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EXHIBIT 10.9
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COLLECTORS UNIVERSE/EBAY MUTUAL SERVICES TERM SHEET
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eBay Inc., a Delaware corporation, with offices located at 0000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxx, XX 00000 ("eBay") and Collectors Universe, located at P.O.
Box 9458 Newport Beach, CA 92658 ("Provider") hereby enter into the following
agreement as set forth in this Term Sheet dated February 10, 1999, and in eBay's
Mutual Services Agreement, which is made a part hereof.
1. Provider's Responsibilities. Provider agrees to provide the following:
A. Premium grading and authentication services directly to eBay users in
the areas of coins via Professional Coin Grading Service ("PCGS"), and
trading cards via Professional Sports Authenticators ("PSA") or other
services as available and mutually agreed upon, as per Provider's
current services and policies.
B. Design a page that describes the services that will be provided to eBay
users, by the Provider (herein, "Services Page") hosted on Provider's
web site for eBay's users to access for grading and authentication
services by PCGS or PSA, or other services as available and mutually
agreed upon. This page will include the following elements:
a) The customer support and guarantee of Provider on all services.
b) The pricing structure for all services available to eBay users from
Provider.
c) Information about the eBay Collector's Club (as defined below).
d) The eBay logo in the upper left hand corner of the page and the
Provider's logo in the upper right-hand corner of the page.
e) A text link at the bottom of the page saying the services are
provided by Provider, and not by eBay.
f) There will not be links to other areas of the Provider's site other
than the pages designated for eBay users as specified above.
g) eBay may at its sole discretion add or remove information contained
within this page by providing notice to Provider and a reasonable
time to implement such changes as necessary.
C. In compliance with eBay's branding and trademark policies, eBay Marks
will be included on all web pages and communications related to the
provision of grading or authentication services to eBay users. In all
cases, Provider shall clearly indicate to eBay users that such services
are provided by Provider, and not eBay. Such communications will
include:
a) eBay/PSA area on Provider's web site to host content and services
for eBay users ("Collector's Club") related to com and/or sports
collecting categories, or other categories to be mutually agreed
upon.
b) PCGS/PSA verification pages, and verification pages of other
services provided by Provider on the provider's site. These
verification pages will include the following elements:
(a) A digital photo of the item for which the service was performed
(if photos are available by Provider).
(b) A description of the grade or authenticity of the item for which
the service was performed.
(c) The guarantee available on the item for which the service was
performed.
(d) A link back to the eBay item auction page.
(e) The certification number of the item for which service was
performed.
(f) The eBay logo in the upper left corner of the page and the
Provider's logo in the upper right corner of the page.
c) Customer support web page on Provider's web site for eBay users.
d) When Provider mails eBay users the materials, such as graded or
authenticated documents, such mailings will include eBay Marks.
(g) Within the mailings as specified above, Provider will create
instructional document to teach eBay sellers how to include
Provider's logo and link to the verification page on Provider's
web site within the seller's auction listing on eBay.
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[*] Confidential portions omitted and filed separately with the Securities and
Exchange Commission
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D. Guaranteed customer service and support metrics for eBay users, equal
to or better than existing support service to Provider's other
customers.
E. The Provider will offer a 10% discount to eBay users at the time of
sale for all grading and authentication services. This discount will be
provided for a period of 30 days from the first date these services are
made available from the eBay web site. Following the 30 day period,
Provider will offer eBay users a 10% rebate on all grading and
authentication services. This rebate will be remitted to eBay along
with the eBay user name so that eBay can credit the eBay user's eBay
account.
F. Provider will pay eBay [*]% of gross revenue generated from all grading
and authentication services, Collector's Club membership or other
services that are provided by Provider to eBay users.
G. Provider will make payments to eBay after Provider receives payment
from eBay users on services rendered by Provider. Payments to eBay by
Provider will be on the 30th of each month after the execution date.
X. Provider will design an eBay Collector's Club web page with content to
be mutually agreed upon by all parties, in writing.
I. Grading or authentication services are not contingent on membership in
the Collector's Club.
J. Two original articles: 1 for coins, 1 for trading cards, to educate
eBay users about grading, authentication and its benefits. These
articles will be found on the coins and trading cards category home
pages or other category home pages as services become available, and in
the starter guides on the category home pages as referenced above.
These articles will link to the grading services page on eBay.
X. Provider agrees to provide eBay monthly reporting of the following
items:
(a) Total visitors to the eBay services page on Provider's website.
(b) Total visitors to the eBay item verification pages.
(c) Total and new eBay Collector's Club members.
(d) Total and new grading and authentication services to eBay users.
(e) Total and average gross revenue by service offering.
(f) Total and average discount or rebate.
(g) Detailed report of individual activity for the Collector's Club
and grading and authentication services. These reports should
include:
(i) First name.
(ii) Last name.
(iii) Email address.
(iv) eBay User ID.
(v) Date of registration.
(vi) Type of activity.
(vii) Volume of activity (total).
(viii) Volume of activity (current month).
(ix) Total rebate provided.
