In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Ex Input:
Exhibit 10.33   Last Updated: April 6, 2007     CHASE AFFILIATE AGREEMENT   THIS AGREEMENT sets forth the terms and conditions agreed to between Chase Bank USA, N.A. (?Chase?) and you as an Affiliate in the Chase Affiliate Program (the Affiliate Program). Once accepted into the Affiliate Program, an Affiliate can establish links from the Affiliate's Website to [Chase.com]. Chase will pay Affiliate a fee for each approved credit card account that originates from a link in Affiliate's Website.   THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN AFFILIATE AND CHASE. TO APPLY TO THE AFFILIATE PROGRAM, YOU MUST COMPLETE AND SUBMIT THE AFFILIATE REGISTRATION FORM AND CLICK ON THE AGREE BUTTON BELOW TO INDICATE YOUR WILLINGNESS TO BE BOUND TO CHASE BY THIS AGREEMENT. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN CHASE REVIEWS AND ACCEPTS YOUR REGISTRATION FORM AND PROVIDES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR REGISTRATION FORM, AFFILIATE CERTIFIES THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH BELOW, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS REGISTRATION FORM BY THE NAMED AFFILIATE.   In connection with your participation in the Affiliate Program, Affiliate and Chase agree as follows:   1. Enrollment in the Affiliate Program; Restricted Content   To enroll in the Affiliate Program, you must submit a complete Affiliate Registration Form via the Chase Affiliate Website:   For new affiliates: https://ssl.linksynergy.com/php-bin/reg/sregister.shtml?mid=2291   For existing affiliates: http://www.linkshare.com/joinprograms?oid=87909   Chase will evaluate your registration form and will notify you via e-mail of the acceptance or rejection of your registration form. Chase reserves, in its sole discretion, with or without reason, the right to accept or reject your registration into the Chase Affiliate Program, including but not limited to a determination that your site is unsuitable for or incompatible with the Affiliate Program based on the following criteria (collectively Restricted Content):   • Incorporates images or content that is any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable   • Promote illegal activities, including gambling   • Promotes or depicts sexually explicit, obscene or pornographic images   • Promotes or depicts violence or hate speech   • Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights   • Contains or promotes politically sensitive or controversial issues   Chase also reserves the right to terminate this Agreement in the event that any Restricted Content is incorporated on Affiliate's site after acceptance of your registration form and the commencement of the term of this Agreement. Chase may also terminate this Agreement if your site is deemed unsuitable based on the criteria below:   • Manipulates key word searches on portals   • Misrepresents itself as a Chase Website by altering the visual look and feel of or text from Chase's site, and/or engage in framing the Chase Website   • Engages in domain squatting   • Engages in spamming or unsolicited commercial e-mail   • Engages in unauthorized telemarketing or remarketing of Chase Credit Card offers via telephone   • Uses Chase products and services in the domain name, URL or URI, including, but not limited to, any combination of the following words:   • JP • MORGAN • CHASE • MANHATTAN • AARP • AMAZON.COM • BALL STATE UNIVERSITY • BORDERS • BRITISH AIRWAYS • CASH PLUS • CHASE FREEDOM • CENTRAL MICHIGAN UNIVERSITY • CONTINENTAL • CORNELL UNIVERSITY • DISNEY • DUKE UNIVERSITY • FLEXIBLE REWARDS • FREE CASH • HARVARD COOP • HESS • HOME IMPROVEMENT • LEHIGH UNIVERSITY • LOUISIANA STATE UNIVERSITY • MARATHON • MARRIOTT • MIAMI UNIVERSITY • OHIO UNIVERSITY • OVERSTOCK • PERFECT CARD • PRIORITY CLUB / HOLIDAY INN • SONY • SOUTHERN ILLINOIS UNIVERSITY • SPEEDWAY SUPER AMERICA

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • STARBUCKS • SUBARU • TEMPLE UNIVERSITY • TOYS R US • TRAVEL PLUS • TRUMP • ULTIMATE REWARDS • UNITED • UNIVERSAL • UNIVERSITY OF ARIZONA ATHLETICS • UNIVERSITY OF CHICAGO • UNIVERSITY OF FLORIDA • UNIVERSITY OF HOUSTON • UNIVERSITY OF IDAHO • UNIVERSITY OF KENTUCKY • UNIVERSITY OF MARYLAND • UNIVERSITY OF MEMPHIS • UNIVERSITY OF MINNESOTA ATHLETICS • UNIVERSITY OF NOTRE DAME • UNIVERSITY OF OKLAHOMA • UNIVERSITY OF OREGON • UNIVERSITY OF SOUTH CAROLINA • UNIVERSITY OF TENNESSEE • UNIVERSITY OF VIRGINIA • UTAH STATE UNIVERSITY • VALUE MILES • VIRGINIA TECH APPROVED ACCOUNT • VOLKSWAGEN • WESTERN ILLINOIS UNIVERSITY • YALE UNIVERSTIY   • Uses a proxy server or redirector server to proxy Chase web pages or web sites through your website, URL or URI • Otherwise violates intellectual property rights, including, without limitation, scraping text or images from Chase's Website • Does not clearly state an online privacy policy to its visitors • Is based outside of the United States • Is otherwise considered offensive or inappropriate, at Chase's discretion   2. Affiliate Responsibilities:   • Affiliate cannot use or implement creative that is not available through the LinkShare affiliate interface. • Affiliates may not harvest or collect personal information, or email addresses using the Chase brand without the written consent of Chase • If Affiliate manages a sub-affiliate network, upon Chase's request, Affiliate shall promptly provide Chase with a current, written list identifying the sub-affiliates or other third parties associated. • Chase reserves the right to review and approve all sub-affiliate partners. • Chase shall only use the list for the sole purpose of administering the program and monitoring proper usage, and will not poach or contact subaffiliates directly. • Affiliates will not use the following product keyword search terms. (See Appendix)

