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.
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Question: TREATMENT WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT ACCORDINGLY, CERTAIN PORTIONS HAVE BEEN REDACTED

Exhibit 10.1

SPONSORSHIP AGREEMENT

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

RECITALS

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

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

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

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

Therefore, the parties agree as follows:

1. SPONSORSHIP OF THE SHOPPING CHANNELS

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

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

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

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

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

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

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

A) A link to the Client Site will be displayed

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. SPONSORSHIP OF EXCITE LIFESTYLE CHANNEL

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

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

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

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

3. SPONSORSHIP OF EXCITE ENTERTAINMENT CHANNEL

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

holiday weeks, subject to availability.

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

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4. SPONSORSHIP OF WEBCRAWLER HOME & FAMILY CHANNEL

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

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

5. ADVERTISING ON THE EXCITE SITE

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

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

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

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

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

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

6. LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

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

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

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

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

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

7. SPONSORSHIP, ADVERTISING AND VARIABLE REVENUE SHARE FEES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

8. PUBLICITY

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

9. TERM AND TERMINATION

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

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

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

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

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

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

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

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

10. TRADEMARK OWNERSHIP AND LICENSE

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

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

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

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

i) As the parties may agree in writing; or

ii) To the extent permitted by applicable law.

11. CONTENT OWNERSHIP

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

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

12. CONFIDENTIALITY AND USER DATA

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

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

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

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

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

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

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

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

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

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

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

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13. INDEMNITY

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

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

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

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

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

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

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

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

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

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

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

14. LIMITATION OF LIABILITY

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

15. DISPUTE RESOLUTION

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

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

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

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

16. GENERAL

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

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

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

writing pursuant to this Section.

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

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

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

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

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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)

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Answer: 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.

Question: Exhibit 10.14 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the Agreement) is entered into as of October 13, 2016, between Leader Act Ltd HK (LEADER), a Nevada Corporation, (hereinafter referred to as Leader), and EZJR, Inc. a Nevada corporation, (hereinafter referred to as EZJR). WHEREAS, EZJR currently owns a Customer Relationship Management (CRM) software program as developed by LEADER; and WHEREAS, upon the purchase of the software EZJR entered into an agreement for LEADER to maintain the software for a period of two years after which LEADER was be paid by EZJR to service and maintain the software; and WHEREAS, this previous agreement expired on May 28, 2016; NOW THEREFORE, in consideration of the mutual agreements, representations and warranties in this Agreement, the parties agree as follows: 1. EXTENSION OF SERVICE AGREEMENT. Subject to all other terms and conditions set forth herein, as of the date of this agreement, LEADER maintain the software for an additional five years. 2. COMPENSATION TO LEADER. The compensation to LEADER shall be: 3,000,000 shares of EZJR's unregistered restricted common stock which shall be issuable upon the closing; 3. LEADER' REPRESENTATIONS AND WARRANTIES. LEADER represents and warrants to EZJR as follows: A. LEADER is a corporation duly organized, validly existing, and in good standing under the laws of the Nevada. Leader has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. B. The execution, delivery, and performance of this Agreement has been duly authorized and approved by the Board of Directors of LEADER, and this Agreement constitutes a valid and binding Agreement of LEADER in accordance with its terms. C. LEADER has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. D. LEADER has not employed any broker or finder in connection with the transactions contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment.

