exv10w8



 





Exhibit 10.8





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




LiveWorld

Services Agreement




     This Strategic Alliance and Service Agreement (the “Agreement”) is entered into as of May
6, 2004 (the “Effective Date”) by and between LiveWorld, Inc., a Delaware corporation,
whose principal place of business is located at 170 Knowles Drive, Suite 211, Los Gatos, CA 95032
(“LiveWorld”) and eBay Inc. (including the eBay Affiliates), a Delaware corporation whose principal
place of business is located at 2145 Hamilton Avenue, San Jose, California 95125 (“eBay”).



RECITALS





	A.	 	LiveWorld and eBay Inc. entered into a Services Agreement (the “Original Contract”), made and
entered into as of May 9, 2001, 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 amended the Original Contract in September 2001 relating to On-Line
Service Events (“Addendum I”); on April 1, 2002 relating to splitting US deliverables from
International Deliverables (“Addendum II”). eBay International A.G. (“eBay A.G.”) and
LiveWorld amended the Original Contract on April 1, 2002 relating International Discussion
Boards (“Addendum III”). Further, eBay Inc. and LiveWorld amended the Original Contract on
May 1, 2002 relating to Live Q&A (“Addendum IV”) and on May 1, 2002 and on November 1, 2004
relating to Moderation Services (“Addendum V”). eBay A.G. and LiveWorld amended the Original
Contract on August 23, 2002 relating to the Listing Q&A (“Addendum VI”). eBay Inc. and
LiveWorld amended the Original Contract on December 18,2002 relating to Chat Boards (“Addendum
VII”) and User Groups (“Addendum VIII”); on May 20, 2003 relating to eBay Developer Support
Boards (Addendum IX). eBay A.G. and LiveWorld amended the Original Contract on May 1, 2003
relating to International Chat Boards (Addendum X) and on August 23, 2003 relating to Board
Services for Hong Kong and Singapore (Addendums HK & SG). EachNet.com Network Information
Services Co,. Ltd. (“EachNet”) and LiveWorld amended the Original contract on February 1, 2004
regarding Discussion Board Services. PayPal, Inc. (“PayPal”) and LiveWorld amended the
Original contract on February 1, 2004 for Discussion Board Services (Addendum PP-1) (all
together, the “Addendums”).
	 
	C.	 	eBay and LiveWorld have agreed to replace the Original Contract and the Addendums with this
agreement.





NOW THEREFORE, LiveWorld and eBay hereby agree as follows:




AGREED TERMS





	1.	 	Definitions




1.1 “Customizations” shall mean (i) additional features that are requested by eBay as part of
the LiveWorld Services pursuant to a SOW (defined below) and (ii) modifications to, or enhancements
of, the LiveWorld Services that are requested by eBay pursuant to a SOW which, in each case, are
designed in accordance with eBay’s specifications and are substantially different from the features
and functionalities that are offered as part of the LiveWorld Services as of the Effective Date.




			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 1 of 10	 









 









 




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




1.2 “eBay Affiliate(s)” shall mean any entity that now or in the future, directly or indirectly
controls, is controlled by, or is under common control with eBay. For the purposes of the
foregoing, “control” shall mean the ownership of (i) greater than fifty percent (50%) of the voting
power to elect the directors of the company, or (ii) greater than fifty percent (50%) of the
ownership interest in the company.



1.3 “eBay Content” shall mean all audio, video, graphics, headers, footers, and all other
advertising creative collateral for promotions (if any), in any medium, that is created
by eBay and provided by eBay to LiveWorld for display by LiveWorld pursuant to this Agreement.
“eBay Content” shall not include any content provided by eBay Users and any content obtained by
LiveWorld through eBay’s Application Programming Interface.



1.4 “eBay Mark” shall mean the eBay domain names, trademarks and logos and other branding
elements used in the performance of this Agreement.



1.5 “eBay Site” shall mean the website owned and operated by eBay located at www.eBay.com and
any other website that is owned and operated by eBay anr/or an eBay Affiliate and specified in an
exhibit to this Agreement.



1.6 “Board Usage Policy” shall mean the then-current version of the policy created by eBay or an
eBay Affiliate that governs Users’ use of the Locations. The current version of the Board Usage
Policy can be found at http://pages.ebay.com/help/community/png-board.html.



1.7 “Confidential Information” shall mean any confidential or proprietary information, source code,
software tools, designs, schematics, plans or any other information relating to any research
project, work in process, future development, scientific, engineering, manufacturing, marketing or
business plan or financial or personnel matter relating to either party, its present or future
products, sales, suppliers, web site visitors, web site users, employees, investors, or business,
disclosed by one party to the other party, whether in oral, written, graphic or electronic form,
and whose confidential or proprietary nature is identified and marked as “Confidential” or, if
disclosed orally, identified as confidential at the time of disclosure, provided the oral
disclosure is summarized in a writing marked as “Confidential” and transmitted to the receiving
party within 10 days of the oral disclosure.



1.8 “Content” shall mean the eBay Content and LiveWorld Content.



1.9 “Intellectual Property Right(s)” shall mean all inventions, patent rights, trademarks, utility
models, copyrights, and trade secrets, including all applications and registrations with respect
thereto.



1.10 “LiveWorld Content” shall mean all text and multimedia information, including but not limited
to sound, data, audio, video, graphics, photographs, artwork, and all other content and digital
material of any description that is created by LiveWorld independent of eBay, or licensed to
LiveWorld, and provided by LiveWorld pursuant to this Agreement.



1.11 “LiveWorld Materials” shall mean all pre-existing software, tools, designs, documentation,
logos, trademarks, data, LiveWorld Content, and other pre-existing material that is (i) created by
LiveWorld independent of eBay or licensed to LiveWorld by a third party, (ii) owned by LiveWorld or
Licensed to LiveWorld by a third party and (iii) provided to eBay by LiveWorld or used by LiveWorld
for eBay’s benefit in connection with this Agreement.



1.12 “LiveWorld Services” or “Services” shall mean the services and/or products to be provided by
LiveWorld to eBay as further described in this Agreement including, but not limited to, the
exhibits attached hereto.



1.13 “LiveWorld Web Site” shall mean all the files located on the web server(s) addressed through
the worldwide web portion of the Internet by the following URLs at http://www.liveworld.com and all
other variations of the liveworld.com domain name.





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 2 of 10	 







 









 






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




1.14 “Locations” shall mean the chat, discussion, eBay groups, eBay answer center and other such
User forums that are identified by eBay in writing as being governed by the Board Usage Policy and
that shall be hosted by LiveWorld as part of the LiveWorld Services in accordance with this
Agreement.



1.15 “PayPal Site” shall mean the web site located at www.paypal.com which is owned and operated by
PayPal, Inc., an eBay Affiliate.



1.16 “Privacy Policy” shall mean the then-current privacy policy currently available at
http://pages.ebay.com/help/community/png-priv.html which governs the use of User information
provided to eBay by Users.



1.17 “Transaction Data” shall mean: information about User traffic derived from “cookies”,
purchases and other activity tracking mechanisms and all psychographic, demographic and preference
profiles derived there from on the LiveWorld Web Site or the eBay Site.



1.18 “User” or “Users” shall mean any person who accesses any page of an eBay Site, or the PayPal
Site, as applicable.



1.19 “User Agreement” shall mean the then-current terms and conditions that govern the use of the
eBay Sites.



1.20 “User Data” shall mean information provided by a User when using LiveWorld Services
(including, but not limited to, names, email addresses, credit card numbers, shopping preferences
and demographic information).





	2.	 	LiveWorld Services 




2.1 For the duration of the Term LiveWorld shall provide to eBay and the applicable eBay
Affiliates (as identified in Exhibit A-2 or a SOW (defined below)) the LiveWorld Services
identified in Exhibit A-1 and A-2 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 A-2 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.
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.



2.2 In order to facilitate and permit LiveWorld to render the LiveWorld Services, eBay will provide
certain mutually agreed upon resources and eBay Content that is necessary to deploy the LiveWorld
Services.



2.3 LiveWorld acknowledges and agrees that from time to time during the term of the Agreement eBay
or an eBay Affiliate may (i) request LiveWorld to provide certain LiveWorld Services on the PayPal
Site or additional international eBay Sites that aren’t identified in Exhibit A-2 and/or (ii)
request LiveWorld to provide additional LiveWorld Services (i.e., LiveWorld Services that aren’t
identified in Exhibit A-2 as being provided for such international eBay Sites) for the
international eBay Sites identified in Exhibit A-2. In the event that LiveWorld agrees to provide
such LiveWorld Services, the parties shall sign a statement of work in the form attached hereto as
Exhibit F (“SOW”) before the new services shall begin. Fees for these new services shall be
determined in accordance with Exhibit B. Each such SOW shall (a) be incorporated into this
Agreement by reference, (b) contain additional terms and conditions that are specific to the
LiveWorld Services provided and (c) not be deemed effective until signed by both parties.