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • If Affiliate manages a sub-affiliate network, the Affiliate may not pay sub-affiliates or other partners higher referral fees than the lowest tier of the public offer ($55.00). • Affiliate is prohibited from (a) installing spyware on another person's computer, (b) causing spyware to be installed on another person's computer, or (c) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website.   3. Referral Fee   For each Approved Account (as defined in section 4 below) received through Affiliate's site, Affiliate will earn a referral fee calculated in accordance with the schedule set forth below (Commission) paid monthly.   • Tiered or flat commission based on private offer terms in the network.   Chase reserves the right to alter above referral fees from time to time upon written notice to Affiliate of such change.   4. Approved Account   For purposes of determining Affiliate's Commission, an Approved Account means any Chase credit card application that is: (i) submitted by any user who clicks on an e-mail, banner or any other advertising material from Affiliate's Website; (ii) is approved by Chase; and (iii) is reported as approved by Chase to Affiliate.   5.Term of this Agreement   The term of this Agreement will commence on the date that the Affiliate Registration Form is approved by Chase and will end when terminated by either party. Either Affiliate or Chase may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. At the time of termination, any links to Chase's Website must be removed immediately. Affiliate will continue to receive Commission payments for all Approved Accounts placed during the term of this Agreement. Notwithstanding the foregoing, Chase may   terminate this Agreement if Affiliate does not comply with the terms and conditions herein.   6. Links   Affiliate agrees to place Chase's links provided by Linkshare NetworkTM which manages the Affiliate Program (Links) on its Affiliate's website. Affiliate is responsible for obtaining prior written approval from the Chase Affiliate manager or Linkshare Network to link any or all other sites owned or managed by the Affiliate, other than the site that was approved at the time of original registration. Affiliate may select or remove Links, at any time without prior approval from Chase. Affiliate is also responsible for removing and/or informing Chase of potential inactive or misdirected Links. Affiliate agrees to cooperate with Chase in establishing and maintaining Links.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  7. Order Processing   Chase will be solely responsible for processing each order placed by a customer from Affiliate's Links. Customers may only use the Chase on-line application process to apply for a Chase credit card. Customers are defined herein as individuals who apply for Chase credit cards through a link in Affiliate's Web site. Chase shall be responsible for administering application forms and related customer service. All of the rules, operating procedures and policies of Chase regarding customer orders and accounts will apply to orders received through the Links. Chase reserves the right to reject any credit card application in its sole discretion.   8. Tracking of Sales   Chase will be solely responsible for tracking Approved Accounts made to customers who follow Affiliate's Links. Affiliate will be solely responsible for ensuring that the Links are formatted properly and maintained in a manner, which allows Chase to track such Approved Accounts. No Commission shall be paid if the Approved Account cannot be tracked by Chase's system or if the customer accesses the Chase site through means other than the Links. Chase will provide Affiliate with statements of Approved Account activity at the time Commissions are paid.   9. Terms and Conditions of Credit Cards   Chase is solely responsible for determining the terms and conditions of the credit cards. The credit card offers may vary from time to time and are subject to change. Affiliate may not specify details regarding the Chase credit card on their Websites without the prior approval of Chase.   10. Chase Customers   Customers who apply for Chase credit cards through the Chase Affiliate Program are customers of Chase. Affiliate has no authority to make or accept any offer on behalf of Chase. All Chase policies regarding customer orders, including availability, pricing and problem resolution, will apply to these customers. Affiliate has no authority to make, and Chase is not responsible for, any representations made by Affiliate that contradict these policies.   11. Product Descriptions   Affiliate will only use credit card descriptions provided or approved in writing by Chase.   12. Copyrighted Material   Affiliate is solely responsible for ensuring that its reviews and articles obey all applicable copyright and other laws. Generally, Affiliate must have express permission to use another party's copyrighted or other proprietary material. Chase is not responsible for Affiliate's improper use of another party's copyrighted or proprietary material.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  13. Commercial Use   This program is intended for commercial use only. Commissions are payable for Approved Accounts to third parties who access the Chase URL's (marketing pages) through the Links located on Affiliate's sponsoring Web site. Affiliates who use this program to apply for credit cards for their own use are NOT in violation of this Agreement.   14. Trademarks   All Chase trademarks, trade names and service marks (collectively, the Marks) are the exclusive property of Chase. Notwithstanding anything set forth in this Agreement, Chase reserves full ownership of the Marks and the Licensed Materials (as defined below). All   use of the Marks by Affiliate is limited solely to the use contemplated by this Agreement. All use of Chase Marks by Affiliate is subject to the prior written approval of Chase.   15. Licenses and Use of the Chase Logos and Trademarks   Chase grants Affiliate a non-exclusive, nontransferable, revocable right to (a) access the Chase site through the links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use Chase's logos, trade names, trademarks, and similar identifying material relating to Chase (collectively, the Licensed Materials), for the sole purpose of booking Chase products. Prior to using any of the Licensed Materials, Affiliate will submit to Chase for approval a draft of all proposed material that incorporates the Licensed Materials, together with a brief statement setting forth the proposed use of such materials and any other background or supporting material reasonably requested by Chase to allow Chase to make an informed judgment. All such materials shall be submitted to Chase at least seven (7) days prior to the date of first intended use. Chase will notify Affiliate of its approval or disapproval of such materials within five (5) business days of its receipt of all information required to be submitted.   The approval or disapproval of such materials will be in Chase's sole discretion. Any materials not receiving Chase's specific written preliminary approval will be deemed disapproved. Affiliate may not alter, modify, or change the Licensed Materials in any way. Affiliate is only entitled to use the licensed materials to the extent that it is a member in good standing of the Chase Affiliate Program. Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Chase in a negative light. Chase may revoke Affiliate's license at any time.   16. Service Interruption   Certain technical difficulties may, from time to time, result in service interruptions. Affiliate agrees not to hold Chase responsible for the consequences of such interruptions.   17. Indemnification

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  Affiliate hereby agrees to indemnify, defend, and hold harmless Chase, its shareholders, officers, directors, employees, agents, affiliates and their respective directors, officers, employees and agents, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Chase (collectively the losses), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, or covenant made by Affiliate herein; or (ii) any claim related to Affiliate's site.   18. Confidentiality   Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Chase, Customer or Affiliate shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.   19. Modification   Chase reserves the right to change any and all of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement on its Website. Without limiting the generality of the foregoing, the amount of Commissions, the definition of Approved Accounts, and all other provisions of this Agreement are subject to change without notice other than posting such information on the Chase Website. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING CHASE'S POSTING OF A NEW AGREEMENT ON ITS WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.   20. Warranty Disclaimer   Chase makes no warranties, representations or conditions with regard to the Chase Affiliate Program or any services provided hereunder, whether express or implied, arising by law or otherwise, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  21. Limitation of Damages   Chase shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the Affiliate Program, regardless of whether Chase has been advised of the possibility of such damages. Further, Chase's aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total Commissions paid or payable by Chase to Affiliate under this   Agreement.   22. Independent Investigation   AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO CONSULT WITH ITS OWN LEGAL ADVISERS IF IT SO DESIRED, AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE AGREES THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY CHASE, AND IT SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. AFFILIATE UNDERSTANDS THAT CHASE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT.   23. Governing Law   This Agreement will be governed in all respects by the laws of the State of Delaware, including its conflict with law provisions.   Accept.   Appendix   List of Restricted Trademark Terms   Partner Restricted Trademark Terms Chase Brand Add Chase as a negative Keyword to your Search strategy.   In addition, the following terms are prohibited: Chase, Chase bank, www.chase.com, www.creditcardsatchase.com, www.chasecreditcard.com, chase.com, creditcardsatchase.com, chasecreditcard.com, chase credit card, chase credit cards, Chase Freedom, Freedom Card   AARP AARP.org, AARP.com, AARP membership, AARPmagazine.com, AARPhealthcare.com, AARP foundation, AARP passport, www.travelocity.com/AARP, AARP Bulletin, American Association of Retired Persons, AARP Insurance, AARP partner, AARP providers, AARP advocacy, Segunda Juventud, AARP Hot Deals Amazon Amazon, Amazon.com, www.amazon.com, Amazon Books, Amazon DVD, Amazon Movies, Amazon Music Borders Borders, Borders Stores, Borders Books, www.borders.com, www.bordersbooks.com Waldenbooks, Waldenbooks Stores, www.waldenbooks.com, www.waldenbooksstores.com

