitations per user/per group.
	 
	 	•	 	Post Rate Limiter.
	 
	 	•	 	Message interceptor by keyword (all contents and emails).
	 
	 	•	 	Group functions/features:






	 	o	 	Group welcome page.
	 
	 	o	 	Group home page.
	 
	 	o	 	Member lists.
	 
	 	o	 	Announcements.




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TREATMENT.






	 	o	 	Discussions.
	 
	 	o	 	Photo Album.
	 
	 	o	 	Event Calendar.
	 
	 	o	 	Polls.
	 
	 	o	 	Invite members.
	 
	 	o	 	Email members.
	 
	 	o	 	Report abuse.
	 
	 	o	 	Remove me link.
	 
	 	o	 	Group administration for group leaders.






	 	•	 	System-wide administration for designated eBay staff.






	 	o	 	Deactivation grace period.
	 
	 	o	 	Deleted Group Recovery.
	 
	 	o	 	Sweeper Search.
	 
	 	o	 	Admin Moderator/Leader action review & group email review/archive.






	 	•	 	Reports:






	 	o	 	Transfer statistical data to eBay data warehouse via daily feed (48 hour
delay in data generation).
	 
	 	o	 	Page Views report by all Groups and by individual Group, by activity.
	 
	 	o	 	Component Activity reports by all Groups and by individual Groups.
	 
	 	o	 	Custom Reports.






	 	|	 	Average life cycle per group.
	 
	 	|	 	Components page views and activity counts.
	 
	 	|	 	eBay Staff activity.
	 
	 	|	 	IP summary.
	 
	 	|	 	Watch email activity report.






	 	•	 	Pink highlights for eBay employee posts.





MODERATION SERVICES



Features:





	 	•	 	Signed in members have access to a “Report” link on messages in designated
areas to allow users to report violations of eBay’s Board Usage Policy.
	 
	 	•	 	LiveWorld will review all reporter posts and evaluate if those posts
violate the Board Usage Policy and remove reported content that violates such Board
Usage Policies.
	 
	 	•	 	LiveWorld and eBay shall mutually agree upon the process in writing that
LiveWorld shall follow for deleting content, reporting the violation to the User,
sanctioning Users, and notifying eBay of actions taken by LiveWorld.
	 
	 	•	 	LiveWorld shall provide reporting of reported content and actions taken by
LiveWorld in connection with such reported content in accordance with the terms of this
Agreement.




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	 	•	 	Auto suspend users from continuity participation for a specified period of
time, and have them automatically reinstated.





EVENTS



Features:





	 	•	 	Organized venue for online, text-based, live auditorium-style events for
up to 5,000 visitors (peak or total).
	 
	 	•	 	Standard duration of 60-minutes per event.
	 
	 	•	 	Client may provide and include a slider show with each event at no additional charge.
	 
	 	•	 	Pre-event Data Capture (up to 5 points)
	 
	 	•	 	Standard text-based chat event.
	 
	 	•	 	Backstage area to provide privacy for Client’s guests.
	 
	 	•	 	Moderation and question screening provided.
	 
	 	•	 	Integrated chat and question submission and screening.
	 
	 	•	 	Multiple levels of audience conversation provided.
	 
	 	•	 	Language filters for a clean, well-lighted experience.
	 
	 	•	 	Optional password protection.
	 
	 	•	 	Complete transcript of Client’s event (for text chat only).
	 
	 	•	 	EZTalk chat client using IRC and HTTP protocols.
	 
	 	•	 	HTML chat client available for easier penetration of corporate firewalls.
	 
	 	•	 	Event reporting including total unique users, peak users and number of
questions submitted.
	 
	 	•	 	Edited transcript of the event, if needed.
	 
	 	•	 	Optional Audio and Video services coordinated by LiveWorld via
3rd party provider (services and separate fees to be outlined in SOW on per
project basis).
	 
	 	•	 	Have an assigned LiveWorld Event Producer to assist with set up/execution
of the Town Hall
	 
	 	•	 	Host 6 months worth of audio-archives of each event in Real Player and
Windows Media player format (if purchased as outlined within SOW for Audio/video
services).
	 
	 	•	 	Provide audio recording in MP3 file instead of delivered CD recording (if
purchased as outlined within SOW for Audio/video services).




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EXHIBIT D




Operations SLA Performance Standards




     1. Performance Standards: LiveWorld and the LiveWorld Services shall comply with the
performance standards set forth in this service levels agreements (“SLA”).