			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 3 of 10	 








 









 






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




2.4 LiveWorld acknowledges and agrees that in its role as a service provider hereunder, it shall
not be entitled to communicate directly with any Users under LiveWorld’s name and all
communications sent by LiveWorld to Users must come from an eBay email alias. Accordingly, in
performing the LiveWorld Services contemplated under this Agreement LiveWorld shall clearly
identify all communications required hereunder as originating from eBay or the appropriate eBay
Affiliate (unless otherwise expressly agreed to in the applicable SOW). Further, the provision of
the LiveWorld Services shall be “transparent” to Users such that no references will be made to
LiveWorld in any communications with Users and the URL used to communicate with Users shall not
make any reference to LiveWorld. All templates used by LiveWorld to communicate with Users shall
be subject to eBay’s prior review and written approval.



2.5 Minimum Site Performance. During the Term of the Agreement, the LiveWorld Site, LiveWorld
Services and all related technology necessary to operate the LiveWorld Site and Live World Services
will meet performance standards, as indicated in Exhibit D.



2.6 LiveWorld acknowledges and agrees that it shall comply with the then-current version of the
Board Usage Policy. eBay shall provide LiveWorld written notice of changes to Board Usage Policy
in advance of the implementation of any changes. eBay and/or Users may notify LiveWorld that
certain content that has been posted by Users within Locations violates the Board Usage Policy
(“Reported Content”), with the understanding that Users may report such content through a reporting
tool that shall be made available by LiveWorld in each Location. LiveWorld will review such
Reported Content and determine if said Reported Content does in fact violate the Board Usage
Policy. In the event LiveWorld determines that the Reported Content does in fact violate the Board
Usage Policy, LiveWorld shall remove such Reported Content. LiveWorld shall notify eBay in writing
(notification via email shall be deemed to be in writing) each time LiveWorld removes content from
a Location prior to, or at the same time, LiveWorld removes such Reported Content. LiveWorld shall
consult with eBay before LiveWorld decides not to remove any Reported Content from a
Location that is alleged to be defamatory and shall follow eBay’s instructions related to the
removal of such defamatory Reported Content. LiveWorld shall provide weekly reports to eBay
identifying all Reported Content and actions taken by LiveWorld in connection with such Reported
Content. The parties acknowledge and agree that: (i) eBay has sole and exclusive control over
each Board Usage Policy and any all changes made thereto, and (ii) except as instructed by eBay in
writing, LiveWorld has no authority to sanction or suspend Users or suspend a User’s access to the
eBay Site or pages hosted by LiveWorld in the event a User violates a Board Usage Policy.





	3	 	Financials




3.1 Fees; Separate Tracking/Invoices. LiveWorld will separately track the Services it performs
for each eBay Site, and will issue separate invoices for each country as follows: invoices for
Services related to the United States version of the eBay Site accessible at www.ebay.com will be
sent to eBay Inc. and invoices for Services related to international eBay Sites will be sent to
eBay International AG, or such other eBay Affiliate as may be specified by eBay from time to time.
In consideration of the Services, the applicable eBay entity (eBay, eBay International AG, or other
eBay Affiliate, as applicable) shall pay to LiveWorld the fees described in Exhibits A-1 and A-1 to
this Agreement (the terms and conditions of which are hereby incorporated by this reference). All
prices contemplated in this Agreement shall be in United States dollars and do not include sales,
use, value-added or import taxes, customs duties, tariffs, or similar taxes that may be assessed by
any jurisdiction.



3.2 Audit Rights. LiveWorld shall keep complete, clear, and accurate records regarding the
services performed by LiveWorld, and LiveWorld’s obligations under this Agreement. Each party
shall keep complete, clear, and accurate records regarding the calculation of fees and costs
payable in connection with this Agreement. Each party shall have the right, upon [***] days prior
written notice, to have an inspection and audit of the other party’s relevant books and records
conducted by a mutually agreed upon independent audit professional chosen and paid by the auditing
party no more than once every [***] months, during regular business hours at the other party’s
offices and in a manner that does not interfere with regular business operations. Such auditing
professional will be





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 4 of 10	 







 









 






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




required to enter into a confidentiality agreement in the form specified by
the party being audited, and shall not disclose any of the records of the party being audited to
the auditing party.



3.4 Taxes. Each party shall be responsible for its respective taxes on any sales, use, excise,
value-added, services, consumption, leases, franchise and privilege taxes on its business, taxes
based on net income or gross receipts, and other taxes and duties payable by either party in the
normal course of their business (other than taxes based on the paying party’s net income).



3.5 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
[***] following the launch date specified in the applicable exhibit or SOW. Invoices for set-up
fees shall be invoiced in accordance with the applicable SOW. [***] of the total fee for
customizations of the LiveWorld Services shall be invoiced on the date the applicable SOW is signed
by both parties, with the remaining [***] to be invoiced on the date on which LiveWorld delivers
such customizations to eBay, unless otherwise mutually agreed upon by the parties in the applicable
SOW. All invoices shall be due and payable no later than [***] days after eBay’s receipt of the
invoice (hereinafter, the “Invoice Due Date”). 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.





	4.	 	Use and Ownership of Data 




4.1 Transaction Tracking and Data Collection. LiveWorld shall be responsible for tracking any
Transaction Data required to perform the LiveWorld Services.



4.2 Use of User Data and Transaction Data. eBay shall own any User Data and/or Transaction Data
gathered from the eBay Site or the LiveWorld Web Site in the course of performing this Agreement.





	4.3	 	Nondisclosure of User Data and User Content. LiveWorld will treat User Data and Transaction
Data with the same degree of care as LiveWorld treats its own Confidential Information, but in
no event with less than reasonable care. LiveWorld will not disclose User Data or transaction
Data to any third party, and will only use the User Data and Transaction Data to provide the
LiveWorld Services as expressly described herein. LiveWorld agrees that it will comply with
eBay’s and PayPal’s (in the event LiveWorld provides LiveWorld Services for the PayPal Site)
then-current user agreement (“User Agreement”) and privacy policy (“Privacy Policy”) available
on the eBay Sites and PayPal Site and all applicable laws relating to data protection and
privacy, including providing any required consents, disclosures and/or notices, and making
required privacy information available to a User. eBay will provide LiveWorld with fifteen
days’ prior written notice of changes to the User Agreement and Privacy Policy. Without
limiting the foregoing, LiveWorld will not sell, rent, lease, transfer, or otherwise disclose
User Data or Transaction Data to any third party. In addition, without limiting the
foregoing, LiveWorld (i) will not solicit or facilitate the solicitation by any third party of
Users as a result of their status as eBay members, and LiveWorld will explicitly not refer to
Users as “eBay Users” or “eBay members” (or any such reference) in any such promotions and (i)
will not spam or otherwise send unsolicited communications to any User.
	 
	4.4	 	Information Security Service Level Agreement. LiveWorld agrees that it will comply with the
Internal Security Service Level Agreement attached hereto as Exhibit E and incorporated herein
by this reference.
	 
	4.5	 	Audit Rights. LiveWorld agrees that eBay, or its authorized representatives, shall have the
right, at any time, upon reasonable notice, to perform an audit with respect to LiveWorld’s
performance of its obligations under this Section 4. For purposes of such audit, LiveWorld shall grant eBay
and its






			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 5 of 10	 







 









 






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






	 	 	representatives full and complete access, during normal business hours and upon
reasonable notice, to LiveWorld’s books, records, procedures, and information relating to
the protection, storage, use, access and disclosure of the User Data, including, without
limitation, all information relating to access to the User Data by authorized employees, and
all other information required to ascertain any facts relative to LiveWorld’s performance
hereunder. If any audit reveals a material inadequacy or insufficiency of LiveWorld’s
performance of any of its obligations under this Section 4, then, without limiting any other
rights or remedies of eBay under this Agreement or at law, upon receiving written notice of
such inadequacy or insufficiency in performance, LiveWorld shall promptly develop a
corrective action plan in cooperation with eBay, such plan to be subject to eBay’s approval,
and promptly thereafter implement such plan at LiveWorld’s sole cost and expense. If after
[***] days after eBay’s approval of the corrective action plan, LiveWorld is not able to
cure the inadequacy or insufficiency, eBay shall have the right to cancel the Agreement,
without penalty or additional fee.
	 
	5.	 	Proprietary Rights and Licenses




5.1 eBay Content. eBay owns all Intellectual Property Rights in the eBay Content all
derivative works of the eBay Content. eBay hereby grants LiveWorld a worldwide, nonexclusive,
royalty-free license during the Term to use the eBay Content in the form provided by eBay solely
for the sole purpose of providing the LiveWorld Services to eBay and subject to eBay’s prior review
and written approval. LiveWorld acknowledges and agrees that it shall not modify the eBay Content
without eBay’s prior review and written approval.



