Exhibit 10.14
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.
YAHOO! SHOPPING YSP SERVICE CONTRACT
This Contract is made on February 22, 2005 between GMARKET Inc. ("Merchant") and
Yahoo! Korea ("Yahoo Korea").
The parties agree and declare as follows:
ARTICLE 1 (PURPOSE)
This Contract acknowledges that both parties' performance of cooperation defined
in this Contract meets mutual benefits and provides for matters necessary for
faithful conduct of each provision, and this Contract shall have the prevailing
effect over any other agreements between both parties executed prior to this
Contract and any agreement contravening this Contract shall become null and
void.
ARTICLE 2 (DEFINITION)
1. Yahoo! Korea Shopping Advertisement Service ("YSP Service") means the
service by which Yahoo Korea advertises on-line shops ("Shop")
interacting one another on the World Wide Web (www) through Yahoo!
Shopping (not in a hosting type but in a form the Merchant creates and
alters DB at its own server), installs Yahoo navigation strip bar on
the top of the advertised Merchant's page to allow customers to
connect easily with various functions.
2. Merchant means parties to this Contract using YSP Service.
3. Customers means individuals ordering goods and services provided by
the Merchant at the Merchant's Shop.
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ARTICLE 3 (MERCHANT'S OBLIGATIONS)
1. Merchant is liable to comply with all the legal requirements relating
to goods and services presented at its Shop and data relating to their
display. In particular, Merchant agrees not to do each of the
followings:
1.1 Ilegal sale of goods, violation of export control or obscene
articles control laws, or any other act breaching or inducing the
breach of the currently effective laws.
1.2 An act of damaging, imitating or infringing a third party's or a
company's private matters.
1.3 An act of infringing a third party's rights including others'
intellectual property and rights under business, contract or
credit.
2. Merchant shall provide Yahoo Korea with system enabling record and
recognition of customers' purchase at the Merchant's Shop.
3. Liabilities arising from operation of Shops shall be borne by the
Merchant:
3.1 Merchant shall be liable to protect in secure protocol customers'
information including credit card information obtained in the
course of operating Shops and communication of such information
necessary for transactions, and in this connection, the Merchant
shall be liable to compensate for any damage incurred to
customers due to reasons attributable to the Merchant.
3.2 Merchant shall not apply customers' information obtained in the
course of operating the Shop to use other than performance of
orders by customers made at the Merchant's Shop. This provision
shall not apply to members brought in by the Merchant directly
through the YSP Service.
3.2 Merchant consents to faithful performance of customers' orders
with respect to goods and services displayed at its Shop and in
this connection, any liability to compensate customers for
damage, if any, shall be borne by the Merchant.
3.2 Merchant agrees not to distribute e-mails without request from
customers
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nor engage in improper business activities.
4. Merchant agrees to post at its Shop all the contact points including
the company name, address, telephone number, fax number and e-mail
address. Merchant agrees to update its contact information.
5. Merchant agrees to proceed with press release of this Contract and
transactions between Yahoo and Merchant upon consultation with Yahoo.
6. In the event disputes arise with a third party due to reasons
attributable to Merchant, Merchant shall indemnify Yahoo Korea
therefrom and resolve the disputes at its cost and responsibility.
ARTICLE 4 (YAHOO KOREA'S OBLIGATIONS)
1. Yahoo Korea may add YSP store URL linkage and banners on Yahoo search
engine at its discretion for the purpose of increasing sales at Shops
of which advertisement continues according to extension of Yahoo Korea
service.
2. Yahoo Korea shall, in providing YSP service, grant linkage function to
Yahoo's annexed service to the reasonable extent.
ARTICLE 5 (SCOPE OF COMPENSATION FOR DAMAGE)
Both parties undertake to faithfully carry out their obligations, may demand
correction of the other party in case of default of this Contract (impossible
performance, delay in performance or incomplete performance) and the party
subject to demand for correction shall comply with such demand. Except the
indemnification provision under Article 3 (6), if the party upon receipt of the
demand fails to correct without a justifiable reason, the other party may claim
for compensation of damage but in no event the compensation for damage includes
operating profit loss, indirect damage or punitive damage.