          1.1 Service Availability Performance. LiveWorld shall measure Service Availability
(“SA”) on an individual country basis for all LiveWorld Services provided for each country under
this Agreement.




               Monthly Service Availability Metric for each individual LiveWorld Services:



               [***]%



          1.2 Website Response Performance. LiveWorld shall measure monthly website response
(“WR”) times based upon the download time of LiveWorld’s raw HTML, excluding any external content.




               Minimum time to connect to LiveWorld Site: [***] second, [***]% of the time.



               Minimum time to connect to LiveWorld Site: [***] second, [***]% of the time.



          1.3 Service Performance Standard Calculations.




               1.3.1 Monitoring: Approximately every [***] minutes, the LiveWorld monitor will issue
an HTTP GET from within the LiveWorld datacenter and store results in the LiveWorld monitoring
database, for each LiveWorld Service.



               The monitoring database shall be structured similarly to the following:



TABLE `log`

`timestamp` bigint (20) NOT NULL default ‘0’,

`host` text NOT NULL,

`uri` text NOT NULL,

`status` text NOT NULL,

`duration` int (11) NOT NULL default ‘0’

› TYPE=InnoDB




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	 	where
	 	timestamp is the Unix timestamp
	 
	 	 	 	 
	 

	 	 	 	hostname & URI is the actual service and URI being tracked
	 
	 	 	 	 
	 

	 	 	 	status is a flag that indicates whether that measurement
should be factored into the SLA or should be excluded due to
schedule maintenance or eBay outage or other exclusion per the
terms of
this agreement.
	 
	 	 	 	 
	 

	 	 	 	Duration is the time it took to load a page in milliseconds





Sample data will look similar to the following:




	 	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=102 OK 492
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=102 OK 614
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 503
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 111
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 309
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 Maint 11552
	 	Ignore
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 625
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 732
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 819
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 277
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 832
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 710
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 2102
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108300

	 	forums.ebay.com /dbl/form.jsp?forum=105 OK 981
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 382
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 422
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 385
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 506
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 302
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 685
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 781
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 3501
	 	Fulfilled, <4
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 419
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 112
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 209
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 325
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 1033
	 	Fulfilled, <2
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 OK 2101
	 	Fulfilled, <4
	 

	 	 	 	 
	1083108301

	 	forums.ebay.de /forum.jsp?forum=35 Fail null
	 	Unfulfilled
	 

	 	 	 	 






               1.3.2 vice Availability Calculating:



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Step 1: For each HTTP GET record in the monitor database, the following will
be determined:




Unfulfilled requests — timeouts on requests that take longer than
[***] ([***] milliseconds)




Fulfilled requests — all requests [***] seconds or less




<[***] requests — all Fulfilled requests loading in less than
[***] seconds ([***] milliseconds)




<[***] requests — all Fulfilled requests loading in greater than
[***] seconds ([***] milliseconds) but greater than or equal to [***]
seconds




>[***] requests — all fulfilled requests loading in greater than
[***] seconds




Ignore requests — all requests during Scheduled Maintenance windows
and outages of the eBay Site that impact the LiveWorld Services and
other permitted exceptions under Section 12.3 of the Agreement and
Section 5 of this SLA.




Net Requests — The total number of requests minus Ignore requests




Step 2: A SA percentage for each LiveWorld Service will be calculated by
dividing Fulfilled requests by Net Requests then multiplying by [***]. For
the sample data above, the resulting calculation would be:




Forums.ebay.com: Fulfilled=[***], Net Requests=[***] — SA=[***]

Forums.ebay.de: Fulfilled=[***], Net Requests=[***] — SA=[***]




Step 3: A WR percentage for <[***] second requests for each LiveWorld
Service will be calculated by dividing the number of <[***] second
requests by the Net Requests minus Unfulfilled requests times [***]. A WR
percentage for <[***] second requests for each LiveWorld Service will be
calculated by dividing the sum of the number <[***]and <[***] second
requests by Net Requests minus unfulfilled requests times [***]. For the
sample data above, the resulting calculation would be:




Forums.ebay.com:


<[***] second requests = [***], Net Requests=[***] — 0 =[***] —




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WR for <[***] seconds = [***]

<[***] second requests = [***], Net Requests = [***] — WR for

<[***] seconds = [***]





Forums.ebay.de


<[***] second requests=[***], Net Requests=[***] — WR for

<[***] seconds=[***]

<[***] second requests=[***], Net Requests = [***] — WR for

<[***] seconds = [***]





Step 4: Metrics will be calculated each LiveWorld Service by using the
monthly Page Views reported by each service within a particular country
(weighted average for services within that country).