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  British Air British Airways, British Air, www.britishairways.com, www.ba.com, ba, Continental See Continental Tab Disney See Disney Tab Hess Hess, www.hess.com, Amerada Holiday Inn/Priority Club Holiday Inn, Holiday Inn Express, Priority Club, IHG, www.ichotelsgroup.com, InterContinental, InterContinental Hotels Group, Crowne Plaza, Hotel Indigo, Staybridge Suites, Candlewood Suites, Marathon Marathon, Marathon Oil, Marathon Petroleum Company, Speedway, Speedway SuperAmerica, SuperAmerica Marriott www.marriottrewards.com, www.marriott.com, Marriott, Marriott Rewards Overstock overstock.com, www.overstock.com, overstocked.com, overstock/com, overstock com, overstock com, overstockcom, overstock .com, overstock?com, overstock>com, overstock, overstocked.com, overstocks.com, over stock.com, overstock .com, overstockcom Sony Sony, www.sonystyle.com, ImageStation, My Sony, Vaio, EverQuest Speedway Speedway SuperAmerica, Speedway, SuperAmerica, Speedy Rewards, Marathon, Marathon Oil, Marathon Petroleum Company Starbucks Starbucks, Starbucks Coffee, Starbucks Foundation, Starbucks Coffee Company, Starbucks Corporation Subaru Subaru, My Subaru, Subaru World, Subaru of America Toys www.toysrus.com, Toysrus.com, Toys R Us, Toys R Us International, KidsRUs, BabiesRUs, Babiesrus.com, Toyologist, Toysrus/Amazon, Babiesrus/Amazon, www.personalizedbyrus.com Trump Trump, www.trump.com, The Apprentice, Trumped, Trump University, Trump Taj Mahal, Trump Plaza, Trump Marina, Trump Indiana, Trump Club Privee, Trump National Golf Club, Trump Tower, Trump Park Avenue, Trump World Tower, Trump International Hotel & Tower, Trump Place, Trump Palace, Trump Parc & Trump Parc East, Trump Grande, Mar-a-Lago United See United Tab Universal Universal, Universal Studios, Universal Movies, Unviersal Entertainment, Universal Hollywood, www.universal.com, Universal movie tickets, universal movie ticket, universal theme parks, universal discount, universal discounts, universal ticket, universal tickets, universal vacation, universal vacations, universal travel, universal deals, universal offer, universal offers, universal park, universal parks, universal getaway, universal getaways, universal family getaway, universal family getaways, universal deal, universal deals Volkswagen Volkswagen, Volkswagen International, Volkswagen Group, Volkswagen AG, Audi   Disney Restricted Key Words cheap disney vacation disney world vacations cheap disney vacations disneyland bargain child vacation disneyland bargains childrens vacations disneyland cheap discount disney travel disneyland discount discount disney vacation disneyland discounts discount disney vacations disneyland offer discount vacation disneyland offers discount vacations disneyland promotion

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  disney disneyland promotions disney bargain disneyland save disney bargains disneyland save disney cheap disneyland savings disney cruise disneyland savings disney cruise vacations disneyland travel disney deal disneyland trip disney discount disneyland trips disney family vacation disneyland vacation disney family vacations disneyland vacations disney florida vacation disneyworld bargain disney florida vacations disneyworld bargains disney golf vacations disneyworld cheap disney honeymoon disneyworld offer disney honeymoon vacation disneyworld offers disney honeymoons disneyworld promotions disney offer disneyworld save disney offers disneyworld savings disney package disneyworld vacation disney package vacations disneyworld vacations disney promotion family vacation disney promotions family vacations disney resort kid vacation disney resort vacation kids vacations disney resort vacations magic kingdom disney resorts orlando disney vacations disney savings orlando rentals disney travel orlando vacations disney travel package special disney travel disney vacation special vacation packages disney vacation club walt disney bargain disney vacations walt disney bargains disney vacations florida walt disney cheap disney vacations orlando walt disney deal disney world bargain walt disney deals disney world bargains walt disney offer disney world cheap walt disney offers disney world discount walt disney resort vacations disney world offer walt disney save disney world offers walt disney savings disney world package walt disney vacation disney world save walt disney vacations disney world savings walt disney world vacation disney world vacation walt disney world vacations     United Restricted Key Words united airlines united air fare united united airlines reservations online united air united airline fare united.com United Escapes united airline international united flights www.united.com untied air united flight united first class unitedairlines.com United Vacation

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  UAL united travel united airlines.com united star alliance ual.com united airlines specials united air lines united discounts www.unitedairlines.com united trip united airlines schedule travel with united united airline travel united airlines discounts united reservation united airlines official website www.ual.com united business class united express united airlines airports united reservations united airlines star alliance www.united airlines.com united non-stop flights united fares united packages united airline flight international united travel united and airlines united airlines economy plus United Vacations united airports united airlines tickets united group travel united airlines flights United Escape united express airlines easy update united flights united air vacations unitedair united fare sale United airfare united last minute fares www.united airlines united efares untied airlines united getaways www.unitedairlines united low fares united airline.com united airlines bookings united air line cities united flies united airlines travel fly on united united airlines homepage united airlines group travel united airlines website united airlines travel certificates united destinations United Easy Update united airline flights united airlines business travel united airlines home page united special deals United airfares united business travel e-fares untiedair united airlines site united economy class united airlines fares united package deals www.unitedairline.com international united ticket united airlines home international united tickets united airlines vacations shop for united flights vacation travel United EasyUpdate united specials fly with united www.united airline.com united e fares unitied airlines united travel certificates united deals united air star alliance international united flight united fare search united airlines online United Escapes united e-fares international united flight united airlines cities united airlines online united air fare united e-fares united airlines reservations online united airlines cities united airline fare

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  Continental Restricted Key Words Continental airlines Continental air fare Continental Continental airlines reservations online continental.com Continental airline fare continental airline international Continental flights www.continental.com Continental air continental flight Continental first class continental air lines Continental Vacation continental airlines schedule Continental travel continental airline travel Continental airlines specials continental reservation Continental discounts continental reservations Continental trip continental fares travel with Continental continental airline flight Continental airlines discounts continental and airlines Continental airlines official website Continental Vacations Continental business class continental airlines tickets Continental airlines airports continental airlines flights Continental non stop flights continental flights continental airlines Continental packages continental air line International Continental travel continental airlines travel Continental airports continental airlines homepage Continental group travel continental airlines website Continental air vacations continental destinations Continental fare sale continental airlines vacations Continental last minute fares continental air fare Continental getaways continental airlines reservations online Continental low fares continental airline fare Continental airlines bookings international continental flight cities Continental flies continental airlines online fly on Continental continental airlines cities Continental airlines group travel Continental economy class Continental airlines travel certificates Continental package deals Continental airlines business travel international Continental ticket Continental special deals international Continental tickets Continental business travel shop for Continental flights fly with Continental

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007

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


Ex Input:
TREATMENT                                                        WITH RESPECT TO CERTAIN                                                        PORTIONS OF THIS                                                        AGREEMENT ACCORDINGLY,                                                        CERTAIN PORTIONS HAVE                                                        BEEN REDACTED

                                                                    Exhibit 10.1

                              SPONSORSHIP AGREEMENT

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

                                    RECITALS

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

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

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

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

Therefore, the parties agree as follows:

1.    SPONSORSHIP OF THE SHOPPING CHANNELS

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

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

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

                                                                    CONFIDENTIAL

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

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

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

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

                              A)    A link to the Client Site will be displayed





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

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

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

                                       2

                                                                    CONFIDENTIAL

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

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

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

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

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

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

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

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

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





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

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

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

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

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

2.    SPONSORSHIP OF EXCITE LIFESTYLE CHANNEL

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

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

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

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

3.    SPONSORSHIP OF EXCITE ENTERTAINMENT CHANNEL

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





            holiday weeks, subject to availability.

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

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4.    SPONSORSHIP OF WEBCRAWLER HOME & FAMILY CHANNEL

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

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

5.    ADVERTISING ON THE EXCITE SITE

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

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

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

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

                                       6

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

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

6.    LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

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

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





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

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

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

7.    SPONSORSHIP, ADVERTISING AND VARIABLE REVENUE SHARE FEES

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

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                                                                    CONFIDENTIAL

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

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

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

                                       8

                                                                    CONFIDENTIAL

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

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

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

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

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

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





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

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

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

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

                                       9

                                                                    CONFIDENTIAL

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

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

8.    PUBLICITY

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

9.    TERM AND TERMINATION

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

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

                                       10

                                                                    CONFIDENTIAL

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

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





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

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

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

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

10.   TRADEMARK OWNERSHIP AND LICENSE

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

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

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

                                       11

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

                  i)    As the parties may agree in writing; or

                  ii)   To the extent permitted by applicable law.