Source: HER IMPORTS, 8-K/A, 10/18/2016

F. The execution and delivery of this Agreement by LEADER and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any governmental subdivision or regulatory agency. G. LEADER has no knowledge of any claim, litigation, proceeding, or investigation pending or threatened against LEADER or its Assets that might result in any material adverse change in the business or condition of the Assets being conveyed under this Agreement. H. None of the representations or warranties of LEADER contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. LEADER knows of no fact that has resulted, or will result in a material change in the business, operations, or assets of LEADER. 4. REPRESENTATIONS OF EZJR. EZJR represents and warrants as follows: A. EZJR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. EZJR has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. B. The execution, delivery, and performance of this Agreement has been duly authorized and approved by the Board of Directors of EZJR, and this Agreement constitutes a valid and binding Agreement of EZJR in accordance with its terms. C. EZJR has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. D. None of the representations or warranties of EZJR contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading. 3. INDEMNIFICATION AND SURVIVAL. All representations and warranties made in this Agreement shall survive the Closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. The representations and warranties in this Agreement shall terminate one year from the Closing Date, and such representations or warranties shall thereafter be without force or effect, except any claim with respect to which notice has been given to the party to be charged prior to such expiration date. LEADER hereby agrees to indemnify and hold EZJR, it successors, and assigns harmless from and against any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of LEADER under this Agreement.

Source: HER IMPORTS, 8-K/A, 10/18/2016

4. GOVERNING LAW. This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the State Courts of Nevada. 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement. 6. FURTHER ACTIONS. Each party agrees that after the delivery of this Agreement it or he will execute and deliver such further documents and do such further acts and things as another party may reasonably request in order to carry out the terms of this Agreement. 7. AMENDMENT. No supplement to or amendment of this Agreement will be binding unless executed in writing by LEADER and EZJR. 8. SUCCESSORS AND ASSIGNS. This Agreement will be binding on, and will inure to the benefit of, the parties and their respective successors and assigns, and shall not confer any rights or remedies on any other Persons. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed a valid, original agreement, but all of which together will constitute one and the same instrument. 10. SEVERABILITY. If any provision of this Agreement or its application to any Person or circumstances is held to be unenforceable or invalid by any court of competent jurisdiction, its other applications and the remaining provisions of this Agreement will be interpreted so as best reasonably to effect the intent of the parties. 11. ATTORNEYS' FEES. Each party will pay its or his own legal fees and other expenses in connection with the preparation of this Agreement and the sale of Assets in accordance with this Agreement. However, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because or arising out of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party will be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he may be entitled. 12. NOTICES. All notices, requests, demands, and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered by hand, by overnight courier, or fax, or two days after being mailed by certified or registered mail, return receipt requested, with postage prepaid. 13. WAIVERS. Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

Source: HER IMPORTS, 8-K/A, 10/18/2016

SIGNATURES EZJR, INC. LEADER ACT LTD HK By: /s/ Barry Hall /s/ Aymen Boughanmi Barry Hall Aymen Boughanmi Chief Executive Officer President

Source: HER IMPORTS, 8-K/A, 10/18/2016

Exhibit A Customer Relationship Management System Description The Customer Relationship Management (CRM) system entails all aspects of interaction that a company has with its customer, whether it is sales or service-related. It also provides a greater understanding of the customer and helps manage customer data and all interaction with the customer. Advantages and features of the CRM are as following: Enhanced customer relationship management including retention tools and fraud prevention. Recurring billing feature that allows for fully automated billing and tools to determine approval and decline rates and automated retries of declines. Profit management tools including affiliate commission tracking, price point testing and indemnification of revenue loss causes. Gateway integration and merchant account load balancing. Improved affiliate management and affiliate fraud detection. Better reporting and performance tracking.

Source: HER IMPORTS, 8-K/A, 10/18/2016

Source: HER IMPORTS, 8-K/A, 10/18/2016

Answer: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

Question: EXHIBIT 10.16

DRAFT (Americas) 1/12/00 (Rev 1) SUPPORT AND MAINTENANCE AGREEMENT

This Support and Maintenance Agreement (Agreement) is entered into and is effective as of the ____ day of _______________2000 (the Effective Date) by and between XACCT Technologies, Inc., a Delaware corporation (XACCT) with its principal place of business at 2900 Lakeside Drive, Suite 100, Santa Clara, California 95054 and ________________________________, a _______________corporation (Licensee) with its principal place of business at _________________________________.