          1.4 LiveWorld and eBay shall review the performance metrics and monitoring tools at least once
per quarter. Any changes to the performance metrics or monitoring tools, must be mutually agreed
upon by LiveWorld and eBay in writing.




     2. Technical Support and Problem Resolutions:



          2.1 Technical Support. LiveWorld shall provide eBay with Technical Support every day
(24x7) with a telephone/pager number for submission of all Severity 1 and 2 Support Requests and an
email support address for Severity 3 and feature enhancement/modification requests. An on-call
support technical shall answer the telephone/pager number.




          2.2 Problem Classification. The following classification table defines the severity
of problems reported by eBay and/or LiveWorld.




Problem Classification Table




	 	 	 
	Classification	 	Criteria
	Severity 1

(Critical)

	 	The LiveWorld Service is non-operative or performance is
significantly impaired. The LiveWorld Service cannot be
accessed by Users without significant delay, if at all. No
known work around is currently available.
	 
	 	 
	Severity 2

(Degraded)

	 	The LiveWorld Service is operational but usability is impaired.
	 
	 	 
	Severity 3

(Minimal)

	 	Reported problems that have slight or no impact on User access
or usability. (Includes general bugs and users or eBay
contributed HTML that causes performance/display problems)






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          2.3 Response Expectation Table. The following Response Expectation table specifies
the level of response that will be given to a problem at each step of the process based upon the
assigned severity of the problem. The table specifies the maximum of time elapsed to complete each
step.




Escalation Response Expectation Table



 




	 	 	 	 	 	 	 
	Severity	 	Step 1 (Identify)	 	Step 2 (Temporary	 	Step 3 (Fix)
	 	 	 	 	Fix)	 	 
	1 (Critical)

	 	[***] minutes
	 	Immediate and
continuing best
efforts
	 	Immediate and
continuing best
efforts
	 
	 	 	 	 	 	 
	2 (Degraded)

	 	[***] hours during

normal business

hours, [***] hours

otherwise
	 	[***] calendar days
	 	Within [***]

calendar days
	 
	 	 	 	 	 	 
	3 (Minimal)

	 	[***] business day
	 	Worked on a time

available basis
	 	As appropriate






          2.4 Escalation Process. All problems with a Severity Level of 1 to 2 will be
escalated if a solution or plan of resolution cannot be achieved within the designated amount of
time as described above. Escalations will occur in accordance with the following schedule:



Severity 1 and 2 Problem Escalation:



[***]min. LiveWorld NOC, 408-838-6955

[***]min. Andrew Oliver, 408-203-4884

[***]min. Daniel Zaner, 408-858-7988

[***]min. Chris Christensen, 408-416-6348

>[***]min. Peter Friedman, 408-666-1126



Severity 3 Problem Escalation:



[***] hours ebay-requests@liveworld.com

[***] hours            Louis Johns, 408-426-6249

[***] hours            Debbie Dembecki, 408-218-1312

>[***] hours            Jenna Woodul, 408-836-9645





For severity 3 issues, LiveWorld may choose not to provide temporarily
or permanent fixes.



     3. Schedule Maintenance:



     LiveWorld shall be entitled to perform schedules maintenance on the LiveWorld Service,
provided (a) eBay will receive at least [***] hours prior written notice of the date, time and
expected



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duration thereof and (b) such maintenance will (i) not exceed [***] hours in total per
calendar month and (ii) LiveWorld shall work with eBay to attempt to have schedule maintenance
conducted at times least likely to cause disruption to the operation of the LiveWorld Service
(“Scheduled Maintenance”). Upon request by LiveWorld, eBay may, in its sole discretion, grant
additional periods of scheduled maintenance. Performance measurement ‘misses’ during such windows
will not be counted against the Service Availability or Website Response metrics.



     4. Unscheduled outage/error:



     Once LiveWorld identifies that a Severity 1 or 2 problem has occurred and which LiveWorld
expects to have a duration of greater than [***] minutes, LiveWorld will use its best efforts to
notify eBay within [***] minutes that such problem has been encountered. This notification will
take the form of a phone call in the eBay Network Operation Center (NOC) at (408) 376-6011 or via
AIM to SiteLead.