5.2 LiveWorld Materials. LiveWorld owns all Intellectual Property Rights in the LiveWorld
Materials. LiveWorld hereby grants Client a worldwide, nonexclusive, royalty-free license during
the Term to use, perform, and display LiveWorld Content and LiveWorld Materials used in connection
with the LiveWorld Services pursuant to this Agreement. LiveWorld does not own any Intellectual
Property Rights in the eBay Content.



5.3 Customizations. The parties acknowledge and agree that eBay may request LiveWorld to create
Customizations pursuant to a SOW. LiveWorld owns all Intellectual Property Rights in the
Customizations; provided, however, LiveWorld shall not make any such Customizations available to
any third parties whatsoever without eBay’s prior written approval, which may be withheld in eBay’s
sole discretion.





	5.4	 	Trademarks.






5.4.1 Subject to the terms and conditions of this Agreement and eBay’s prior review and
written approval, eBay hereby grants LiveWorld a nonexclusive, non-transferable, revocable,
worldwide, royalty-free license to use eBay’s trademarks, trade names and logos
(collectively, “eBay Trademarks”) solely in connection with LiveWorld’s performance of its
obligations and duties under this Agreement. LiveWorld shall comply with any usage
guidelines, which may be provided by eBay in connection with the eBay Trademarks, and shall
not challenge eBay’s ownership of the eBay Trademarks.




5.4.2 Subject to the terms and conditions of this Agreement, LiveWorld hereby grants eBay a
nonexclusive, non-transferable, revocable, worldwide, royalty-free license to use
LiveWorld’s trademarks, trade names and logos (collectively, “LiveWorld Trademarks”) solely
in connection with eBay’s marketing activities under this Agreement. eBay shall comply with
any usage guidelines, which may be provided by LiveWorld in connection with the LiveWorld
Trademarks, and shall not challenge LiveWorld’s ownership of the LiveWorld Trademarks.




	5.5	 	Proprietary Notices. Both parties agree not to remove any copyright or other proprietary
rights notices from the other party’s trademarks or Content without the other party’s prior
written consent.






			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 6 of 10	 







 









 






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






	6.	 	Representations and Warranties
	 
	6.1	 	Mutual Representations and Warranties. Each party represents and warrants to the other
party that:






6.1.1 When executed and delivered by both parties, the Agreement will constitute the legal,
valid, and binding obligation of the parties, enforceable against both parties in accordance
with the terms and conditions of the Agreement.




6.1.2 Each party’s execution of the Agreement, and the performance of its obligations and
duties hereunder, do not and will not violate any agreement to which such party is a party
of is otherwise legally bound.




	6.2	 	eBay Representations and Warranties. eBay represents and warrants that:






6.2.1 eBay has the full corporate authority, right and power to enter into, execute and
deliver this Agreement, and to perform its obligations hereunder;




	6.3	 	LiveWorld Representations and Warranties. LiveWorld represents and warrants that:






6.3.1 LiveWorld has the full corporate authority, right and power to enter into, execute and
deliver this Agreement, and to perform its obligations hereunder;




6.3.2 LiveWorld shall comply with all applicable laws, statutes, ordinances, rules and
regulations of each county, state and city or other political entity with jurisdiction over
the LiveWorld Services.




6.3.3 LiveWorld has all proprietary right, title, and interest in and to (or will secure
prior to using) the LiveWorld Materials, owns or has rights to the copyright and all trade
secret, trademark, trade name, and patents, and other proprietary rights in and to (or will
secure prior to using) the LiveWorld Materials rand has full power, right, and authority to
use and exploit the LiveWorld Materials in accordance with this Agreement;




6.3.4 LiveWorld Materials and use of the LiveWorld Materials by eBay will not violate any
laws or regulations or third-party proprietary rights, including, without limitation,
copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws;




6.3.5 LiveWorld is now and will continue to be in compliance with all applicable
international, federal, state, and local laws, rules, and regulations with respect to its
obligations under this Agreement, including, but not limited to, the Digital Millennium
Copyright Act and any amendments thereto; and




6.3.6 LiveWorld has obtained and will maintain, at its own expense, all applicable rights
and authorizations to provide LiveWorld Content in conjunction with this Agreement, to
operate the LiveWorld Web Site, and to perform its obligations under this Agreement,
including, but not limited to, any and all international, federal, state, or local licenses
and approvals.




6.3.7 LiveWorld warrants that the LiveWorld Service will not contain any virus or other
harmful code.




	7.	 	Mutual Disclaimer of Warranties 




EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES,
WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 7 of 10	 







 









 






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




PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE
LIVEWORLD SERVICES, THE EBAY SITES, THE PAYPAL SITE AND ANY OTHER TECHNOLOGY OR SERVICES.
LIVEWORLD ASSUMES NO LIABILITY FOR ANY ACT OR OMISSION OF EBAY OR USERS. EBAY ASSUMES NO LIABILITY
FOR ANY ACT OR OMISSION OF LIVEWORLD OR USERS. NEITHER PARTY ASSUMES ANY LIABILITY FOR THE
QUALITY, AVAILABILITY, OR VALUE OF ANY GOOD OR SERVICE OFFERED BY A THIRD PARTY IN CONNECTION WITH
THE EBAY SITES, PAYPAL SITE, LIVEWORLD SERVICES OR ANY INFORMATION AVAILABLE ON ANY EBAY SITES OR
PAYPAL SITE. WITHOUT LIMITING ANY OBLIGATION OF LIVEWORLD UNDER THIS AGREEMENT INCLUDING BUT NOT
LIMITED TO EXHIBIT D, LIVEWORLD SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE LIVEWORLD SERVICES
WILL OPERATE AT ALL TIMES IN AN UNINTERRUPTED MANNER. EBAY DOES NOT REPRESENT OR WARRANT THAT THE
EBAY SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION.





	8.	 	Mutual Limitation of Liability




EXCEPT IN THE EVENT OF A BREACH OF SECTION 10 (“CONFIDENTIALITY”), NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS OR LOST BUSINESS
WHETHER BASED ON BREACH OF CONTRACT, OR IN TORT. EXCEPT IN THE EVENT OF A BREACH OF SECTIONS
[10] (“CONFIDENTIALITY”) OR A CLAIM UNDER SECTION [9] (“INDEMNITY”), IN NO EVENT WILL EITHER PARTY
BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNT(S) RECEIVED BY LIVEWORLD
FROM EBAY UNDER THIS AGREEMENT DURING THE LAST TWELVE (12) MONTHS PREVIOUS TO THE DATE THE CLAIM OF
LIABILITY IS MADE. THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS
FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION
OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.





	9.	 	Indemnity




9.1 eBay Indemnity. eBay agrees to defend, indemnify and hold LiveWorld, and its successors,
officers, directors and employees, harmless from any and all claims, demands, costs, liabilities,
expenses and damages, including reasonable attorneys’ fees, which LiveWorld may incur as a result
of any third party actions to the extent such third party actions arise out of or relate to: (i) a
breach of any representation, warranty, covenant of eBay under this Agreement, or use of the
LiveWorld Services by eBay in violation of the terms of this Agreement; (ii) infringement by any
eBay Mark of a U.S. copyright, trademark right or other intellectual property right of a third
party or misappropriation of any third party trade secret, except where such eBay Mark has been
modified without authorization, and such modification is the basis of the Claim; and (iii)
violation of the terms and conditions of the Board Usage Policy, User Agreement or Privacy Policy
of an applicable federal or state law, provided that eBay shall have no indemnification
obligations under this Section 9.1 to the extent such claims arise from or relate to improper
actions taken by LiveWorld, or any failure of LiveWorld to comply with the terms of this Agreement,
in connection with LiveWorld’s enforcement of the Board Usage Policy. Such indemnification will be
eBay’s sole and
exclusive obligation and LiveWorld’s sole and exclusive remedy as a result of any third party
actions arising from infringement.




			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 8 of 10	 








 









 






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




9.2 LiveWorld Indemnity. LiveWorld agrees to defend, indemnify and hold eBay, and its successors,
officers, directors and employees, harmless from any and all claims, demands, costs, liabilities,
expenses and damages, including reasonable attorneys’ fees, which eBay and/or any eBay Affiliate
may incur as a result of any third party actions to the extent such third party actions arise out
of or relate to (i) a breach of any representation, warranty or covenant of LiveWorld under this
Agreement; (ii) a claim by a third party that data, an image, text, logo, or other content on the
LiveWorld Web Site or in the LiveWorld Materials infringes an Intellectual Property Right held by
any third party; (iii) a claim by a third party that LiveWorld has, by means of and in the course
of providing the LiveWorld Services, defamed or libeled, misused private data, or invaded the
privacy of that third party; (iv) LiveWorld’s failure to comply with the Board Usage Policy and/or
eBay’s written instructions relating to LiveWorld’s enforcement of the Board Usage Policy; and (v)
infringement by the LiveWorld Services and/or LiveWorld Materials of a any copyright, trademark
right or other intellectual property right of a third party or misappropriation of any third party
trade secret, except where such LiveWorld Services and/or LiveWorld Materials have been modified by
eBay without authorization, and such modification is the basis of the Claim. Such indemnification
will be LiveWorld’s sole and exclusive obligation and eBay’s sole and exclusive remedy as a result
of any third party actions arising from infringement.