11.   CONTENT OWNERSHIP

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

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

12.   CONFIDENTIALITY AND USER DATA

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

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

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

                                       12

                                                                    CONFIDENTIAL

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





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

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

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

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

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

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

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

                                       13

                                                                    CONFIDENTIAL

13.   INDEMNITY

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

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

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

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

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

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

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

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

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





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

                                       14

                                                                    CONFIDENTIAL

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

14.   LIMITATION OF LIABILITY

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

15.   DISPUTE RESOLUTION

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

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

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

                                       15

                                                                    CONFIDENTIAL

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

16.   GENERAL

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

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

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





            writing pursuant to this Section.

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

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

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

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

                                       16

                                                                    CONFIDENTIAL

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

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

CyberShop                                Excite, Inc.

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

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

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

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

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

                                       17

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


Ex Input:
Exhibit 10.1 MANUFACTURING, DESIGN AND MARKETING AGREEMENT This MANUFACTURING, DESIGN AND MARKETING AGREEMENT (this Agreement) is entered into by and between Zounds Hearing, Inc., a Delaware corporation (Subcontractor) and InnerScope Hearing Technologies, Inc., a Nevada corporation, (the Manufacturer) Manufacturer dated effective October 3, 2018 (the Effective Date). Subcontractor and Manufacturer may also be referred to herein individually as Party or collectively as the Parties. RECITALS WHEREAS, Subcontractor currently is the registered manufacturer of hearing aids and related components and accessories (the Zounds Products) that are sold under the Subcontractor's brand names through various marketing and distribution channels. WHEREAS the Parties desire to enter an agreement whereby the Subcontractor as the Manufacturer's subcontractor will provide design, technology, manufacturing and supply chain services to the Manufacturer to enable the Manufacturer to manufacture comparable hearing aids and related components and accessories to be sold under Manufacturer's exclusive brand names (the Manufacturer's Products) through the Manufacturer's various marketing and distribution channels. WHEREAS, the Parties also desire to enter into a lease agreement of Subcontractor's current Chandler, Arizona facility that provides the Manufacturer an FDA medical device facility for the Manufacturer's Products. WHEREAS, the Parties also desire to enter into an agreement that provides for the joint marketing and sale of each other's products. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties hereby agree as follows: 1. Term. Subject to earlier termination as provided in this Agreement, the initial term of this Agreement shall be for a period beginning on the Effective Date and ending ten (10) years thereafter unless this Agreement is terminated earlier as provided herein. This Agreement will renew automatically thereafter for successive one-year terms unless and until one Party gives notification of termination with at least sixty (60) days written notice. All orders placed under this Agreement must be placed prior to the expiration or termination of this Agreement.

2. Technology Access Fee. Manufacturer will pay Subcontractor One Million and No/100 USD ($1,000,000) (the Technology Access Fee). The Technology Access Fee will be paid in two equal installments of $500,000 each. The first installment will be due thirty (30) days following the Effective Date and the second installment will be due sixty (60) days following the Effective Date.

3. Orders for Manufacturer's Products to be Manufactured by Subcontractor

3.1 Purchase Orders: Excess Inventory. Manufacturer shall provide to Subcontractor a purchase order setting forth the proposed quantity of Manufacturer's Products to be purchased by Manufacturer and delivery dates, which purchase order will be subject to written acceptance by Subcontractor. All purchase orders are non-cancellable, and the Manufacturer shall pay for the purchaser orders as follows: (i) for purchase orders for less than or equal to a total of five hundred (500) units in any given calendar month, payment of fifty percent (50%) of Product Cost (as defined below) shall be made in full at the time the order is placed and the remaining balance paid in full before the Manufacturer's Products are shipped; and (ii) for purchase orders for more than five hundred (500) units in any given calendar month, payment of one hundred percent (100%) of Product Cost shall be made in full at the time the order is placed. Manufacturer's purchase orders accepted by Subcontractor and any forecast provided to Subcontractor by Manufacturer will constitute authorization for Subcontractor to procure product components to manufacture the Manufacturer's Products covered by such purchase orders based on their lead times. Subcontractor will advise Manufacturer of the lead time of components contained within their order and any forecast and Manufacturer will pay for the components prior to the Subcontractor placing orders for the components.

3.2 Contract Formation: Acceptance and Entire Agreement. Each time Manufacturer submits an order for Manufacturer's Products and Subcontractor accepts the order or ships the ordered Manufacturer's Products to Manufacturer, a new contract is formed consisting of this Agreement, the quantities and delivery dates specified in the order and the prices then offered by Subcontractor. ACCEPTANCE OF MANUFACTURER'S ORDER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, NOTWITHSTANDING ANY ORAL OR WRITTEN STATEMENT MADE BY MANUFACTURER, AND DOES NOT IN ANY WAY WHATSOEVER CONSTITUTE ACCEPTANCE OF MANUFACTURER'S TERMS AND CONDITIONS EXCEPT AS SET FORTH IN THE TERMS OF THIS AGREEMENT. NO TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER FORM, WHETHER PROVIDED BY MANUFACTURER OR SUBCONTRACTOR, WILL BECOME A PART OF THE CONTRACT AND THIS CONTRACT WILL GOVERN ALL PURCHASES. Manufacturer's acceptance of or payment for Manufacturer's Products that Manufacturer has not ordered creates a contract comprised of this Agreement, the quantities of Manufacturer's Products accepted or paid for, and the prices then offered by Subcontractor. This Agreement shall constitute the entire agreement with respect to any contract formed and shall not be altered, amended, supplemented or canceled without the express written agreement of both Manufacturer and Subcontractor.





3.3 Product Prices. Pricing shall be the actual cost of the manufacturing of each Manufacturer's Product plus the proportional allocation of the costs of Subcontractor's manufacturing, engineering, and supply chain overhead, as mutually agreed by the Parties (the Product Cost). Title of the product will transfer to the Manufacturer at the shipping dock of the manufacturing facility. Manufacturer will be responsible for shipping costs. Manufacturer shall pay any taxes incurred in the manufacture of Manufacturer's Products, including any taxes incurred as a result of purchasing components or maintaining inventory. In addition to the Royalties paid under this Agreement to the Subcontractor, Manufacturer shall pay any other third-party royalties for technology that are required to manufacture the Manufacturer's Products for their intended purpose. As of the date of this Agreement neither Party is aware of any third-party royalties for technology that Manufacturer would be liable to pay. Subcontractor will provide Manufacturer with documentation substantiating any Product Cost variance upon request.

3.4 Cost Reductions. Potential Product Cost reductions as a result of materials pricing will be reviewed and implemented periodically as mutually agreed and passed on to the Manufacturer. Product Cost reductions resulting from engineering changes or other changes, initiated by Manufacturer, that would impact either Product Costs or process changes at Subcontractor will be implemented at an agreed upon time. Manufacturer will be responsible for their proportionate share of any Product Cost reduction that is a result of engineering investment by the Subcontractor. If the Manufacturer does not pay its proportionate share, the Manufacturer will pay the Product Cost as if the cost reduction had not been made (i.e., the Product Cost prior to the cost reduction as if the cost reduction were not made). The Subcontractor will list the new Product Cost and a line item for engineering investment that accounts for the difference.

