Xxxxx-Xxxxx Shoppers, Inc. / HomeSeekers, Inc. Marketing Alliance
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The purpose of this alliance is for Xxxxx-Xxxxx Shoppers, Inc. (HHS) to sell web
pages on HomeSeekers, Inc. internet sites, resulting in account base growth for
both parties.
HHS will package HomeSeekers internet products into various programs, beginning
with products targeted at the real estate industry and expanding to include
other products and industries.
Homeseekers will invoice HHS at the quarterly HHS Price shown below in Table A
for each new customer on the first week they run, and again at the beginning if
each subsequent 13 weeks. HHS will notify Homeseekers in the event of
cancellation, at which point Homeseeekrs may approach the account directly to
offer their services at no less than Sale Price shown.
TABLE A List Sale HHS
Price Price Price
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Real Estate Platinum Program $3,750/year $3,090/year $400/quarter
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Office Homepage (unique domain name xxxxxxxxxxxxxxxx.xxxxxxxxxxx.xxx)
Agent Homepages/ "CityNet" access (including up to 10 agents)
Additional agent homepages $315/year $249/year $40/quarter
Agent Email (xxxxxxxxx@xxxxxxxxxxx.xxx)
Real Estate Agent Only Web Pages
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Agent homepage/ "CityNet" access $315/year $249/year $40/quarter
Agent Email (xxxxxxxxx@xxxxxxxxxx.xxx)
Revenues from Optional Digital Camera/Additional photos in listings are the sole
property of HomeSeekers. Revenues from the upselling of internet products not
listed in Table A are entirely the property of HomeSeekers. Revenues from
Display Advertising, Flyers, and Readers Ads in the HHS publications are the
sole property of HHS
Termination
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This agreement is in effect indefinitely from the date of signature until 30
days written notice of cancellation by either party, sent to the respective
undersigned officer.
Neither party possesses nor shall be deemed to possess any right of property in
or incident to this Agreement, and the parties agree that any termination of the
Agreement, according to the formalities and based on the conditions specified
herein, shall not constitute an unfair or abusive termination or create any
liability of the terminating party which is not provided for by this Agreement.
Customers sold under this Agreement shall be accommodated per the terms of the
program purchased for no less time than 1 quarter from the date of purchase.
Payments shall be in accordance with the Agreement.
Indemnification
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a) HomeSeekers shall indemnify and hold HHS harmless from and against any
loss, liability, cost, damage, or expense whatsoever (including
reasonable attorneys' fees) incident to any actual or threatened claim,
action or proceeding against HHS brought by any Person other than
HomeSeekers arising out of or related to the conduct of any business of
HomeSeekers resulting from this Agreement. This indemnity shall survive
the termination of this Agreement; provided, however, that HomeSeekers
shall not be required to indemnify HHS for any loss, liability, cost
damage or expense arising out of HHS's own negligence, willful
misconduct or misrepresentation in connection with services performed
pursuant to this Agreement.
b) HHS shall indemnify and hold HomeSeekers harmless from and against any
loss, liability, cost, damage, or expense whatsoever (including
reasonable attorneys' fees) incident to any actual or threatened claim,
action or threatened claim, action or proceeding against HomeSeekers
brought by any Person other than HHS arising out of or related to the
conduct of any business of HHS resulting from this Agreement. This
indemnity shall survive the termination of this Agreement; provided,
however, that HHS shall not be required to indemnify HomeSeekers for
any loss, liability, cost, damage or expenses arising out of
HomeSeekers' own negligence, willful misconduct or misrepresentation in
connection with services performed pursuant to this Agreement.
c) For purposes of this Agreement, "Person" means an individual or
corporation, partnership, trust incorporated of unincorporated
association, joint venture, joint stock company, government (or any
agency or political subdivision thereof) or other entity of any kind.
Law to Govern
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The validity construction, and enforceability of this Agreement shall be
governed in all respects by the laws of the State of California.
Relationship of the Parties
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Each of HHS and HomeSeekers agrees and acknowledges that neither this Agreement
nor the relationship of this parties under this Agreement creates a franchise,
partnership, joint venture, associate or corporate relationship between the
parties; and each of HHS and HomeSeekers agrees not to make any filing, assert
any claim, or take any action inconsistent with the relationship herein
contemplated.
Media Releases pertaining to the alliance require written approval of both
parties.
/S/ Xxxxx Xxxxxx 8/19/98 /S/ Xxxx Xxxxxxx 8/19/98
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Xxxxx Xxxxxx, President Date Xxxx Xxxxxxx, Vice Chairman Date
Xxxxx-Xxxxx Shoppers HomeSeekers, Inc.