9.3 Indemnity Notice and Process. In connection with any claim for indemnification under this
Section 9, the party seeking indemnification, as a condition of the indemnity, must: (i) give the
indemnifying party prompt written notice of the claim; (ii) cooperate fully with the indemnifying
party in the defense, handling, and settlement of the claim, and (iii) permit the indemnifying
party to control the defense and settlement of the claim; provided that the indemnifying party may
not settle the claim without the indemnified party’s prior written consent.





	10.	 	Confidentiality




10.1 Non-Disclosure. Subject to the exceptions and proviso set forth in this Section 10, each
party agrees that it shall not make use of, disseminate, or in any way disclose the other party’s
Confidential Information to any third party, person, firm or business, except as authorized by this
Agreement and to the extent necessary for performance of this Agreement. Each party agrees that it
shall disclose Confidential Information only to those of its employees and/or contractors who need
to know such information and who have previously agreed to be bound by the terms and conditions of
this Agreement. Each party agrees that it will treat all Confidential Information of the other
party with the same degree of care as it accords its own Confidential Information, but in no event
shall the standard of care accorded to Confidential Information of one party in the possession of
the other party be less than the reasonable standard of care. User Data and Transaction Data shall
be deemed Confidential Information of eBay.



10.2 Exceptions. The receiving party’s obligations with respect to any portion of Confidential
Information will terminate if the receiving party can demonstrate that: the Confidential
Information was in the public domain at the time it was communicated to the receiving party by the
disclosing party; or it entered the public domain after the time it was communicated to the
receiving party by the disclosing party through no fault of the receiving party; or it was
rightfully in the receiving party’s possession free of any obligation of confidence at the time it
was communicated to the receiving party by the disclosing party; or it was developed by the
receiving party independently of and without reference to any information communicated to the
receiving party by the disclosing party.



10.3 Permitted Disclosure. Either party may disclose the existence and terms of the Agreement to
actual and prospective investors and their counsel and advisors in connection with any private
placement of securities, in connection with a merger, acquisition, or sale of all or substantially
all of its assets provided such prospective investors and their counsel and advisors are bound by
confidentiality restrictions that protect the confidential nature
of the terms of this Agreement and that are no less protective than those set forth in this
Agreement. Disclosure of Confidential Information shall not be a violation of this Agreement if the
disclosure was pursuant to applicable




			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 9 of 10	 








 









 






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




federal, state or local law, regulation, court order, or
other legal process; provided that the party must first notify the other party of such disclosure
requirement or order and use reasonable efforts to obtain, or permit the other party to obtain,
confidential treatment or a protective order therefore.





	11.	 	Term and termination




11.1 Term. Unless terminated earlier pursuant to the termination provisions in this
Section 11, this Agreement shall remain in effect for [***] year from the Effective Date (the
“Initial Term”). The Agreement will then automatically renew for an additional [***] months
(“Renewal Term”) unless either party notifies the other in writing at least [***] days prior to the
end of the Initial Term that it will not renew the Agreement. The Initial Term and Renewal Term
shall collectively be referred to herein as “Term” or “term”. The fees applicable to any renewal
of this Agreement after the Initial Term are those listed in Exhibit A-1 and A-2.



11.2 Termination for Breach. 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 (i) 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; (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; or (3) in accordance with
Exhibit E (“Information Security Service Level Agreement”).



11.3 Termination Due To Inability to Perform. In the event that LiveWorld becomes unable to
perform its obligations under this Agreement due to financial problems or the commencement of a
bankruptcy or insolvency proceeding, then eBay may terminate this Agreement upon [***] hours fax,
written or e-mail notice to LiveWorld of its election to terminate. In the event that eBay elects
to terminate this Agreement pursuant to this Section 11.4, Licensee grants eBay a nonexclusive,
royalty-free, worldwide, perpetual license to use all software necessary to keep the discussion
boards running effective immediately upon the date on which eBay terminates this Agreement in
accordance with this Section 11.3.





	 	(a)	 	Limitation of Applicability. This Section 11.4 is limited only to terminations that
occur as a result of LiveWorld’s inability to perform its obligations under this Agreement
due to financial problems and/or the commencement of a bankruptcy or insolvency proceeding.




11.4 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. All
accrued payment obligations of LiveWorld and eBay shall survive expiration or termination of this
Agreement. 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.





	12.	 	General Provisions




12.1 Independent Contractors. Notwithstanding the use of the term “partner” in this
Agreement, the attached Exhibits and/or any marketing materials or press releases generated in
connection with this Agreement, the
relationship of LiveWorld and eBay is that of independent contractors. Nothing in this Agreement
shall (i) be construed to create a partnership or joint venture between LiveWorld and eBay, (ii)
give either party the power to





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 10 of 10	 







 









 






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




direct or control the day-to-day activities of the other, (iii)
grant authority to the other party, or allow either party to create, assume or enter into
agreements of any kind on behalf of the other party for any purpose whatsoever.



12.2 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted
successors and assigns. Neither party may assign this Agreement, in whole or in part, without the
other party’s prior written consent; provided, however, that this Agreement may be assigned by
eBay, or the rights and obligations of this Agreement may be transferred by eBay, in the course of
a change of control transaction, in which a majority and controlling interest in the eBay’s voting
shares or other securities is transferred to an acquiring company. eBay may also assign this
Agreement, in whole or in part, to any eBay Affiliates upon prior written notice to LiveWorld. Any
assignment, or attempted assignment, in violation of this Section 12.3 shall be null and void and
of no effect whatsoever.



12.3 Force Majeure. Without limiting the foregoing, neither party shall be liable for any failure
or delay resulting from any governmental action, fire, flood, insurrection, earthquake, riot,
explosion, embargo, act of terrorism; transportation interruption of any kind, or any other
condition beyond the control of the affected party. This section shall not apply to the payment
obligations hereunder.



12.4 Governing Law. This Agreement and the legal relations between the parties arising hereunder
shall be governed by and interpreted in accordance with the laws of the State of California
exclusively; as such laws apply to agreements between California residents to be performed entirely
in this state. Both parties submit to personal jurisdiction in California and further agree that
any cause of action arising under this Agreement will be brought exclusively in the County of Santa
Clara, State of California.



12.5 Complete Agreement. This Agreement contains the entire understanding of the parties hereto
with respect to the transactions and matters contemplated by the parties. The Agreement supersedes
all previous agreements between LiveWorld and eBay concerning the subject matter of this Agreement.
Neither party has relied on any statement, representation or promise of the other party or of any
officer, agent, employee or attorney for the other party, in executing this Agreement except as
expressly stated in this Agreement.



12.6 Severability & Waiver. In the event any provision of this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain
in full force and effect. No waiver of any breach of any provision of this Agreement, or any delay
in exercising rights hereunder, shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.



12.7 Notices. All notices, demands and other communications hereunder shall be in writing to the
addresses specified in Exhibit C to this Agreement, and shall be deemed to have been duly given as
follows: (i) if sent by personal delivery when delivered personally; (ii) if sent by established
overnight courier upon written verification of receipt; (iii) if sent by facsimile transmission
when receipt is confirmed orally; or (iv) if sent by first class mail, postage fully pre-paid, on
the fifth (5th) calendar day after the notice is deposited in a U.S. Postal Services
mail box or with any U.S. Post Office. All notices must be sent to the contact person for notices
at the addresses specified in the attached Exhibit C. Either party may change their contact and/or
contact address by means of notice to the other party given in accordance with this Section 12.8;
provided, however, that until such notice is duly given, notices shall be deemed duly and properly
given if delivered to the last address provided by the other party in accordance with this Section
12.8.



12.8 Publicity. Neither party shall issue any press release nor make any public statement regarding
this Agreement (including the terms and existence thereof) or the relationship of the parties
without the other’s prior
written approval which may be withheld in either party’s sole discretion. Nothing herein shall
require either party to approve the issuance of a press release nor obligate either party to
participate in a press release with the other. Neither party will make any public disclosure of
the specific business terms of this Agreement without the prior




			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 11 of 10	 








 









 






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




consent of the other party, except
as required by law. Subject to eBay’s prior review and written approval which shall not be
unreasonably withheld, LiveWorld may identify eBay as a customer of LiveWorld on the LiveWorld Web
Site.