ARTICLE 6 (INTENTIONALLY OMITTED)
ARTICLE 7 (CONFIDENTIALITY)
Each party shall acknowledge confidentiality of any and all information relating
to the
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party, the party's affiliates and customers obtained in the course of executing
and performing this Contract and shall not provide such information to a third
party, except as required to be disclosed pursuant to applicable law or pursuant
to a prior written consent from the other party.
ARTICLE 8 (ADVERTISEMENT FEE)
1. Merchant shall pay Yahoo Korea an amount corresponding to [****] of
the gross sales (inclusive of VAT and excluding returned and cancelled
order) for the preceding month at its Shop ([****] of the gross sales
from click-through from main page and key word searches) and prepay
monthly [****] KRW (VAT not inclusive) as YSP advertisement fee in
cash for the term of this Contract, and if YSP advertisement days
exceed a month, the fee shall be calculated on a daily basis.
2. Payment of Yahoo Korea commissions described in paragraph 1 shall be
calculated by the last date of each month and shall be made to Yahoo
Korea by the 27th day of the next following month.
3. The contents of the click-through link in the main page and the list
of key word search terms which will link to Gmarket website will be as
shown in Attachment 1 hereto.
ARTICLE 9 (TERM)
The term shall be from February 25, 2006 until December 31, 2006.
[****] = MATERIAL OMITTED: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ARTICLE 10 (TERMINATION AND EXTENSION)
1. If the other party breaches this Contract, non-breaching party shall
demand correction of the other party within 30 days, and if the
breaches are not corrected within the period, non-breaching party may
terminate this Contract by sending a 15-day prior written notice to
the other party after determining the date of termination. Provided,
however, that Yahoo Korea may immediately terminate this Contract if
Merchant does illegal act, sells illegal goods or services or acts or
sells likely to damage Yahoo Korea or a third party's right. In this
case, the other party breaching this Contract shall compensate the
other party for damage incurred.
2. The term may be extended upon mutual agreement within 15 days prior to
the expiration of this Contract.
ARTICLE 10 (PROHIBITION ON TRANSFER)
Each party shall not transfer all or any part of the rights and obligations
under this Contract to a third party without a prior written consent from the
other party.
ARTICLE 11 (FORCE MAJEURE)
With respect to delay or default of this Contract due to force majeure or
reasons beyond control of each party, neither party shall be liable to the other
party.
ARTICLE 12 (GOVERNING JURISDICTION)
Any legal proceeding between the parties in connection with this Contract, shall
be subject to jurisdiction of the Seoul District Court.
ARTICLE 13 (OTHERS)
Matters not provided for under this Contract shall be in accordance with laws
and, if there is no provision under the laws, shall be in accordance with the
commercial practices. Provided, however, that matters required to be separately
provided for shall be determined upon mutual agreement and such agreed matters
shall have the same effect with this Contract.
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IN WITNESSETH WHEREOF, the parties have executed two copies of this Contract,
signed and affixed their seals and respectively keep each one copy hereof.
February 15, 2006
GMARKET Inc.
0xx Xxxxx Xxx Xxxxx Xxxx., 0000-0 Xxxxxx-Xxxx, Xxxxxx-Xx, Seoul
Representative Director: Young Bae Ku (seal)
Yahoo Korea
23rd and 24th floors, Glass Tower, 000-0 Xxxxxx-Xxxx, Xxxxxxx-Xx, Xxxxx
Xxxxxxxxxxxxxx Director: Nak Xxxx Xxxx (seal)
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Attachment 1
(Yahoo Korea website)
Note: The attached is a print-out of the Yahoo Korea website for click-through
to Gmarket and the listing of key word searches for Gmarket.
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(Screen Shot of the Korean Web Page)
