Exhibit 10.38
February 8, 1999
Xxxxxx Xxxxxxx
Snap!
Xxx Xxxxxxx
CNET: The Computer Network
Xxx Xxxxxx
NBC Multimedia, Inc.
Dear Edmond, Tom, and Peg:
RE: Agreement between CNET: The Computer Network ("CNET"), NBC
Multimedia, Inc. ("NBC"), Snap! Internet portal service
("Snap"), and Xxxx.xxx, Inc.("Xxxx.xxx"), dated as of
February 8, 1999 (the "Agreement")
As we have discussed, section 2.3 of the `Agreement between CNET: The
Computer Network and GlobeComm, Inc' dated May 13, 1998 ("Original Agreement")
(exhibit 1) provided for additional versions of xxxxx.xxx for Snap Partners to
the extent requested by Snap and such Snap Partner and to the extent all parties
involved agree on the partnership economic terms. Subsequent to the May 13, 1998
agreement Xxxx.xxx and CNET entered into an agreement to make Snap an
independent party to the May 13, 1998 agreement.
The terms of an Agreement between NBC and Xxxx.xxx dated December 23,
1998 provide that certain third party approvals may be required prior to
completing a formal agreement. The terms in this letter agreement describe the
terms by which Xxxx.xxx, Snap, CNET and NBC approve the Agreement between NBC
and Xxxx.xxx and terms by which all parties agree to make a version of xxxxx.xxx
for NBC-IN and XXX.xxx and detail the mechanism by which XXX.Xxx, Snap, and CNET
will launch the site (exhibit 2) and be allocated shares and profits from
xxxxx.xxx users.
1. Each User who first accesses the xxxxx.xxx service through a
link from any XXX.xxx and NBC-IN site will be tagged as an XXX.xxx or NBC-IN
user respectively (collectively "NBC User") (using a method which gives such
user a Partner ID), similar to the way xxxxx.xxx tags a user signing up from the
CNET Site or Snap Site as a CNET User or Snap User.
2. Earned Shares of Common Stock issued pursuant to Section 6.1
of the Original Agreement with respect to any month will be allocated between
CNET, Snap, and NBC based on the following ratios:
(i) CNET shall be allocated the amount based on the ratio
of CNET Users who subscribe to the XXXXX.XXX service during
such month divided by the sum of CNET Users, Snap Users and
NBC Users that sign up during such month.
(ii) Snap shall be allocated the amount based on the ratio
of Snap Users who subscribe to the XXXXX.XXX service during
such month divided by the sum of CNET Users, Snap Users and
NBC Users that sign up during such month.
(iii) NBC shall be allocated the amount based on the ratio
of NBC Users who subscribe to the XXXXX.XXX service during
such month divided by the sum of CNET Users, Snap Users and
NBC Users that sign up during such month.
(iv) Additional shares corresponding to other Users (as
used herein "Other Users" means Users not defined in paragraph
1) to be granted to CNET and Snap per the letter dated January
14 (Exhibit 3).
3. Payments under Section 6.3.6 of the Original Agreement with
respect to Profits from Excess Users during any month will be allocated between
CNET, Snap and NBC based on the ratio the Profit earned during such month from
Excess Users who are CNET Users, Snap Users and NBC Users as follows:
(i) CNET shall be allocated the amount based on the ratio
of CNET Excess Users who have subscribed to the XXXXX.XXX at
the end of such month divided by the sum of CNET Excess Users,
Snap Excess Users and NBC Excess Users at such time.
(ii) Snap shall be allocated the amount based on the ratio
of Snap Excess Users who have subscribed to the XXXXX.XXX at
the end of such month divided by the sum of CNET Excess Users,
Snap Excess Users and NBC Excess Users at such time.
(iii) NBC shall be allocated the amount based on the ratio
of NBC Excess Users who have subscribed to the XXXXX.XXX at
the end of such month divided by the sum of CNET Excess Users,
Snap Excess Users and NBC Excess Users at such time.
(iv) Additional profits corresponding to other Excess
Others Users to be allocated to CNET and Snap per the letter
dated January 14 (Exhibit 3).
5. This letter constitutes an amendment to the Agreement to the
extent necessary to effectuate the foregoing. Except as otherwise expressly
provided in this letter, the Agreement will remain in full force and effect in
accordance with its terms.
All parties shall sign this letter in the space provided below to
indicate their agreement with the foregoing.
Very truly yours,
Xxxx.xxx, Inc.