This Agreement sets forth the terms and conditions under which XACCT will provide Product Maintenance (as defined below) and Support Services (as defined below) for the Product which is licensed by Licensee pursuant to XACCT's End User Software License Agreement (License Agreement). Except where superseded by this Agreement, all other terms and conditions of the License Agreement are incorporated by reference. Capitalized terms that are not defined in Section 1. below or elsewhere in this Agreement have the same meaning as in the License Agreement.

1. DEFINITIONS

1.1 Designated Support Contact means Licensee's employee who is authorized to contact the XACCT support center.

1.2 Incident means a single, discrete, malfunction or other problem which may require more than one (1) response before it is closed.

1.3 Major Release means a version of the Product containing significant changes in functionality which usually will be designated with a whole number product version change such as 3.x to 4.x.

1.4 Minor Release means a version of the Product containing minor improvements which usually will be designated with a one (1) decimal version change such as 3.x to 3.x; also sometimes referred to as dot releases.

1.5 Product Maintenance means the Product updates and revisions that are available from XACCT and selected by Licensee, as further referenced herein and the attachments hereto as may be amended from time to time.

1.6 Support Services means the software support services that are available from XACCT and selected by Licensee, as further referenced herein and the attachments hereto as may be amended from time to time.

2. COVERAGE AND PAYMENT OF FEES

Licensee may purchase the level of Product Maintenance and Support Services set forth in Attachment 1 to this Agreement. XACCT will provide the Product Maintenance and Support Services purchased by Licensee subject to the terms and conditions of this Agreement and the License Agreement. Fees shall be payable within thirty (30) days of invoice which shall be exclusive of any applicable local, state, federal, use, excise, value added, GST or other taxes imposed on the fees payable for the Product Maintenance and Support Services which shall be the responsibility of Licensee.

3. SUPPORT SERVICES

3.1 XACCT will provide reasonable commercial efforts to provide the appropriate solutions for reported Incidents. Initial response times for reported Incidents are as set forth in Attachment 1.

3.2 In order for Licensee to receive the Support Services referenced above, Licensee must:

(a) Appoint Designated Support Contact(s), trained and qualified, who will maintain the integrity of the&sbsp;Product and who will act as Licensee's liaison for all technical communications with XACCT. The number of Designated Support Contact(s) will be determined by the level of Support Services purchased by Licensee set forth in Attachment 1referenced in Section 2. Names of Designated Support Contact(s) must be provided to XACCT prior to initial contact with the XACCT support center. All technical communications by Licensee to XACCT shall only be made by the Designated Support Contact(s). All information and materials provided to Licensee by XACCT pursuant to this Agreement will be routed to the Designated Support Contact(s). Licensee may change the Designated Support Contact(s) upon written notice to XACCT;

(b) Promptly obtain training on the use of the Product for the Designated Support Contact(s), and any other employee substituting or replacing the Designated Support Contact(s);

(c) Subject to Licensee's applicable security requirements, provide XACCT with access to and use of all information and

system facilities including but not limited to a modem connection to Licensee's systems determined necessary by XACCT to provide timely Support Services pursuant to this Agreement;

(d) Follow operating instructions and procedures as specified in, but not limited to, XACCT's documentation and other correspondence related to the Product;

(e) Follow procedures and recommendations provided by the XACCT support center in an effort to correct problems; or

(f) Notify XACCT of a malfunction or other problem in accordance with XACCT's then current problem reporting procedures and as provided in Attachment 1. If XACCT determines that a problem reported by Licensee is not due to an error in the Product, XACCT will so notify Licensee. XACCT may in its sole discretion charge additional fees for time and materials for the resolution of problems that are not attributable to an error in the Product or which are excluded from XACCT's support obligations as set forth below.