12.9 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed an original, and all
of which, taken together, shall constitute one and the same Agreement. A counterpart of this
Agreement transmitted by a party hereto to the other parties by facsimile transmission and bearing
the signature of such party shall be deemed an original hereof and may be relied upon by the
recipient as duly executed and effective notwithstanding the fact that the recipient did not
receive an original copy of the transmitter’s signature.



12.10 Exhibits. All The Exhibits referenced herein are incorporated herein by reference.



12.11 Captions. The captions and headings used in this Agreement are for the convenience of the
parties and shall not be utilized to interpret, construe or define the provisions of this
Agreement.



12.12 Remedies. Except as provided herein, the rights and remedies of each party set forth in this
Agreement are not exclusive and are in addition to any other rights and remedies available to it at
law or in equity.



12.13 Non-disclosure of Agreement Terms. Neither party shall disclose to third parties, other than
its agents and representatives on a need-to-know basis, the terms of this Agreement or any Exhibits
hereto without the prior written consent of the other party, except either party shall be entitled
to disclose such terms to the extent required by law.



12.14 Time is of the Essence. Time is of the essence with respect to the terms, conditions,
obligations and duties under this Agreement.



12.15 Amendment. This Agreement may only be amended by a written instrument executed by all
parties hereto.



12.16 Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and their
successors and permitted assigns, and, except as expressly provided herein or in any schedule
hereto, does not confer any rights or remedies on any other person or entity.



12.17 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the
respective parties hereto, their respective successors and permitted assigns.



NO CHANGES OR ALTERATIONS TO THIS FORM OF AGREEMENT SHALL BE BINDING, EFFECTIVE, OR
ENFORCEABLE AGAINST EITHER PARTY UNLESS EACH CHANGE OR ALTERATION HAS BEEN INITIALED BY A
DULY-AUTHORIZED OFFICER OF BOTH PARTIES.



IN WITNESS WHEREOF, the parties have caused this Service Agreement to be executed by their
duly authorized representatives as of the Effective Date.




	 	 	 
	LiveWorld, Inc. (“LiveWorld”)

	 	eBay Inc. (“eBay”)






			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 12 of 10	 








 









 







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





	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address:

	 	1919 South Bascom Ave
	 	Address:
	 	2145 Hamilton Avenue
	 	 
	 

	 	 Campbell, CA 95008
	 	 	 	San Jose, California 195125	 	 
	Fax No.:

	 	(408) 871-5204
	 	Fax No.:
	 	(408)	 	 







			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Page 13 of 10	 








 









 







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








Exhibit A-1

US Current Deployed

Service Fee Schedule



LiveWorld shall provide the following Services for www.eBay.com in accordance with the Agreement
and all exhibits attached hereto at the recurring monthly fees set forth below for the Term of the
Agreement.




	 	 	 	 	 	 	 
	 	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	LiveWorld Services	 	[***]	 	[***]	 	[***]
	 

	 	[***] PV/Mo
	 	[***] PV/Mo
	 	[***] PV/Mo
	US Discussion Board

	 	$[***]
	 	$[***]
	 	$[***]
	US Chat Board

	 	$[***]
	 	$[***]
	 	$[***]
	US AnswerCenter

	 	$[***]
	 	$[***]
	 	$[***]
	US User Groups

	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	US Moderation

	 	$[***]
	 	$[***]
	 	[***]
	US Events

	 	(see Exh. B)
	 	(see Exh. B)
	 	(see Exh. B)
	Total

	 	$[***]
	 	$[***]
	 	$[***]






 





	•	 	For each [***] page views above the amounts listed in the table above, a recurring fee
of $[***] per month will be added to the fees charged.





	 	 	 	 	 	 	 
	 	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	Service	 	[***]	 	[***]	 	[***]
	 

	 	[***]K PV/Mo
	 	[***]K PV/Mo
	 	[***]K PV/Mo
	US Developer Board*

	 	$[***]
	 	$[***]
	 	$[***]







For each [***] page views above the amounts listed in the table above, a recurring fee of $[***]
per month will be added to the fees charged.


LiveWorld shall provide the following Services to PayPal, Inc. for the PayPal Site in accordance
with the Agreement and all exhibits attached hereto at the recurring monthly fees set forth below
for the Term of the Agreement.




	 	 	 	 	 	 	 
	 	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	Service	 	[***]	 	[***]	 	[***]
	 

	 	[***] PV/Mo
	 	[***] PV/Mo
	 	[***] PV/Mo
	US PayPal API Board

	 	$[***]
	 	$[***]
	 	$[***]







For each [***] page views above the amounts listed in the table above, a recurring fee of $[***]
per month will be added to the fees charged.



			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit A-1 	 






 









 






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





Exhibit A-2

eBay International Current Deployed

Service Fee Schedule



LiveWorld shall provide the following Services for the international eBay Sites indicated below in
accordance with the Agreement and Exhibit A-3 at the recurring monthly fees set forth below for the
Term of the Agreement:




	 	 	 	 	 	 	 
	LiveWorld Services and	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	eBay Sites	 	[***]	 	[***]	 	[***]
	Canada www.ebay.ca

	 	[***] PV
	 	[***] PV
	 	[***]
	Discussion Boards — English

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards

	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	Moderation — English

	 	$[***]
	 	$[***]
	 	$[***]
	Australia www.ebay.com.au

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – English

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards

	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	Moderation — English

	 	$[***]
	 	$[***]
	 	$[***]
	UK www.ebay.co.uk

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – English

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards

	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	[***] Hrs/mo
	 	[***] Hrs/Mo
	 	[***] Hrs/Mo
	Moderation — English

	 	$[***]
	 	$[***]
	 	$[***]
	French www.ebay.fr

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards — French

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards

	 	$[***]
	 	$[***]
	 	$[***]
	German www.ebay.de

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – German

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards — German

	 	$[***]
	 	$[***]
	 	$[***]
	Italian www.ebay.it

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – Italian

	 	$[***]
	 	$[***]
	 	$[***]
	Chat Boards – Italian

	 	$[***]
	 	$[***]
	 	$[***]
	The Netherlands www.ebay.nl

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – Dutch

	 	$[***]
	 	$[***]
	 	$[***]
	Discussion Boards -

Dutch/Belgium

	 	$[***]
	 	$[***]
	 	$[***]
	Belgium www.ebay.be

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – Dutch

	 	$[***]
	 	$[***]
	 	$[***]
	Discussion Boards – French
	 	 	 	 	 	 
	Chat Boards – Dutch
	 	 	 	 	 	 
	Chat Boards – French
	 	 	 	 	 	 





 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit A-2 	 





 









 







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





	 	 	 	 	 	 	 
	LiveWorld Services and eBay	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	 Sites	 	[***]	 	[***]	 	[***]
	Taiwan www.tw.ebay.com

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Discussion Boards – Taiwan

	 	$[***]
	 	$[***]
	 	$[***]
	Taiwan (Special)*

	 	[***] PV
	 	[***] PV
	 	[***] PV
	Listing Q&A for Taiwan

	 	$[***]
	 	$[***]
	 	$[***]
	Spanish Discussion Board
www.ebay.com/es

	 	[***] PV
	 	[***] PV
	 	[***] PV
	 

	 	$[***]
	 	$[***]
	 	$[***]
	Hong Kong www.ebay.com.hk – Bundled
price for the following LiveWorld
Services: Discussion Board, Chat
Board and Answer Center

	 	[***] PV
	 	[***] PV
	 	[***] PV
	 

	 	$[***]
	 	$[***]
	 	$[***]
	Singapore www.ebay.com.sg — – Bundled
price for the following LiveWorld
Services: Discussion Board, Chat
Board and AnswerCenter

	 	[***] PV
	 	[***] PV
	 	[***] PV
	 

	 	$[***]
	 	$[***]
	 	$[***]
	China Discussion Board
www.eachnet.com

	 	[***] PV
	 	[***] PV
	 	[***] PV
	 

	 	$[***]
	 	$[***]
	 	$[***]








 




			
	•	 	For each [***] page views above the amounts listed in the table above, a recurring fee
of $[***] per month will be added to the fees charged.
	 
	•	 	The URLs of each international eBay Site listed above may be changed from time to time
by eBay.
	 
	 	 	 * eBay may cancel this LiveWorld Service (Listing Q&A for Taiwan) at any time upon [***]
days prior written notice. eBay shall not be required to pay any fees associated with this
LiveWorld Service, after such cancellation, in the event eBay cancels such LiveWorld
Service.




All of the international eBay Sites listed above are owned and operated by eBay
International A.G. (an eBay Affiliate), excluding www.ebay.com.au which is owned and
operated by eBay International Inc. (an eBay Affiliate) and www.eachnet.com which is owned
and operated by EachNet (an eBay Affiliate).