By: /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
President
Consented and Agreed: Xxxx Xxxxxx
XXXX.XXX, INC. CNET, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxx Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxx Xxxxxxx
------------------------------ ------------------------------
Title: President Title: EVP
----------------------------- -----------------------------
Date: 2/8/99 Date: 3/22/99
------------------------------ ------------------------------
SNAP! LLC NBC, INC.
By: /s/ Xxxxxx Sanotis By: /s/ Xxxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxx Sanotis Name: Xxxxxx Xxxxx
------------------------------ ------------------------------
Title: C.O.O. Title: SVP
----------------------------- -----------------------------
Date: 4/30/99 Date: 2/16/99
------------------------------ ------------------------------
Exhibit 1. Section 2.3 of the Agreement between CNET: The Computer Network and
GlobeComm, Inc.
AGREEMENT BETWEEN CNET: THE COMPUTER NETWORK AND GLOBECOMM, INC.
This agreement (the "Agreement") is made this 13th day of May, 1998 ("Effective
Date") by and between CNET, Inc., a Delaware corporation with its principal
place of business at 000 Xxxxxxxx Xx., Xxx Xxxxxxxxx XX 00000 ("CNET"),
GlobeComm, Inc., a Delaware corporation having its principal place of business
at 00 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (" Xxxx.xxx").
...2.3 DEVELOPMENT OF EMAIL SERVICES FOR PARTNER SNAP VERSIOns. Xxxx.xxx will
build co-branded Web sites offering email services similar to XXXXX.XXX
("Co-Branded Sites") for Partner Snap Versions as requested by CNET and the
applicable Snap partner to the extent that the applicable Snap partner would
rather offer email services through Snap rather than directly with Xxxx.xxx.
Xxxx.xxx will build Co-Branded Sites within 30 days after receiving a request
from CNET with respect to a particular Partner Snap Version and agreeing on the
partnership economic terms. Additional time may be taken to develop the
Co-Branded site if the Snap Partner is slow in providing feedback on the
Co-Branded Site or if additional custom work is required other than what
Xxxx.xxx normally provides in a Co-Branded Site. The specific Snap partners for
whom Co-Branded Sites will be built do not need to be determined by the launch
date of XXXXX.XXX and can be added or changed at any time during the Term.
Exhibit 2: Launch Detail
The exisiting capability that Snap and Xxxx.xxx have for adding additional
versions of xxxxx.xxx including a version of xxxxx.xxx for XXX.xxx and NBC-IN
includes the following:
(i) Partner Group ID: Xxxx.xxx can tag a user that signs
up from XXX.xxx and NBC-IN as a XXX.xxx User and NBC-IN User
and will store such Partner Group ID along with the users
record.
(ii) Xxxx.xxx can report sign-ups by Partner Group ID so
that Snap, XXX.xxx, NBC-IN, and CNET will know how many
customers they signed up each month and in total.
(iii) Snap will control the first step of sign-up and each
member that signs up for and xxxxx.xxx email address from
XXX.xxx and NBC-IN will automatically become a member of Snap.
(iv) Depending on Snap, the first step of sign-up can have
some customized content depending on whether the user signed
up from XXX.xxx and NBC-IN.
(v) The branding of the XXX.xxx and NBC-IN email service
will be the xxxxx.xxx branding. XXX.xxx and NBC-IN will be
added as snap editions such that the Snap navigation bar links
on the XXX.xxx and NBC-IN email service will link back to the
appropriate XXX.xxx and NBC-IN edition.
After execution, Xxxx.xxx will put together a project plan to launch additional
capabilities that have been requested by NBC includes the following:
(i) Xxxx.xxx will develop a capability such that it can
track and report page views based on Partner Group ID in
addition to reporting sign-ups from Partner Group ID.
(ii) Xxxx.xxx will develop the capability such that after
a user logs into their email service, Xxxx.xxx can show an
additional graphic logo provided by NBC that can be branded
for XXX.xxx or NBC-IN based on the user's Partner Group ID.
This graphic can include a link chosen by NBC.
(iii) NBC has requested the ability to put graphic up on
the XXX.xxx and NBC-IN websites to the extent that an XXX.xxx
and NBC-IN user receives an email. This capability was
developed by Xxxx.xxx for Snap and is currently used by Snap.
There is a small amount of work which must be done by NBC to
offer this capability. Snap and Xxxx.xxx will work with NBC to
explain what needs to be done such that NBC can launch the
"you have mail" indicator. After NBC launches this indicator,
it will work on the NBC sites and the Snap sites for all users
of xxxxx.xxx regardless of where they originally signed up
from.
