EXHIBIT 10.26
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WEB SERVICE AGREEMENT
This Agreement (the "Agreement"), effective as of the date of the last signature
hereto, is made and entered into by and between Heartsoft, Inc. located at 0000
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000 (hereinafter called "Heartsoft") and,
Gaggle, Inc. located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter called
"Gaggle").
1. GENERAL
Heartsoft and Gaggle wish to enter into an agreement whereby Gaggle shall
provide a web based e- mail service to customers of the Internet Safari product
published by Heartsoft.
2. THE SERVICE
Gaggle shall provide a customized version of it's free web based e-mail service
for the users of the Internet Safari product. Gaggle shall continue to provide
this e-mail service as long as there are active users of such service unless
this agreement has otherwise been terminated in accordance with Section 11.
Parents can create e-mail accounts for children and monitor the child's account.
Messages with inappropriate mail will automatically be rerouted to the parents'
blocked folder. Parents can also designate various access levels for their
children.
3. COST TO HEARTSOFT
There shall be no cost charged to Heartsoft for the services described in this
agreement.
4. DOMAIN NAME
The domain name used for the e-mail addresses shall be "Xxxxxxx.xxx". The
"Xxxxxxx.xxx" domain name is and shall remain the sole property of Heartsoft.
Nothing in this agreement transfers any right to Gaggle, Inc. to use the
"Xxxxxxx.xxx" domain in any manner other than described in this agreement. Other
domain names may be used upon mutual agreement of Gaggle and Heartsoft.
5. INTERNET SAFARI HOME PAGE AND SERVER
Heartsoft shall maintain its own server to host the web site "xxx.Xxxxxxx.xxx".
Heartsoft shall create a home page and login screen which link to the Xxxxxx.Xxx
web site. The technical staff at Gaggle will assist in setting up these links.
Heartsoft shall retain the login screen and links as long as there are active
users of the service unless this agreement has otherwise been terminated in
accordance with Section 11.
6. REDIRECTION OF MAIL
Heartsoft shall be responsible for forwarding all incoming mail addressed with
the "Xxxxxxx.xxx" domain name to the servers at Xxxxxx.Xxx. Forwarding shall
take place as long as there are active users of the service requiring the
Xxxxxxx.xxx domain name.
7. INTERNET SAFARI LOGO
Gaggle shall place an Internet Safari logo on each web page of the service where
practical. The Internet Safari logo is and shall remain the sole property of
Heartsoft. Nothing in this agreement transfers any right to Gaggle, Inc. to use
the "Xxxxxxx.xxx" domain in any manner other than described in this agreement.
Gaggle agrees t utilize the Internet Safari logo only in the manner as
contemplated by this agreement. Upon notification by Heartsoft, Gaggle will
immediately discontinue using the Internet Safari logo in any manner requested
by Heartsoft.
8. ADVERTISING
Gaggle may display banner ads, links, e-mail ads and offer special promotions to
the users subject to the same advertising policy as the free Xxxxxx.Xxx. All
information directly accessible by such links and all other promotional
information will be age appropriate and approved by a panel of educators before
inclusion. Heartsoft reserves the right to terminate this agreement should
Heartsoft determine in its discretion that any of the information described in
this section is not age appropriate.
9. HOSTING
Gaggle shall host the e-mail service on its servers and shall be responsible for
the bandwidth requirements.
10. USER INFORMATION
Gaggle shall maintain sole control and responsibility for all user names, screen
names, passwords and user mail.
11. TERM AND TERMINATION
This agreement shall remain in effect until terminated by either party. Either
party may terminate this agreement at any time for any reason including
convenience by giving the other party 90 days advance written notice. Both
parties shall provide 90 day advance notice of any event or circumstances that
will affect service or impact this agreement.
12. PRESS RELEASE
The parties agree to work together to issue a mutually agreeable press release
relating to this agreement. Heartsoft shall issue press release stating that
Gaggle, Inc. "is providing all e-mail service". Heartsoft shall also include in
press release Gaggle, Inc.'s URL in a noticeable and prominent placement.
13. SURVIVABILITY OF AGREEMENT
This agreement shall survive and remain intact should either party be acquired
or merged with a third party.
14. GENERAL PROVISIONS
(a) This Agreement is the sole and entire Agreement between the parties
relating to the subject matter hereof, and supersedes all prior understanding,
agreements and documentation relating to such subject matter. Any modifications
to this Agreement must be in writing and signed by both parties.
(b) If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions will
continue in full force without being impaired or invalidated in any way.
(c) This Agreement will be governed by the laws of the State of
California.
(d) This Agreement does not create any agency or partnership
relationship. Each party to this agreement is an independent contractor of the
other. Neither is an employee, agent or partner of the other party.
/s/ Xxxxxxxx X. Xxxxx 6/9/00
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Xxxxxxxx X. Xxxxx for Heartsoft, Inc. Date
/s/ Xxxx Xxxxxxxx 6/7/00
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Xxxx Xxxxxxxxx for Gaggle, Inc. Date