3.5 XACCT shall have no obligation to support:

(a) altered, damaged or Licensee-modified Product, or any portion of the Product incorporated with or into other software other than as contemplated by XACCT's documentation or as otherwise expressly approved by XACCT in writing;

(b) any version of the Product other than the current version of the Product, the immediately previous version and the version preceding the immediately previous version; XACCT's obligation to support the version prior to the immediately previous version shall not extend beyond six (6) months after the release of the current Major Release of the Product;

(c) Product problems caused by Licensee's negligence, abuse or misapplication, use of Product other than as specified in the XACCT documentation, or other causes beyond the reasonable control of XACCT;

(d) Product installed on any hardware, operating system version or network environment that is not supported by XACCT; or

(e) Incidents if XACCT makes a good faith determination that the primary cause of the problem results from the failure or malfunction of any system, equipment, facilities or devices not furnished by XACCT.

3.6 Any obligation for Support for non-standard versions of the Product or portions thereof developed for Licensee on a customized basis shall be only as set forth in an amendment or other supplement to this Agreement.

4. PRODUCT MAINTENANCE

4.1 XACCT will use reasonable commercial efforts to provide maintenance releases and Minor Releases to the then-current embodiment of the Product that it provides to its customers generally. Maintenance Releases and Minor Releases may also include one copy of revisions to the documentation applicable to such maintenance releases and Minor Releases.

4.2 From time to time XACCT in its sole discretion may develop and provide Major Releases which will be made available to Licensee with or without additional fees according to the level of Support Services purchased by Licensee as set forth in Attachment 1 referenced in Section 2.

4.3 THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY, DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO THE MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS AGREEMENT.

5. TERM AND TERMINATION

5.1 The initial term of this Agreement is one (1) year from the date of delivery of the Product to Licensee unless earlier terminated in accordance with this Agreement. The Agreement will be automatically renewed for additional one (1) year terms (subject to applicable fee adjustments) unless thirty (30) days prior to the anniversary of the Effective Date Licensee gives written notice to XACCT of its intention not to renew.

5.2 XACCT may suspend or terminate Product Maintenance and Support Services if Licensee fails to timely pay Product Maintenance and Support Service fees as provided in this Agreement. XACCT may also terminate Support Services if Licensee breaches any provision of this Agreement or the License Agreement and such breach is not remedied within thirty (30) days after Licensee receives written notice of the breach. XACCT shall also have the right not to renew this Agreement with respect to any Product by providing written notice of such election at least sixty (60) days prior to the termination of Support Services for such Product, provided that XACCT no longer generally provides Support Services for such Product, or no longer provides the specific Support

Services previously offered.

5.3 Product Maintenance and Support Services shall automatically terminate upon termination of the License Agreement.

6. REINSTATEMENT OR RENEWAL OF PRODUCT MAINTENANCE AND SUPPORT SERVICES

In the event Product Maintenance and Support Services are terminated by Licensee by notice of non-renewal, Product Maintenance and Support Services shall be discontinued at the end of the then current term. If Product Maintenance and Support Services are terminated for any reason, at XACCT's sole option, Licensee may reinstate or renew Product Maintenance and Support Services by paying XACCT all applicable Product Maintenance and Support Services and reinstatement fees.

7. LIMITATION OF LIABILITY

7.1 Direct Damages. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE PRIOR 12 MONTHS. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT.

7.2 Consequential Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

8. GENERAL

This Agreement, the attachments and the License Agreement constitute the entire agreement between the parties regarding Product Maintenance and Support Services and supersede all previous agreements or

representations, oral or written, regarding the subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. Both parties acknowledge having read the terms and conditions set forth in this Agreement and attachments hereto, understand all terms and conditions, and agree to be bound thereby. The laws of the State of California shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate state court in Santa Clara County, California or in the federal court in the Northern District of California, and it is explicitly agreed that no other court shall have such jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:

LICENSEE XACCT TECHNOLOGIES, INC.

By: By: --------------------------------- -----------------------------------

Name: Name: ------------------------------- ---------------------------------

Title: Title: ------------------------------ --------------------------------

Date: Date: ------------------------------- ---------------------------------

Answer:
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.