3.5 Royalties. In addition to paying the Product Costs of Manufacturer's Products, Manufacturer shall also pay to Subcontractor the following royalty payments (each a Royalty and collectively the Royalties) for each of Manufacturer's Product purchased under this Agreement. Royalties shall be paid 50% at time of shipping and the remaining balance of 50% due in 15-days after the Manufacturer's Products have shipped from the manufacturing facility. a) Non-Rechargeable Products. For Manufacturer's Products that are non-rechargeable, Manufacturer shall pay Subcontractor a Royalty equal to the higher of (i) eighty percent (80.0%) of the Product Cost; and (ii) $80 per unit. b) Rechargeable Products. For Manufacturer's Products that are rechargeable, Manufacturer shall pay Subcontractor a Royalty equal to the higher of (i) one hundred percent (100.0%) of the Product Cost; and (ii) $100 per unit. 3.6 Zounds' Products and Manufacturers Products Built to Manufacturer's Specifications. Subject to Section 7 below, Subcontractor agrees to manufacture Manufacturer's Products (i) that are identical to Zounds' Products allowing Manufacturer to utilize Subcontractor's existing product designs and features and/ or (ii) to specifications provided by Manufacturer from time to time with approval of such changes by Subcontractor. Any advice given by Subcontractor to Manufacturer before or after delivery of Products built to Manufacturer's specifications is based solely upon the information available to Subcontractor, and the use of such advice by Manufacturer is solely and entirely at Manufacturer's own risk. Manufacturer represents and warrants that it has independently determined the fitness, need, usefulness, and applicability of the Manufacturer's Products built to Manufacturer's specifications it has ordered and does not rely on any representation of Subcontractor in that regard.

3.7 Engineering Services and Design Changes. Manufacturer may elect to utilize Subcontractor's design engineering resources (the Engineering and Design Services) to further customize Manufacturer's Products. The cost of Engineering and Design Services to be paid by Manufacturer will be agreed to in a written document setting forth the scope, timing and other terms of such Engineering and Design Services executed by the Parties prior to any services being provided by Subcontractor. Subject to the written agreement of the parties with respect to any resulting change in price, delivery schedule and other terms, Subcontractor will accept design changes (i.e., Engineering Change Orders or ECO's) according to Manufacturer's instructions.

3.8 Tooling, Setup and Non-Recurring Engineering (NRE) Charges. Subcontractor agrees to provide Manufacturer with a quote for any one-time tooling, setup or NRE charges payable by Manufacturer as a result of a change in design requested by Manufacturer, change in minimum quantity requirements by Manufacturer as originally quoted by Subcontractor, or an addition to the Manufacturer's Products purchased under this Agreement requested by Manufacturer. If Manufacturer elects to proceed with the design change, minimum quantity requirements change or addition as specified in Subcontractor's quote, Manufacturer will provide Subcontractor with written acceptance of Subcontractor's quoted terms.

3.9 Inventory Reports. Subcontractor agrees to report its inventory position to Manufacturer on a monthly basis, including the following information: quantity of raw material, work in process and any open orders that cannot be cancelled to the supplier lead time. The report will specifically identify any material on hand or on order where the quantity exceeds the agreed three (3) month forward looking forecast plus safety stock as agreed upon by Subcontractor and Manufacturer. The Subcontractor and Manufacturer will review inventory levels and safety stocks quarterly.

4. Delivery and Shipping. The agreed upon delivery dates are based on the Subcontractor's projected lead time, current inventory, commitments and Subcontractor's advice. Manufacturer agrees and acknowledges that all shipment dates are firm delivery dates. All shipments shall be F.O.B. the manufacturing facility unless otherwise mutually agreed upon in writing. The method and route of shipment shall be at Subcontractor's discretion, unless Manufacturer supplies instructions in writing at least five days prior to shipment. In addition to the purchase price, Manufacturer shall pay any and all transportation charges (including insurance). The risk of loss of and title to the Manufacturer's Products pass to Manufacturer upon the receipt of the Manufacturer's Products by the carrier. Subcontractor is not responsible for any installation of Manufacturer's Products sold





hereunder or delays caused by Manufacturer-specified suppliers.

5. Leased Space Agreement. Manufacturer will lease from Subcontractor a well-defined space for Manufacturer's Products within the Subcontractor's current FDA registered manufacturer's facility. Subcontractor is solely responsible for maintaining all aspects of such leased space including but not limited to; (i) segregation of Manufacturer's Products with all Manufacturer's Products clearly segregated and marked; and (ii) meeting all necessary requirements deemed appropriate by the FDA and any regulatory authorities for a medical device manufacturer's facility. Subcontractor will be also solely responsible for remaining in good standings at all times with all regulatory authorities including but not limited to the standards set forth by the FDA for medical device manufacturing facilities. The Manufacturer may list the address of the Subcontractor's current FDA registered manufacturer's facility as the Manufacturer's own FDA approved manufacturer's facility for the Manufacturer's Products. The terms of such lease agreement will be mutually agreed to by the Parties in a separate document.

6. Payment Terms. Upon Subcontractor's approval and acceptance of a production forecast provided by Manufacturer, Manufacturer's payment for Manufacturer's Products will be due when forecasted materials or components must be ordered by the Subcontractor as set forth in Section 3 above. A schedule of the forecast payables will be provided by the Subcontractor to the Manufacturer based on the approved forecast. Components and products will only be procured and/or manufactured once payment has been received. All payments will be made by electronic wire transfer and all of the appropriate forms will need to be signed so that this can happen efficiently. Alternately, payments can be made to Subcontractor's address as shown Subcontractor's invoice. No offsets are allowed to be taken by either Party. Manufacturer represents that all sales to Manufacturer under this Agreement are sales for use in production or resale; therefore no sales, use, excise or other taxes are due as a result of such sales and Manufacturer will be responsible for payment of any such taxes. A copy of the Manufacturer's resale certificate will be provided by Manufacturer within 15-days of the Effective Date.

7. Limited Warranty; Nonconforming Products. Since Manufacturer is paying the actual manufacturing cost of the product, Supplier has not reserved for any warranty related costs. The Manufacturer acknowledges that it is solely responsible for any warranty costs associated with Manufacturer's Products. Should any nonconformities be detected during or after the manufacturing process, Subcontractor will assist Manufacturer in resolving any quality issues with the suppliers. Subcontractor will provide support to Manufacturer to train Manufacturer's employees to repair the non-conforming products as appropriate. Upon Manufacturer's request, Subcontractor will provide repair services for a fee equal to the actual cost of these services. In the event Manufacturer in good faith believes that Manufacturer's Products are nonconforming under the specifications agreed to among the Parties (the Standards), Manufacturer shall give written notice to Subcontractor specifying in detail the nonconformity within thirty (30) days of Manufacturer's receipt of such Manufacturer's Products. Upon Manufacturer's request, Subcontractor will facilitate such Manufacturer's Products being repaired or replaced, Manufacturer must return the Manufacturer's Products to Subcontractor, transportation charges prepaid by Manufacturer, within fifteen (15) days of the end of such thirty (30) date notice period. Notwithstanding anything else in this Agreement, Subcontractor makes no representations or warranties whatsoever with respect to: (i) any materials, components or subassemblies; (ii) defects resulting from the Specifications or the design of the Manufacturer's Products; (iii) Manufacturer's Product that has been abused, damaged, altered or misused by any person or entity after title passes to Manufacturer; (iv) first articles, prototypes, pre-production units, test units or other similar Manufacturer's Products; or (v) defects resulting from tooling, designs or instructions produced or supplied by Manufacturer. Manufacturer shall be liable for costs or expenses incurred by Subcontractor related to the foregoing exclusions to Subcontractor's express limited warranty. If Subcontractor determines that the Manufacturer's Products are nonconforming under the Standards, Subcontractor, shall work with their vendors to rework the Manufacturer's Products or otherwise replace the Manufacturer's Products. Manufacturer shall be liable for the cost of rework or replacement and all associated costs therewith including, without limitation, transportation charges and inspection fees. If requested by the Manufacturer, Subcontractor will provide a cause of failure, a failure analysis provided in Subcontractor's standard format and correction action.