			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit A-2	 






 









 






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








Exhibit A-3

Description of LiveWorld Services and Terms Relating to Each Such LiveWorld Service



As set forth in the recitals, LiveWorld provided the LiveWorld Services to eBay under the Original
Contract as modified by the Addendums. Although this Agreement has replaced the Original Contract,
LiveWorld acknowledges and agrees that LiveWorld Services provided under this Agreement shall have
the features and functionalities that are included as part of the LiveWorld Services provided by
LiveWorld as of the Effective Date. Such features and functionalities include, but shall not be
limited to, the following:





	 	A.	 	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
	 
	 	•	 	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
	 
	 	•	 	Ability to customize functionality of an employee in the hierarchy (eBay
will set criteria per specified admin. level)
	 
	 	•	 	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)
	 
	 	•	 	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, of about 20.
	 
	 	•	 	30 day viewing of threads/posts. If after 30 days no one has posted to a
specific thread, that thread and all posts in that thread permanently
disappear
	 
	 	•	 	Admin. Hierarchy:






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






	 	•	 	Reports:






	 	o	 	All Reports customizable by Day, Week, Month
	 
	 	o	 	Page Views report by all folders and by individual folder, by discussion
	 
	 	o	 	Post reports by all folders and by individual folders
	 
	 	o	 	Discussions: total overall, total new, by board, by folder






	 	•	 	Administrative Functionality:






	 	o	 	Administrator — sets access levels and
authorizations (i.e. edit general functions available at the Manager
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, View Change Logs, 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	 	Manager (Authorized by individual User ID
 — may be site-specific, e.g., AllBoards, 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), Setfolders “read only”, “reply only”, or “moderate”




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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






	 	•	 	Member (Any eBay-registered user when logged in)- View,
Post, Search, Subscribe, use general “Public” feature






	 	•	 	Auto suspend users for a specified period of time, and have them automatically reinstated
	 
	 	•	 	Ability for administration to view members email address
	 
	 	•	 	Pagination of Topics, and of posts in topics (i.e., “1-20, 21-40, 41-60”
or “1,2,3,4,5”, as well as “forward, back”)
	 
	 	•	 	Post Removals: total overall, by board, by folder
	 
	 	•	 	Develop ability to transfer data to eBay data warehouse






	 	B.	 	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






	 	C.	 	AnswerCenter Service
	 
	 	 	 	Features:






	 	•	 	Q&A posting technology
	 
	 	•	 	Member ratings
	 
	 	•	 	Recognition systems
	 
	 	•	 	Q&A board messaging service
	 
	 	•	 	Watch list and Subscriptions
	 
	 	•	 	Administration and reporting
	 
	 	•	 	Advanced integrated search
	 
	 	•	 	Email digests
	 
	 	•	 	Attachments
	 
	 	•	 	Community metrics
	 
	 	•	 	A dedicated LiveWorld community manager and a LiveWorld team assigned to
provide the Service






	 	D.	 	User Groups Service
	 
	 	 	 	Features:






	 	•	 	Online user groups services
	 
	 	•	 	Allow users to create public or private groups
	 
	 	•	 	Allow eBay to create hidden groups
	 
	 	•	 	Provide search by region and user group category
	 
	 	•	 	Group functions/features:






	 	o	 	Group welcome page
	 
	 	o	 	Group home page
	 
	 	o	 	Member lists
	 
	 	o	 	Announcements
	 
	 	o	 	Discussions
	 
	 	o	 	Photo Album




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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






	 	o	 	Event Calendar
	 
	 	o	 	Polls
	 
	 	o	 	Invite members
	 
	 	o	 	Email members
	 
	 	o	 	Report abuse
	 
	 	o	 	Remove me link






	 	•	 	Group administration for group leaders
	 
	 	•	 	System-wide administration for ebay






	 	E.	 	Moderation Services
	 
	 	 	 	Features:






	 	•	 	Users with will access to a “Report” button on messages in designated
areas to allow users to self-report violations of eBay’s Board Usage Policy
	 
	 	•	 	LiveWorld will review all reported posts to evaluate if those posts
violate the Board Usage Policy and remove Reported Content that violates
such Board Usage Policy
	 
	 	•	 	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






	 	F.	 	Events
	 
	 	 	 	Features:






	 	•	 	Organized venue for online, text-based, live auditorium-style events for
up to 5,000 visitors
	 
	 	•	 	Standard duration of 60-minutes per event
	 
	 	•	 	Client may provide and include either a slide show or web tour (up to 10
URL’s) with each event at no additional charge
	 
	 	•	 	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




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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






	 	G.	 	Network Defense Service
	 
	 	 	 	Features:






	 	•	 	Advanced protection against Denial of Service attacks, worms, and viruses






	 	H.	 	Polls
	 
	 	 	 	Feature:






	 	•	 	Single poll question using single response or multiple response style format
	 
	 	•	 	Optional display for users of poll results
	 
	 	•	 	Poll duration active for 5 days
	 
	 	•	 	Additional fees may apply for customized look-and-feel or HTML set-up eBay shall provide question text and answer list prior to LiveWorld setting
up the poll. Once LiveWorld sets up the Poll, eBay shall have one round of
edits. Additional editing may incur additional fees.






	 	I.	 	US Developer Board
	 
	 	 	 	Features: Same as features listed in Section C, AnswerCenter Features






	 	J.	 	PayPal Developer Board
	 
	 	 	 	Features: The PayPal Developer Board uses the LiveWorld’s standard LiveForum service,
version 3.2 which includes:






	 	•	 	Threaded discussion board
	 
	 	•	 	Member ratings
	 
	 	•	 	Watch list and Subscriptions
	 
	 	•	 	Administration and reporting
	 
	 	•	 	Advanced integrated search
	 
	 	•	 	Attachments
	 
	 	•	 	Community metrics




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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





Exhibit B

Standard Fees for LiveWorld Services on New International eBay Sites and Additional Live World Services on Existing International eBay Sites



LiveWorld acknowledges and agrees that eBay may request LiveWorld, pursuant to a SOW to provide
certain LiveWorld Services on additional international eBay Sites that aren’t identified in Exhibit
A-2 from time to time during the Term of the Agreement and/or request LiveWorld to provide
additional LiveWorld Services (i.e., LiveWorld Services that aren’t identified in Exhibit A-2 as
being provided for such international eBay Sites) for the international eBay Sites identified in
Exhibit A-2. In the event eBay chooses to do so in eBay’s sole discretion, the parties will
mutually agree in writing upon the LiveWorld Services to be provided and the associated fees with
the understanding that the fees for such LiveWorld Service shall be no more than the fees set forth
in the table below.




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

Boards, or AnswerCenter
	 	 	 	 	 	 	 	 
	Standard Set-up (English)

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	Standard Set-up (Unicode)

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	Monthly Operating Fee

	 	[***]K PV/month
	 	$[***]
	 	$[***]
	 	$[***]
	Monthly Operating Fee

	 	< [***]K PV/mo
	 	$[***]
	 	$[***]
	 	$[***]





 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Monthly Fee	 	Monthly Fee	 	Monthly Fee
	Service	 	Quantity	 	[***]	 	[***]	 	[***]
	User Groups
	 	 	 	 	 	 	 	 
	Set-up (English)

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	Set-up (Unicode)

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	Monthly Operating Fee

	 	[***]K PV
	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	eBay QA Process

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	Moderation
	 	 	 	 	 	 	 	 
	English

	 	Per hour
	 	$[***]
	 	$[***]
	 	$[***]
	Non-English
(subject to availability)

	 	Per hour
	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	Consulting
	 	 	 	 	 	 	 	 
	Strategic Consulting

	 	Per hour
	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	Per day
	 	$[***]
	 	$[***]
	 	$[***]
	Development

	 	Per hour
	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	Per day
	 	$[***]
	 	$[***]
	 	$[***]
	 

	 	Per week
	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	Events

	 	Per event
	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	Polls

	 	Per Poll
	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	Network Defense Service

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	 
	 	 	 	 	 	 	 	 
	US PayPal General Board
	 	 	 	 	 	 	 	 
	Set-up

	 	 	 	$[***]
	 	$[***]
	 	$[***]
	Monthly operating fee

	 	1M PV/month
	 	$[***]
	 	$[***]
	 	$[***]






 





	•	 	For each [***] page views page views above the amounts listed in the table above, a
recurring fee of $[***] per month will be added to the fees charged.
	 
	•	 	Note: Multiple services (Discussion Boards, Chat Boards, AnswerCenter, User Groups)
implemented at the same time for one country will be [***]% of the listed fees in the
above table.




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit B 	 





 









 






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





THIS PAGE INTENTIONALLY LEFT BLANK




Exhibit B




Page 1 of 2







Copyright © 2004–LiveWorld, Inc.





 









 






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





EXHIBIT C

Legal Notices




LiveWorld, Inc.




Peter Friedman

Chairman and CEO

LiveWorld, Inc.

170 Knowles Drive, Suite 211

Los Gatos, CA 95032




Phone: 408-871-5200

Fax:   408-871-5300




eBay:




Mike Jacobson

General Counsel

eBay Inc.

