Exhibit 10.13
English Translation
CONFIDENTIAL TREATMENT REQUESTED BY GMARKET INC. CONFIDENTIAL PORTIONS OF THIS
DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
NAVER KNOWLEDGE SHOPPING - SHOP OPENING AND OPERATING CONTRACT
NHN Corp. ("NHN") and the following shop operator ("Gmarket") enter into this
Contract in order to sell Gmarket's products and services by making use of Naver
(xxx.xxxxx.xxx), NHN's online site and in order to witness hereof, two copies of
this Contract are executed and both parties sign and affix their seals hereto
and respectively keep each one copy hereof.
NAME OF THE CONTRACT Naver Knowledge Shopping - Shop Opening and
Operating Contract
SHOP OPERATOR GMARKET Inc.
TERM From April 1, 2006 to March 31, 2007 (12 months)
TYPE OF SHOP OPERATION Naver Knowledge Shopping - Best Partner
SHOP OPENING & OPERATING COST [****] KRW per month - VAT not inclusive
(ADVERTISEMENT COST)
Adjusted to sales: [****] of net sales (VAT not
inclusive) (Sales Commissions)
DB connection (without separate charge)
Others (without separate charge)
GUARANTEED MATTERS -
SPECIAL TERMS No sales commissions shall be charged for
click-through service on the main page of Naver.
Any other details of this Contract shall be in accordance with the general terms
of shopping transactions on the following pages.
[****] = MATERIAL OMITTED: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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April 1, 2006
NHN Corp. GMARKET Inc.
Xxxxxxx Xxxx Xxxxxx 0xx Xx., Xxx Xxxxx Xxxx., 0000-0
25-1, Xxxx-xx-dong Seocho-Xxxx
Xxxxxxx-Gu, Sungham-Shi Seocho-Gu, Seoul
Kangnam-Gu, Seoul Young Bae Ku, Representative Director
Xxxxxxxx Xxxx, Representative Director
Person in charge: Eunjong Xxx Xxxxxx in charge: XxxXxx Xxx
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GENERAL TERMS OF SHOPPING CONTRACT
Unless other conditions are specified on the signing page of this Contract, NHN
and Gmarket shall comply with the following conditions:
ARTICLE 1 (DEFINITIONS)
1. Naver Knowledge Shopping Service ("Service") means service allowing
users' easy access to Gmarket's online shopping mall by NHN's
advertising of Gmarket's shopping mall through URL linkage of text,
banners, product DB, etc. (in a form of DB created and altered by
Gmarket at its own server) of Gmarket through main screen or sub
screen of NHN's website Naver (xxx.xxxxx.xxx).
2. "Shop Operator" means parties to this contract using Service.
3. "Users" means individuals making orders for goods and services at
Gmarket's shopping mall through the Service.
4. "Shop Opening and Operating Cost" means an amount payable to NHN in
the name of commissions such as fixed fee, sales based fee and product
DB linkage fee, etc. in using the Service.
5. "Net Sales" means the gross sales of goods and services ordered by
users at Gmarket's shopping mall through the Service less discount,
value added tax, delivery cost and sales cancellation cost for return
and of orders.
ARTICLE 2 (NHN'S OBLIGATIONS)
1. NHN shall not misrepresent any information provided by Gmarket and if
any disputes arise between Gmarket and a third part or any others due
to breach hereof, NHN shall indemnify and defend Gmarket from the
disputes and shall resolve the disputes at NHN's cost and
responsibility.
2. NHN shall not use any information created and provided by Gmarket for
any other purposes except for operation of the Service.
3. In case the Service is extended or altered, NHN may add or alter URL
Linkage to text, banners and product DB of shopping mall operated by
Gmarket. Provided, however, in this case, NHN and Gmarket shall
consult each other in advance on location of Link URL, number of
banners and product DB and the shop operating cost.
4. NHN shall provide Gmarket with the Service, together with linking
function to annexed services of NHN to the reasonable extent.
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ARTICLE 3 (GMARKET'S OBLIGATIONS)
1. Gmarket shall be liable to comply with any and all legal requirements
including the followings with respect to the products and services
registered or linked to Service or any data posted.
(1) The relevant laws, regulations and standards relating to
descriptions of the relevant products or services;
(2) Protection of others' intellectual property and business and
marketing rights.
2. Gmarket shall be liable for any and all acts including each of the
followings arising in the course of operating its shopping mall:
(1) Gmarket shall be liable to protect any and all users' information
including credit card information obtained in the course of
operating the shopping mall and in connection herewith shall be
liable for any damage incurred to users due to reasons
attributable to Gmarket.
(2) Gmarket shall not apply users' information obtained in the course
of using the Service to any other use than for performance of
users' orders at Gmarket's shopping mall. Provided, however, this
shall not apply in case Gmarket obtained the information directly
from users through the Service.