     5. Exceptions to this SLA:



          5.1 For new Customizations deployed by LiveWorld for eBay, performance guarantees shall begin
[***] days after initial public deployment on the eBay Site. For new deployments of existing
LiveWorld Services, performance guarantee shall begin [***] days after the initial public
deployment on the eBay Site. For major upgrades, performance guarantees shall be suspended for up
to [***] day. For new code updates, performance guarantees shall be suspended for up to [***]
hour.




          5.2 Performance guarantees shall be suspended in the following circumstances:




               5.2.1 In the event of a greater than [***]% increase above the [***]-day average daily peak
traffic for any single LiveWorld Service in a [***] minute window, LiveWorld shall have [***] hours
to respond.



               5.2.2 In the event of a greater than [***]% increase above the [***]-day average daily peak
traffic for any single LiveWorld Service, LiveWorld shall have [***] hours to respond.



          5.3 LiveWorld shall not be responsible for any failure to meet the performance standards set
forth in Section 1 of this SLA resulting from any act or omission by eBay; or from any Force
Majeure events.



          5.4 Reduced SLA for U.S. Groups until completion of 4.X upgrades scheduled in Q1 2007.



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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.





               5.5 Reduced SLA for any products eBay is operating outside LiveWorld’s recommendation for
product specifications (i.e. non archiving of inactive content as an example). The parties will
mutually agree on which products will fall under this Reduced SLA based on what is commercially
reasonable for LiveWorld to support.




Monthly Service Availability Metric for services outlined in Section 5.4 &
5.5:




[***]%




Minimum
to connect to LiveWorld Site: [***] seconds, [***] of the time.




Minimum to connect to LiveWorld Site: [***] seconds, [***] of the time.



     6. LiveWorld environmental changes:



     LiveWorld will provide to eBay a weekly notification outlining significant changes (if any)
that are scheduled to be made to its technical environment at least [***] hours before the change
is made.



     7. Failure of service contingency:



     Prior to launching any new LiveWorld Service, a contingency plan must be established that
provides eBay Operations with an easy method of masking or removing LiveWorld’s Service from the
eBay Site.



     8. Monitoring:



     Service availability and performance monitoring will be performed by LiveWorld using LiveWorld
monitoring tools. At eBay’s request, LiveWorld will make available to eBay within [***] hours,
monitoring logs for the eBay services LiveWorld operates.



     9. Browser Compatibility:



     LiveWorld Site will initially be compatible with and Microsoft Internet Explorer 6.0 and
later, Firefox 1.5 and later, and Safari 2.0, eBay and LiveWorld shall mutually agree on the
timeframe in which LiveWorld’s then current services will be made compatible with new releases of
Microsoft Internet Explorer, Firefox and/or Safari, that are released after the effective date
of this Agreement.



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	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.





     10. Post Mortem Reports:



     LiveWorld will provide post mortem reports after each Severity 1 or 2 failure. The report
will explain the root cause of the problem, and provide the short-term solution implemented to
mitigate the issue and a long-term solution for preventing the problem. This document should be
emailed to the following eBay Operations email address: sitelead@ebay.com. eBay will
provide LiveWorld a weekly list of opened cases for LiveWorld Services.



     11. Credits:



     LiveWorld will credit eBay as set forth in the table in this section below each time LiveWorld
fails to meet a Performance Standard in Section 1 of this SLA or a Problem Resolution Standard set
forth in Section 2 of this SLA. Credits consist of hard dollars. eBay will determine, its sole
discretion, within [***] days of an incident whether a credit is due and shall notify LiveWorld in
writing. Credits will be applied to the involve due for the month immediately following a month
with an incident.



	 	 	 	 	 
	Standard	 	Credit/Bonus	 	Maximum Credit
	Service Level Agreement

	 	[***]% or greater — no
credit <[***]% -
credit equal to [***]%
of the monthly fees due
for the country that is
affected by the service
downtime. This credit
will only apply to each
individual country
service based on a
weighted average for all
products within that
country, and will not be
aggregated across all
countries.	 	 
	 
	 	 	 	 
	Escalation Response

	 	$[***] per incident
	 	$[***] annually
	 
	 	 	 	 
	Failure to meet post mortem
guidelines

	 	$[***] per incident
	 	$[***] annually






12. Source Code




     In the event of a bankruptcy filing or a filing of insolvency during the term of this
agreement resulting in LiveWorld’s inability to perform its obligations under this agreement.
LiveWorld shall license its software to eBay and the eBay Affiliates at no cost to eBay.




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