2145 Hamilton Ave.

San Jose, CA 95125



 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit C 	 





 









 






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





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 level agreement
(“SLA”).






	 	1.1	 	Service Availability Performance. LiveWorld shall measure Service Availability
(“SA”) on a average basis across all LiveWorld Services provided under this Agreement,
with such SA to be weighted by the approximate percentage of Users impacted.






Monthly Service Availability Weighted Metric for all LiveWorld Services: [***]%




	 	1.2	 	Website Response Performance. LiveWorld shall measure monthly weighted average
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: [***] seconds, [***]% of the time




Minimum time to connect to LiveWorld Site: [***] seconds, [***]% 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




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 scheduled maintenance or
eBay outage or other exclusion per the terms of this agreement.


 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 






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






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


 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 






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





	 	 	 
	Sample data will look similar to the following:
	 	 
	1083108300 forums.ebay.com /db1/forum.jsp?forum=102 OK 492
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db1/forum.jsp?forum=102 OK 614
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 503
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 111
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 309
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 Maint 11552
	 	Ignore
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 625
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 732
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 819
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 277
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 832
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 710
	 	Fulfilled,   <2
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.jsp?forum=105 OK 2102
	 	Fulfilled,   <4
	 
	 	 
	1083108300 forums.ebay.com /db2/forum.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 Service Availability Calculation:



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





Unfulfilled requests– timeouts or requests that take longer then
[***] seconds ([***] milliseconds)




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




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




< [***] requests – all Fulfilled requests loading in less than
[***] seconds ([***] milliseconds) but greater than or
equal to 2 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.


 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 







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




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: Fufilled=[***], 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=[***] – 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 by weighting scores for each LiveWorld

Service by using the monthly Page Views reported by each service.




	 	 	 	 	 	 	 	 	 
	 	 	Weight	 	Service	 	Web Response	 	Web Response
	 	 	(Per [***]	 	Availability	 	(WR) < [***]	 	(WR) < [***]
	Service	 	Page Views)	 	(SA)	 	sec	 	sec
	US Discussion Boards

	 	[***]
	 	[***]
	% 	[***]
	% 	[***]%
	German Disc. Boards

	 	[***]
	 	[***]
	% 	[***]
	% 	[***]%
	Raw Scores

	 	[***]
	 	[***]
	 	[***]
	 	[***]    
	Weighted Average

	 	 	 	[***]
	% 	[***]
	% 	[***]%





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 






 









 







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






The metric for this sample SA (for Section 1.1 of this Exhibit D) is
[***]%. The metric for this sample WR (for Section 1.2 of this Exhibit D)
for less than [***] seconds is [***]%, and for less than
[***] seconds is [***]%.




	1.3	 	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 Resolution:




2.1 Technical Support. LiveWorld shall provide eBay with Technical Support every day
(7x24) with a telephone/pager number for submission of all Support Requests. An on-call
support technician 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.






			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 







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











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 user or
eBay contributed HTML that causes performance/display
problems)	 	 





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 amount of time elapsed to
complete each step .





Escalation Response Expectation Table




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

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

	 	[***] hour during

normal business

hours, [***] hours

otherwise
	 	[***] calendar days
	 	Within [***] calendar days
	 
	 	 	 	 	 	 
	3 (Minimal)

	 	[***] business day
	 	Worked on a time

available basis
	 	As appropriate
	 
	 	 	 	 	 	 




2.3 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 (backup: Bruce Dembecki 408-218-1313)

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

[***] min. Jay Friedman, 408-891-5743

>[***] min Peter Friedman, 408-666-1125



 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 






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




Severity 3 Problem Escalation.



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

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

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

>[***] Jay Friedman, 408-891-5743



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



 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 






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




3. Scheduled Maintenance:



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



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 to 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 guarantees 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 up to [***] 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
of omission by eBay; or from any Force Majeure events.





6. LiveWorld environment 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:



			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 






 









 






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




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 Netscape Navigator 4.X and later and
Microsoft Internet Explorer 4.X and later. eBay and LiveWorld shall mutually agree on the
timeframe in which LiveWorld’s then current services will be made compatible with new
releases of Netscape Navigator and/or Microsoft Internet Explorer, that are released after
the effective date of this Agreement.



 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 





 









 







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, in its sole discretion, within thirty (30) days of an
incident whether a credit is due and shall notify LiveWorld in writing. Credits will be due
and payable within [***] days of written notice from eBay.




	 	 	 	 	 
	Standard	 	Credit/Bonus	 	Maximum Credit
	Service Availability

	 	[***]% or greater — no credit
[***]to < [***]% -
$[***]credit
[***]% or below — $[***]credit
	 	$[***] quarterly
	 
	 	 	 	 
	Escalation Response

	 	$ [***] per incident
	 	$[***] annually
	Website 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.



			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 






 









 






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





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit D 	 






 









 






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








EXHIBIT E




Internal Security Service Level Agreement





	1.	 	Security Audits






	 	1.1	 	Initial Audit. eBay will conduct an initial security audit of LiveWorld’s computer
systems that are designated by LiveWorld to be used in provision of the LiveWorld Services
under this Agreement. This audit will be scheduled at a mutually agreeable time and will
determine the state of security and readiness within LiveWorld’s environment. LiveWorld
will be granted [***]-days to respond to any issues identified through the audit.
	 
	 	 	 	If LiveWorld has had a security audit performed by an industry recognized third party as
mutually agreed upon by the parties, then the requirements of Section 1.1 above will be
waived, provided the audit report applies to the environment in question and shows no
significant vulnerabilities are present
	 
	 	1.2	 	Periodic Audits. eBay reserves the right to periodically audit LiveWorld to ensure
compliance with the requirements of this Exhibit A. Non-intrusive network audits may be
performed randomly, without prior notice.
	 
	 	 	 	More intrusive network and physical audits may be conducted on site with [***] hours notice.
Such audits will take during the LiveWorld’s ordinary office hours and subject to
LiveWorld’s reasonable security restrictions (e.g., sign-in requirements, badge
requirements, escort requirements). This type of audit will not be performed more often
than once per calendar quarter.
	 
	 	1.3	 	Code Audits. A web code review is the audit of web code, including CGI, Java, etc, for
the explicit purposes of detection and remediation of security vulnerabilities. If
LiveWorld has completed a web code review, LiveWorld will disclose who completed the
review, what were the results, and what remediation activity has taken place.
	 
	 	1.4	 	Web Server Audits. Upon reasonable prior written notice by eBay, LiveWorld will permit
one personnel designated by eBay to review the specific configuration files for any web
servers used by LiveWorld for LiveWorld site. Such a review will take place during
LiveWorld’s ordinary office hours and solely at LiveWorld’s facilities. This type of
review will not occur more frequently than once in any calendar quarter, unless eBay
provides reasonable documentation supporting concerns of a specific security risk.
	 
	 	1.5	 	Audit After an Incident. If a breach of security event occurs at LiveWorld, eBay will
conduct a security audit. LiveWorld will be granted [***]-days to respond to any issues
identified through the audit. Once identified issues have been resolved, eBay may conduct
a security audit to ensure the completion of the resolution.
	 
	 	1.6	 	eBay Results and LiveWorld Response. eBay and LiveWorld shall mutually agree upon a
written set of security obligations for LiveWorld services. eBay will provide LiveWorld
with detailed results of any audit performed by eBay pursuant to this Section 1 that is a
violation of those security obligations. LiveWorld will be granted [***] days to resolve
any violations of the security obligations eBay has identified through an audit. Once
identified issues have been resolved, eBay may also conduct a security audit to ensure the
completion of the resolution. LiveWorld’s failure to resolve violations of the agreed




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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




upon security obligations identified through audits as set forth above may be a material breach of the
Agreement resulting in eBay terminating the Agreement without penalty or other termination
charge to eBay.



 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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






	2.	 	Security Incident Response






	 	2.1	 	Notification Timing. LiveWorld will immediately communicate any security breaches
related to LiveWorld site or LiveWorld Services to eBay promptly after discovery thereof
and will provide immediate feedback about any impact this breach may/will have on eBay or
its user community. LiveWorld will give its best effort to notify eBay of the security
breach no more than [***] minutes after detecting the breach and eBay being notified. No
more than [***] hour will pass between LiveWorld detecting a LiveWorld security breach and
eBay being notified.
	 
	 	2.2	 	Notification Format. Notification of a security breach will take the form of a phone
call to the eBay Network Operations Center (NOC) at (408) 376-6011.
	 
	 	 	 	LiveWorld will provide the following information during the notification phone call:






	 	a.	 	Problem statement;
	 
	 	b.	 	Expected resolution time (if known). If the resolution path is unknown
at the time of the phone call, the service provider will state this; and,
	 
	 	c.	 	The name and phone number of a LiveWorld representative the eBay can
contact to obtain incident updates.