(3) Gmarket shall be liable to faithfully carry out the orders for
goods and services made through the Service and shall be liable
to compensate users for damage incurred in connection herewith.
(4) Gmarket shall be liable for after sales service with respect to
goods and services sold pursuant to the quality assurance
provision of the relevant laws and decrees.
(5) Gmarket agrees not to distribute e-mails without demand by users
or not to engage in any improper marketing activities.
3. Gmarket shall post on the initial page of its shopping mall all the
contact points available in accordance with the relevant laws and
decrees and agree to maintain the most recent information with
reflecting any change thereof real time.
4. Gmarket shall provide its product DB in a standardized form as
prescribed by NHN in order to utilize NHN's product search engine in
selling goods and services through NHN. Provided, however, that NHN
and Gmarket shall consult each other on technical works, in advance.
5. With respect to disputes arising with a third party or any others due
to reasons
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attributable to Gmarket, Gmarket shall indemnify and defend NHN from
the disputes and shall resolve the disputes at Gmarket's cost and
responsibility.
ARTICLE 4 (SCOPE OF COMPENSATION)
NHN and Gmarket shall undertake to perform mutual obligations in good faith, may
demand correction of any default (inability of performance, delay in performance
or incomplete performance) under the Contract and the party upon receipt of such
demand shall be liable to correct such default. In case the party upon receipt
of the demand fails to correct the default without a justifiable reason, the
other party may claim for compensation of damage.
ARTICLE 5 (PAYMENT)
1. NHN shall settle the accounts of Gmarket's normal shop operating cost
and commissions once per month. The shop operating cost shall be
calculated on a pro rata daily basis from the commencement date of
shop operation.
2. NHN shall issue a tax account as of the 1st date of the relevant month
in respect of the shop operating cost for the relevant month, and
Gmarket shall pay the cost in cash by the 5th date.
3. The record amount which is commissions adjusted to sales, shall be
from the 26th date of the preceding month to the 25th date of the
relevant month, and the data on sales shall be submitted by the 30th
date of the relevant month.
4. NHN shall issue a tax account with respect to commissions adjusted to
sales and ensure delivery of the tax accounts to Gmarket by the last
date of the relevant month. Gmarket shall pay the commissions to NHN
by the 15th date of the next following month.
ARTICLE 6 (TERMINATION AND EXTENSION)
1. In case a party breaches its material obligations under the Contract,
the other party may demand a letter for correction of the breaches and
then if the breaching party fails to correct, the other party may
immediately terminate this Contract.
2. In case either party falls under each of the followings, the other
party may immediately terminate this Contract:
(1) In case a party falls under circumstances where continuation of
the Service
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becomes impossible and 30 days have passed from the date when the
party notifies the other party thereof.
(2) In case a party cannot conduct normal business activities by
reason of application for bankruptcy, commencement of corporate
reorganization procedures or composition, etc.
3. Unless either or both parties express otherwise by 15 days prior to
the expiration of the Contract, this Contract shall automatically
extend for 5 months. In this case the terms and conditions of the
contract shall be the same as those of this Contract unless otherwise
agreed upon.
4. In the event that Gmarket delays in any payment or a part thereof for
one month or more, NHN may immediately suspend provision of the
Service to Gmarket and if such delay continues for two months or more,
NHN may immediately terminate this Contract.
ARTICLE 7 (NO AGENCY OR NO GUARANTEE)
1. NHN has no power to act for Gmarket when Gmarket sells goods and
services through NHN, and any acts of NHN shall not be deemed
vicarious acts on behalf of Gmarket.
2. NHN shall not guarantee the existence, safety and legality, etc. of
goods and services Gmarket sells through NHN and any and all
responsibilities arising therefrom shall be borne by Gmarket.
ARTICLE 8 (CONFIDENTIALITY)
NHN and Gmarket shall not disclose any business secret or contract terms,
obtained in the course of executing and performing this Contract, to a third
party nor apply to any other purposes during the term as well as after
termination without a prior written approval from the other party. In the event
either party discloses the terms of this Contract, the other party may terminate
this Contract.
ARTICLE 9 (OBLIGATION TO NOTIFY AND TRANSFER OF RIGHTS)
Any and all rights and obligations under this Contract shall not be transferred
to a third party without a written approval from the other party.
ARTICLE 10 (FORCE MAJEURE)
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With respect to delay or default caused directly or indirectly by force majeure
and reasons beyond control by either party, no party shall be held liable to the
other party.
ARTICLE 11 (SUPPLEMENTATION AND COMPETENT COURT)
1. Matters not provided under this Contract shall be resolved upon mutual
agreement or in accordance with the commercial practices.
2. Any and all disputes arising between NHN and Gmarket in connection
with this Contract shall be submitted to the Seoul Central Court.
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