MANUFACTURER ACKNOWLEDGES THAT SUBCONTRACTOR IS NOT THE MANUFACTURER OF MOST, IF NOT ALL, OF THE COMPONENTS OF THE MANUFACTURER'S PRODUCTS OR ANY THIRD PARTY MANUFACTURER'S AGENT. SUBCONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE PRODUCTS OR COMPONENTS THEREOF WHICH SUBCONTRACTOR DID NOT MANUFACTURE. FURTHER, SUBCONTRACTOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY ORDER, OR IN ANY OTHER MATERIALS, BROCHURES, PRESENTATIONS, SAMPLES, MODELS OR OTHER DOCUMENTATION OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH THIRD PARTY MANUFACTURER'S SPECIFICATIONS OR OTHERWISE, WHICH WOULD EXTEND BEYOND THE WARRANTIES EXPRESSLY CONTAINED HEREIN. SUBCONTRACTOR AUTHORIZES MANUFACTURER TO ASSERT AT MANUFACTURER'S EXPENSE FOR SUBCONTRACTOR'S ACCOUNT, ALL OF SUBCONTRACTOR'S RIGHTS UNDER ANY APPLICABLE THIRD PARTY MANUFACTURER'S WARRANTY, AND SUBCONTRACTOR AGREES TO COOPERATE WITH MANUFACTURER IN ASSERTING SUCH RIGHTS; PROVIDED, HOWEVER, THAT MANUFACTURER WILL DEFEND, INDEMNIFY AND HOLD SUBCONTRACTOR HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM OR ARISING IN CONNECTION WITH ANY ACTION BY MANUFACTURER RELATING TO THE ABOVE AUTHORIZATION. THIS SECTION 7 SETS FORTH SUBCONTRACTOR'S SOLE AND EXCLUSIVE LIABILITY, AND MANUFACTURER'S SOLE AND EXCLUSIVE REMEDY, AS TO ANY FAILURE OF THE MANUFACTURER'S PRODUCTS TO MEET THE WARRANTY STANDARDS. 8. Orders; Termination.

8.1 Orders: All orders whether for Manufacturer's Products or components or inventory to be used in the manufacture of Manufacturer's Products are non-cancellable. 8.2 Termination. Either Party may terminate this Agreement and either may terminate a purchase order, effective upon written notice in any of the following events: (a) the other Party materially breaches this Agreement and such breach remains uncured for thirty (30) days following written notice of breach to the breaching Party; (b) the other Party (i) voluntarily suspends transaction of business; (ii) becomes insolvent or unable to pay any indebtedness as it matures; (iii) commences a voluntary case in bankruptcy or a voluntary petition seeking reorganization or to effect a plan or other arrangement with creditors; (iv) makes an assignment for the benefit of creditors; (v) applies for or consents to the appointment of a receiver or trustee for it or for any substantial portion of its property; (vi) makes an assignment to an agent authorized to liquidate any substantial part of its assets; (vii) has an involuntary case commenced against it with any court or other authority seeking liquidations, reorganization or a creditor's arrangement; (viii) by an order of any court or other authority, has appointed any receiver of trustee for it or for any substantial portion of its property; or (ix) has a writ or warranty of attachment or any petition seeking liquidation, reorganization or a creditor's arrangement or such order appointing a receiver or trustee is not vacated or stayed, or such writ, warranty of attachment or similar process is not vacated, released or bonded off within thirty (30) days after its entry or levy. 8.3 Party Liability Upon Termination a) Manufacturer Termination Without Cause. If the Manufacturer terminates this Agreement or cancels any purchase order without cause pursuant to Section 8.2, Subcontractor will stop all shipments and retain all inventory. Subcontractor may, at its sole discretion, assist Manufacturer in the liquidation of any inventory that is generic that does not utilize any of Subcontractor's technology. Manufacturer shall be liable for cancellation charges including the Product Costs and the costs as provided in Section 3.8. b) Manufacturer Termination With Cause. If the Manufacturer terminates this Agreement or cancels any purchase order for cause pursuant to Section 8.2 Manufacturer shall not be liable for any termination or cancellation charges but Subcontractor may, at Subcontractor's sole discretion, purchase all or part of any remaining inventory. c) Subcontractor Termination for Cause. If the Subcontractor terminates this Agreement or any purchase order for cause pursuant to Section 8.2, Manufacturer shall be liable for cancellation charges including the Product Costs and the costs as provided in Section 3.8. Subcontractor may at its sole discretion make commercially reasonable efforts to mitigate these costs by attempting to return products or components thereof to suppliers. 9. Joint Marketing. Subcontractor and Manufacturer have agreed to assist each other with marketing in other channels. When the Subcontractor helps the Manufacturer there will be a marketing fee associated with that assistance. When the Manufacturer helps the Subcontractor there will likewise be a marketing fee associated with that assistance. The Subcontractor and Manufacturer will mutually agree on the marketing fee before any assistance is provided. In some cases the marketing fee will be a percentage of the margin received by the other Party. The terms of such joint marketing agreement will be mutually agreed to by the Parties in a separate document. 10. Limitation of Liability. No Other Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY COVER DAMAGES (INCLUDING INTERNAL COVER DAMAGES WHICH THE PARTIES AGREE MAY NOT BE CONSIDERED DIRECT DAMAGES), OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF MANUFACTURER'S PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT





FAIL OF THEIR ESSENTIAL PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM DELAY IN MANUFACTURE, SHIPMENT OR DELIVERY OF ANY MANUFACTURER'S PRODUCTS, IF SUCH DELAYS ARE DUE TO FORCE MAJEURE, AS DEFINED IN SECTION 15.2. 11. Confidentiality; Public Announcements; Non-Use; Intellectual Property Rights. 11.1 Confidentiality. Parties acknowledge that during the term of this Agreement, either Party may disclose to the other Party from time to time certain business, product pricing, financial, marketing, technical and other proprietary and sensitive information of each party. Both Parties shall use commercially reasonable efforts to keep confidential (a) the existence and terms of this Agreement and all information concerning the unit number and fees for Manufacturer's Products and inventory, and (b) any and all information concerning customers, suppliers, trade secrets, methods, processes or procedures and any other confidential, financial and business information of the other Party that is marked Confidential or the like or, if delivered verbally, confirmed in writing to be Confidential within thirty (30) days of the initial disclosure (Confidential Information) with the same standard of care as it uses for its own Confidential Information. Neither Party shall disclose Confidential Information to any third Party without the prior written consent of the other party, except that both parties agree that the other party may disclose Confidential Information to its auditors and contractors under an obligation of confidentiality, to governmental authorities having jurisdiction over such Party or as otherwise required by applicable law, provided however, in the event the Manufacturer or Subcontractor is ordered to provide Confidential Information by a lawful judicial or government order, the party who is subject to such order shall promptly inform the Party whose information is to be disclosed and shall permit the Party to defend against such order of disclosure and shall assist in such defense to the extent permitted by law. In no other circumstances may the Manufacturer or Subcontractor disclose information without the consultation and prior written consent of the non-disclosing Party. Confidential Information of either Party hereto shall not include information which (i) is in the public domain, (ii) is previously known or independently developed by the receiving Party, (iii) is acquired by the receiving Party from any third party having a right to disclose such information or (iv) the receiving party is obligated to produce under a court or governmental order; provided, the disclosing Party complies with the notice requirements of the previous paragraph with respect the information subject to such court or governmental order. The Parties acknowledge that a breach by either Party of this Section 11 will give rise to irreparable injury to the other, inadequately compensable in damages. Accordingly, the Parties hereby consent to allow the other Party to seek injunctive relief against the breach or threatened breach of the undertakings of the Parties contained in this Section 11. The Parties further agree that such an order so enjoining a Party may be issued pending final determination thereof, without the requirement to post bond. 11.2 Public Announcements. Each Party reserves the right to publish press releases and public announcements (collectively, the Publications) pertaining to this Agreement; provided, however, no Publications will contain any Confidential Information of a Party without such Party's prior written consent. The publishing Party shall indemnify and hold the non-publishing Party its, officers, agents, shareholders, and employees harmless against any and all claims, demands, damages, liabilities and costs which directly or indirectly result from, or arise in connection with, any negligent act or omission of the disclosing Party, its agents, or employees, pertaining to such disclosing Party's Publications under this Agreement. 11.3 Non-Use. Each Party to this Agreement acknowledges and agrees that at any time during the Term of this Agreement and at all times following the termination of this Agreement, neither Party may use any Confidential Information, Inventions and Intellectual Property (as these terms are defined in Section 11.3 below) of the other Party for any purpose other than in conjunction with its obligations under this Agreement. The Parties further agree that neither Party may analyze, or reverse engineer any samples, software or hardware provided by the other Party to determine composition, method of manufacture, or construction. 11.4 Intellectual Property Rights. Except as otherwise expressly provided in this Section 11,4, all inventions, discoveries, and trade secrets whether or not patentable, that are made by Subcontractor or Manufacturer, either alone or with others, in the course of its performance of its obligations under this Agreement (collectively, Inventions) will become the exclusive property of Subcontractor. In the event this Agreement terminates for any reason or no reason, all licenses of Subcontractor's patents, trademarks, software, trade secrets or other intellectual property (collectively the Intellectual Property) of Subcontractor, granted expressly or otherwise to Manufacturer under the terms of this Agreement or any other Agreement between Subcontractor and Manufacturer shall immediately terminate and Manufacturer must immediately cease use of all of Subcontractor's Intellectual Property. 12. Manufacturer's Indemnity. Manufacturer shall indemnify, defend and hold Subcontractor and its affiliates (Subcontractor Indemnities) harmless from and against any and all loss, liability or expense, including reasonable attorneys' fees, resulting from or arising in connection with any claim or suit by any third party against the Subcontractor Indemnities (i) alleging infringement or dilution of any copyright, trademark, trade name, trade secret, patent or other third party proprietary rights, relating to the design, manufacture, sale, normal use or normal disposition of any Manufacturer's Products built to the specification of Manufacturer, (ii) alleging any failure of any Manufacturer's Product (or any Manufacturer's Product components contained therein) sold by Subcontractor hereunder to comply with any safety standards or any environmental regulations, or (iii) alleging loss, damages, bodily injury, sickness, disease, or death, or injury to property which is caused by (1) the negligence or intentional acts of Manufacturer, its agents, employees or subcontractors, or (2) a defect in Manufacturer Specifications or Manufacturer specified materials, components or design of the Manufacturer's Products or caused by Manufacturer specified suppliers; provided however, that Subcontractor shall have the right, at its option, to participate in the defense of any such claim or suit,





without relieving Manufacturer of any obligations hereunder. 13. Ownership of Tooling and Testing Equipment. All tooling and testing equipment used in connection with this Agreement shall be owned by Subcontractor.

14. Regulatory Compliance and Record Keeping.

14.1 Approvals. Manufacturer shall be registered as the manufacturer of Manufacturer's Products and shall obtain such approvals from the United States Food and Drug Administration (the FDA) and other regulatory bodies, public or private as may be required to manufacture and sell the products in the United States or internationally. Both Manufacturer and Subcontractor shall be responsible for complying with all federal, state and local laws, rules, regulations, guidelines and the like in the United States and in other countries as they may pertain to the Manufacturer's Products and to the obligations on the Parties to perform under this Agreement, including, without limitation, requirements in the United States with respect to registration of establishment, listing of medical devices, reporting of deaths, serious injuries and certain malfunctions under 21 CFR Medical Device Regulations and the potential therefore, tracking of medical devices, recalls, safety alerts and process controls. In no event shall either Party assume any risk arising out of the other Party's failure to comply with such laws, rules, regulations, guidelines and the like, and each Party shall cooperate with the other in all respects to facilitate and promote strict compliance with the provisions of this Section 14.

14.2 Regulatory Inspection and Revision of Specifications. Following inspections by applicable regulatory authorities, including, without limitation, the FDA, Subcontractor shall do such actions or cause such actions to be done that are necessary, advisable or appropriate so that Subcontractor remains in good standing with any such regulatory authorities. Prior to undertaking any action pursuant to this section, Subcontractor shall notify Manufacturer of the inspection and disclose to Manufacturer the regulatory authorities' findings and related results of such inspection (the Findings) pertaining to the business with Manufacturer. Subcontractor shall also provide full disclosure to Manufacturer with respect to any action undertaken or proposed to be undertaken pursuant to this Section prior to acting. Subcontractor shall keep correct and complete records and books covering the manufacture of the Manufacturer's Products and other documents relating to this Agreement. Each of the Parties will immediately notify the other of any complaints, adverse events, deaths or serious injuries relating to Manufacturer's Products that are manufactured by Subcontractor. All complaints, adverse events, deaths or serious injuries pertaining to Manufacturer's Products will be reported to Subcontractor's Quality Assurance departments in accordance with the requirements established in Subcontractor's and Manufacturer's Complaints Handling and Reporting procedures. All complaint related Manufacturer's Products returned to Manufacturer will be forwarded to Subcontractor for complaint handling and failure investigation. Subcontractor agrees to provide Manufacturer, at Manufacturer's expense and reasonable request and during ordinary business hours, access to, and copies of, such records, books and all other documents and materials in the possession and under the control of Subcontractor relating to or pertaining to the subject matter of this Agreement; including, but not limited to, the following:

a) Subcontractor will provide Manufacturer a schedule of all audits of Subcontractors for materials used in the manufacture of Manufacturer's Products upon request. The schedule will be provided in accordance with the requirements established in Subcontractor's Auditing procedure. Reports on all material Subcontractors for the Manufacturer's Products will be made available to Manufacturer upon request.

b) Upon reasonable notice, Manufacturer may review at any time routine reports relating to all nonconforming materials identified by Subcontractor during the manufacture or inspection of the Manufacturer's Products.

Subcontractor shall maintain quality systems in compliance with ISO 9001 (the 2000 or current version) and the Quality System Requirements of the FDA. 14.3 Change Notification. Subcontractor will notify Manufacturer and obtain approval prior to implementing changes that may require amendments to the Device Master Record, manufacturing process changes or material changes relating to the manufacture and distribution of Manufacturer's Products. Manufacturer will notify Subcontractor of all changes to the Device Master Record, manufacturing process changes or material changes relating to the manufacture of Manufacturer's Products manufactured by Subcontractor. Manufacturer will provide appropriate documentation to Subcontractor to effect any changes to the Device Master Record, manufacturing process or changes in materials. 15. General Provisions.

15.1 Notice. Notice shall be deemed effective and delivered three days after mailing if sent certified mail, return receipt requested, or when received if sent by electronic mail (e-mail), telecopy, prepaid courier, express mail or personal delivery to the intended recipient thereof at the address shown on the first page hereof with confirmation of delivery, or to such other address as either Party may specify in a written notice to the other Party pursuant hereto.