	 	2.3	 	eBay Security Resources. eBay may, upon mutual agreement with LiveWorld, provide
resources from its security group to assist with an identified security breach.
	 
	 	2.4	 	eBay Environment Isolation. LiveWorld will be able either to immediately disable
functionality of the application or to isolate and safeguard the eBay data should a
security issue be identified. eBay reserves the right to require the service provider to
isolate its databases/servers/networks if it appears that eBay customer information is
being compromised by the security breach.
	 
	 	2.5	 	LiveWorld Response. LiveWorld’s failure to resolve security breach issues as set forth
above may be deemed by eBay to be a material breach of the Agreement resulting in Bay
terminating the Agreement without penalty or other termination charge to eBay. LiveWorld
shall use its best efforts to respond to security breaches caused by deficiencies in third
party products (operating systems, hardware, etc.) as set forth above and such issues shall
not be considered as cause for termination.






	3.	 	Physical Security






	 	3.1	 	Secure Facility. The equipment hosting the application for eBay will be located in a
physically secure facility, which requires badge access at a minimum.
	 
	 	3.2	 	Caged Environment. The infrastructure (hosts, network equipment, etc.) hosting the
eBay application will be located in a locked cage-type environment.
	 
	 	3.3	 	Access Disclosure. Upon written request from eBay, LiveWorld will disclose a list of
authorized personnel who have access to the environment hosting the application for eBay.
	 
	 	3.4	 	Background Check. Upon written request from eBay, LiveWorld will provide eBay its
background check procedures.




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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






	4.	 	Network Security 






	 	4.1	 	Information Disclosure. Upon written request from eBay, LiveWorld will provide a
proposed architecture document that includes a full network diagram illustrating the
relationship between the eBay Site, LiveWorld site and any other relevant networks, with a
full data flowchart that details where eBay data resides, the applications that manipulate
it, and the security thereof.
	 
	 	4.2	 	Application Access. LiveWorld’s application must provide user authentication and
controls to ensure that only eBay users have the ability to access eBay information. In
addition, all Personally Identifiable Information (PII) and other sensitive information
will be encrypted while stored. (See Cryptography below.). With the exception of email
addresses, eBay acknowledges that LiveWorld currently does not store any PII. eBay
acknowledges that LiveWorld will not be encrypting email addresses.
	 
	 	4.3	 	Firewalls. LiveWorld will deploy reasonably appropriate firewall technology in
operation of LiveWorld site, and the traffic between eBay and LiveWorld will be protected
and authenticated by cryptographic technology. See Cryptography below.






	 	 	[Air-Gapped. LiveWorld site will be exclusive to eBay as provided in the Agreement so eBay
acknowledges that, for purposes of its network security policies, there will be no need for the
network hosting LiveWorld site to be air gapped from any other network or customer that
LiveWorld may have. LiveWorld agrees to provide a firewall to maintain the above protection.]






	5.	 	Host Security






	 	5.1	 	Information Disclosure. Upon written request from eBay, LiveWorld will provide eBay
with the following information, all of which shall be considered LiveWorld’s Confidential
Information:






	 	5.1.1	 	How and to what extent the hosts (Unix, NT, etc.) comprising the eBay
application infrastructure have been hardened against attack.
	 
	 	5.1.2	 	Hardening documentation for Computer Aided Instruction (CAI), if available.
	 
	 	5.1.3	 	A list of current patches on hosts, including host Operating System patches,
web servers, databases, and any other material application.
	 
	 	5.1.4	 	Policy for applying patches and identifying and mitigating security
vulnerabilities.
	 
	 	5.1.5	 	Processes for monitoring the integrity and availability of eBay related hosts.
	 
	 	5.1.6	 	Information on their password policy for the eBay application infrastructure,
including minimum password length, password generation guidelines, and how often
passwords are changed.
	 
	 	5.1.7	 	Information on the account management process, for all accounts LiveWorld is
responsible for. This would include information on how an account is created, how
account information is transmitted back to the user, and how accounts are terminated
when no longer needed.




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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






	 	5.2	 	eBay Information Disclosure. eBay will not provide internal usernames/passwords for
account generation, as the company is not comfortable with internal passwords being in the
hands of third parties. In addition, eBay will not provide user usernames or passwords
for account generation. LiveWorld will authenticate users through EIAS (eBay’s Internet
Authentication Service described in the Specifications attached as Exhibit F) LDAP,
Netegrity, Client certificates, etc., or as otherwise contemplated by the Specification (as
amended from time to time).






	6.	 	Data Security






	 	6.1	 	Transfer of eBay Data. When eBay data is transferred between networks pursuant to the
Agreement, it will be encrypted, except in the case of email or Instant Messages.
	 
	 	6.2	 	Storage of eBay PII Data. Except for usernames and email addresses, LIVEWORLD will
ensure that eBay PII Data will be stored in encrypted format. eBay acknowledges that as of
the effective date of this agreement, LiveWorld does not store PII data.
	 
	 	6.3	 	Data Segregation. During the term of the Agreement, LIVEWORLD will ensure that eBay
data is logically isolated from other customer data and from LIVEWORLD’s corporate
environment to prevent unauthorized access.
	 
	 	6.4	 	Authorized Access. During the term of the Agreement, eBay data will only be handled by
a defined and authorized group of LIVEWORLD personnel.
	 
	 	6.5	 	Data Deletion and Destruction. Once the Agreement terminates or expires, or eBay data
is no longer required for the purposes of the Agreement, eBay data will be immediately
removed from the LIVEWORLD’s environment. Thereafter, all media used to store eBay data
will be cleaned using industry best practices or destroyed.






	7.	 	Web Security






	 	7.1	 	Information Disclosure. Upon written request from eBay, LiveWorld will provide eBay
with the following information, all of which shall be considered LiveWorld’s Confidential
Information:






	 	7.1.1	 	Specific configuration files for any web servers and associated support
functions, such as search engines or databases.
	 
	 	7.1.2	 	Whether or not LiveWorld is using Java, Javascript, ActiveX, PHP or ASP
(active server page) technology. If any of these technologies are used, in what
general component(s) of LiveWorld architecture the technology is used.
	 
	 	7.1.3	 	Identity of the computer programming language that the application back-end is
written in (i.e. C++, Perl, Python, VBScript, etc.).
	 
	 	7.1.4	 	Process for performing security Quality Assurance testing for the application.
For example, testing of authentication, authorization, and accounting functions, as
well as any other activity designed to validate the security architecture.






	8.	 	Cryptography




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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







	 	8.1	 	Proprietary Encryption. Secured transactions between LiveWorld and eBay Users as well
as storage of eBay confidential or PII data may not utilize any cryptography algorithms
developed internally by LiveWorld. Any symmetric, asymmetric or hashing algorithm utilized
by the eBay application infrastructure will utilize algorithms that have been published and
evaluated by the general cryptographic community.
	 
	 	8.2	 	Encryption Strength. Encryption algorithms will be of sufficient strength to equate to
128-bit TripleDES.
	 
	 	8.3	 	Hashing Functions. Hashing functions will be either SHA-1 or MD-5. If alternate
hashing functions are to be utilized, they will have explicit approval from the eBay
Information Security Team.
	 
	 	8.4	 	Cryptographic Technologies. Connections to LiveWorld site utilizing the Internet will
be protected using any of the following cryptographic technologies: IPSec, SSL, SSH/SCP,
PGP, or other technologies that provide, as reasonably determined by LiveWorld,
substantially similar levels of security.




 
			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit E 	 





 









 






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





Exhibit F

Statement of Work



Pursuant to the terms and conditions of the Services Agreement between eBay and LiveWorld dated
April ___, 2004, this statement of work shall be incorporated with this Services Agreement upon
approval below. To the extent there is any conflict between the Services Agreement or any
previously agreed upon SOW, the terms in this SOW shall control.




SOW Title:




	 	 	 
	SOW Date:

	 	Launch Date:





Applicable eBay Affliate: o eBay Inc. o eBay International A.G. o PayPal, Inc. o Other: 

                                        




Specification of work to be performed:




LiveWorld Responsibilities:




	 	 	 	 	 
	eBay Responsibilties:
	 	 	 	 
	 

	 	o
	 	PRD (check if applicable
	 

	 	 	 	     Final PRD date:                     
	 

	 	o
	 	QA (check if applicable)
	 
	 	 	 	 
	Applicable Fees:
	 	 	 	 
	 
	 	 	 	 
	 

	 	o
	 	Customization fees: (amount or N/A)
	 

	 	o
	 	Set-up Fees: (amount or N/A)
	 

	 	o
	 	eBay QA Process Fee: (amount or N/Z)
	 

	 	o
	 	Monthly operating Fees: (amount or N/A)






Other Terms (if applicable):




SOW approved by:




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

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 





			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit F 	 






 









 






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





	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






			
	 	 	 
	Confidential – LiveWorld Services Agmt
	Exhibit F