15.2 Force Majeure. Except as otherwise provided herein, neither Party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which performance is delayed by circumstances beyond its reasonable control, including, without limitation, an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance, acts of third parties, or failures, fluctuations or non-availability of materials, components, electrical power, heat, light, air conditioning, computing or information systems or telecommunications (force majeure), provided that the Party experiencing such delay promptly notifies the other Party of the delay and the cause thereof. The happening of any contingency beyond Subcontractor's reasonable control, including delays caused by Manufacturer or suppliers, shall not constitute cause for cancellation of Manufacturer's order, but shall extend Subcontractor's time to ship goods for a period equal to the duration of such contingency.

15.3 Relationship of Parties. Subcontractor, in providing Manufacturer's Products hereunder, is acting as an independent contractor and does not undertake by this Agreement or otherwise to perform any obligation of Manufacturer, or to assume liability for Manufacturer's business or operations. Subcontractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed, all work to be performed by Subcontractor hereunder.

15.4 Right of Subcontractor to Sell Products to Others. Manufacturer understands and agrees that Subcontractor may itself use, manufacture or sell similar products as provided to Manufacturer hereunder to third parties and affiliates, some of whom may be competitors of Manufacturer, so long as: (a) Subcontractor does not use or disclose any Confidential Information of Manufacturer, (b) Subcontractor and third party do not infringe any of Manufacturer's patents or other intellectual property rights.

15.5 No Third Party Beneficiaries. The Parties agree that this Agreement is for the benefit of the Parties hereto only and is not intended to confer any legal rights or benefits on any third party, and that there are no third party beneficiaries to this Agreement or any part or specific provision of this Agreement.

15.6 Attorneys' Fees. The prevailing Party in any legal proceedings brought by or against the other Party to enforce any provision of this Agreement shall be entitled to recover against the non-prevailing Party the reasonable attorneys' fees, court costs and other expenses incurred by the prevailing Party. 15.7 Assignment; Change of Control. Neither Party may assign or transfer this Agreement by operation of law or otherwise. Any assignment made by either Party in contravention of this Section 15.7 shall be null and void for all purposes. In the event of a Change of Control (as defined below) this Agreement shall immediately terminate. A Change of Control shall occur with respect to the Manufacturer, unless Subcontractor shall have expressly consented to such Change of Control in writing. A Change of Control shall mean any event or circumstance as a result of which (i) any Person or group (as such terms are defined in Sections 13(d) and 14(d) of The Securities Exchange Act of 1934 (the Exchange Act), as in effect on the date hereof), other than the Subcontractor, is or becomes the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 50% or more on a fully diluted basis of the then outstanding voting equity interest of the Company, (ii) the board of directors of the Manufacturer shall cease to consist of a majority of the Manufacturer's board of directors on the date hereof (or directors appointed by a majority of the board of directors in effect immediately prior to such appointment) or (iii) the Manufacturer or any of its affiliates merges or consolidates with, or sells all or substantially all of its assets to, any other person or entity; 15.8 Amendment. This Agreement may be amended only by written amendment duly signed by authorized representatives of both Parties.

15.9 Non-Solicitation of Employees. During the term hereof and for a period of five (5) years thereafter, each Party agrees not to, either directly or indirectly, for itself or on behalf of any other person, firm, partnership, corporation or other entity hire, solicit, contract for, attempt to solicit, or cause to be solicited, the employment or services of any current or previous employee of the other Party (unless a period of sixty months has elapsed from the last date that such employee was employed by such party) without the prior written consent of such other Party. Each Party agrees that in the event it violates the provisions of this Section 15.9, it will pay to the other Party as liquidated damages, and not as a penalty, an amount equal to one hundred times (100 X) of any such employee's then-current base annual salary. 15.10 Severability; Validity. If any provision of this Agreement is held invalid or unenforceable under applicable law, the parties agree to renegotiate such provision(s) in good faith, in order to maintain or achieve the economic position enjoyed by each Party as close as possible to that under the provision(s) rendered unenforceable. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision(s), then (i) such provisions shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision(s) were so excluded, (iii) the balance of the Agreement shall be enforceable in accordance with its terms, and (iv) the parties will revise the Agreement to effect the intent of such excluded provisions. 15.11 Waiver. Any waiver of any kind by a Party of a breach of this Agreement must be in writing, shall be effective only to the extent set forth in such writing and shall not operate or be construed as a waiver of any subsequent breach. Any delay or omission in exercising any right, power or remedy pursuant to a breach or default by a Party shall not impair any right, power or remedy which either Party may have with respect to a future breach or default.

15.12 Dispute Resolution. 15.12.1 Obligation to Negotiate. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in accordance with the procedures specified in this Section 15.12. The Parties shall attempt in good faith to resolve any





dispute arising out of or relating to this Agreement by negotiation between a committee composed of four (4) members (two (2) from each Party) mutually agreed upon from the Subcontractor and Manufacturer boards of directors. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Such notice shall include (a) a statement of that Party's position and a summary of arguments supporting that position, and (b) the name and title of the executive who will be representing that Party and of any other person who will accompany the executive in the negotiations. Within fifteen (15) days after delivery of the notice, the receiving Party shall respond with (a) a statement of that Party's position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive in the negotiations. Within thirty (30) days after delivery of the initial notice, the executives of both Parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 15.12.2 Mediation. If the dispute has not been resolved by the negotiation process specified in Section 15.12.1 within forty-five (45) days following the initial notice, the Parties may endeavor to settle the dispute by mediation under the then current CPR Mediation Procedure published by the CPR Institute for Dispute Resolution (NYC). Unless otherwise agreed, the Parties will select a mediator from the CPR Panels of Distinguished Neutrals. 15.12.3 Choice of Law; Venue. If any dispute has not been resolved by a non-binding procedure as provided herein, within one-hundred twenty (120) days of the initiation of such procedure the complaining Party may seek such legal or equitable relief as may be appropriate in the federal or state courts located in Maricopa County, Arizona. The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts of law provisions thereof or any other applicable law and that exclusive venue shall be in the federal or state courts located in Maricopa County, Arizona. Nothing stated herein is intended to limit either Party's right to seek emergency, temporary or permanent injunctive relief and both Parties expressly agree that either Party will be entitled to such relief to prevent actual or threatened violation of the confidentiality provisions in Section 11 herein. If there is a dispute or legal action regarding this agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs. 15.13 Binding Effect; Recitals. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and assigns. The recitals to this Agreement are incorporated into and shall constitute a part of this Agreement.

15.14 Survival. The rights, limitations, obligations and duties under Sections 7, 10, 11, 12, 14 and 15 shall survive the expiration or termination of this Agreement. 15.15 Entire Agreement. This Agreement and the attachments attached hereto contain the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. Signature Page to Follow





IN WITNESS WHEREFORE, the Parties have caused this Agreement to be executed by their duly authorized representatives as set forth below: ZOUNDS HEARING, INC. Date: ________________________ By:______________________________ Name: Samuel L. Thomasson Title: President & Chief Executive Officer Address: 6825 W. Galveston Street, Suite 9 Chandler, AZ 85226 Fax: _____________________________ Email: ____________________________ INNERSCOPE HEARING TECHNOLOGIES, INC. Date: ________________________ By:________________________________ Name: Matthew Moore Title: CEO Address: 2151 Professional Drive 2nd Floor Roseville, CA. 95616 Fax: (916) 218-4101 Email: matthew@innd.com

Ex Output:

Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?