(x) Total rebate provided current month.
(h) Other data may be reported as mutually agreed upon.
2. eBay Responsibilities. eBay agrees to promote the availability of
grading and authentication services in the following ways:
A. Internal house banners to be rotated within the eBay web site. These
banners will include untargeted run of site advertising as well as more
targeted advertising in categories for which grading and authentication
services are offered, in eBay's sole discretion.
B. eBay will include the articles submitted by Provider into the category
starter guides on the eBay web site.
C. eBay will include a link to the articles as referenced above on seller
services page at: xxxx://xxxxx.xxxx.xxx/xx/xxxxxx-xxxxxxxx.xxxx, and
the buyer services page at:
xxxx://xxxxx.xxxx.xxx/xx/xx.xxxx on eBay.
D. eBay will include information about the services provided by Provider
in targeted emails to eBay buyers and sellers.
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E. eBay will mention Provider on selected eBay web pages and
communications related to grading or authentication services to eBay
customers in the coins or trading cards categories, and work with
Provider to create instructional page on how to include Provider's logo
and link to the verification page on Provider's site.
F. Design a page to route eBay users to a web page designated by Provider,
describing the grading and authentication services supplied by the
Provider to eBay customers.
G. eBay agrees not to promote the 10% discount period on the services
offered by Provider to eBay users in either Coin World or Sports
Collectors Digest.
3. Term. The Term of this Agreement shall be for eighteen (18) months
beginning on the Execution date (defined below).
Provider's authentication, grading, and other web pages designed for
eBay shall not link to Provider's auction listings or to web sites
published or produced by any eBay competitor. Collectors Universe will
not specifically focus or target those customers who have utilized the
eBay/PCGS and eBay/PSA grading and authentication service offerings, or
other such services as may be mutually agreed, with marketing programs,
such as direct e-mails or other direct mail campaigns, regarding other
auction services.
The parties below have read and understand the terms and conditions set forth in
this Agreement and by signing agree to be bound by these terms and conditions.
The date of execution shall be the later of the two signatures below (the
"Execution Date").
eBay, Inc. Xxxxx Xxxxx
0000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxxxxx
Xxx Xxxx, XX 00000 P.O. Box 9458
Newport Beach, CA 92658
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx
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Signature Signature
Vice President Marketing & BD CEO
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Title Title
2/24/99 2/24/99
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Date Date
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EBAY SERVICES AGREEMENT
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These standard terms and conditions (the "Agreement") shall govern the
placement of advertising, revenue sharing, and other related services as set
forth in the attached deal term sheet (the "Term Sheet"). The Term Sheet shall
set forth the specific authentication/grading services to be provided to eBay
customers, and placement and run for advertising, articles, revenue sharing and
other deliverables to be granted to eBay Inc. ("eBay") from the specified
authentication/web site service ("Provider"), in exchange for an equal value of
advertising and onsite promotion to be provided by eBay. All Term Sheets must be
accepted in writing by eBay in order to be effective.
1) Terms of Payment. The Provider will pay eBay on a monthly basis following
thirty days after the first day this Agreement and applicable Term Sheets
are effective. Payments shall be made to eBay within thirty (30) days from
the date due. All payments shall be accompanied by reasonable documentation
available to Provider at such time setting forth the number of eBay
customers that used the Provider's online authentication service (the
"Service") for the relevant billing month, as well as information
supporting the calculation of monies payable. Provider shall be responsible
for the payment of all taxes and duties assessed in connection with
payments made hereunder.
2) Mutual License to Use Materials. Both parties hereby grant to the other a
limited, non-exclusive, non-transferable license to use the articles,
advertising materials, and content (collectively "Materials") stipulated in
each Term Sheet, and the related trademarks, servicemarks and logos set
forth in the Term Sheet, or as otherwise specified in writing by the
applicable parties (collectively "Marks"), solely to display articles,
advertisements, and links to such party's web site in accordance with this
Agreement. Each party hereby admits and recognizes the other's exclusive
ownership of the other's Marks and the renown of such Marks worldwide. Each
party agrees not to take any action inconsistent with the other's ownership
of the other's Marks and agrees that any benefits accruing from use of such
Marks shall automatically vest in the other party. No party shall form any
combination marks with the other's Marks. No party may modify for public
display any Materials or Marks provided to the other except upon receiving
the other's prior written approval.
3) License to Use Articles. Provider hereby grants to eBay a non-exclusive,
worldwide, perpetual, irrevocable, royalty-free right to use, reproduce,
publicly display and digitally perform the feature articles described in
the Term Sheet in accordance with the Agreement.
4) Positioning and Display Criteria. Each party shall position all advertising
on the other's site, and shall establish a link to the other's site, as
designated in the Term Sheet or such other URL as may be specified by the
other party from time to time. Each party shall use its best efforts to
maintain its sites and to meet all display and usage requirements and
levels of impressions, as set forth in a Term Sheet.
a) Format of Materials. Each party will provide all Materials in a format
and a transmission method reasonably agreed upon by the parties and
identified in the Term Sheet.
b) Right to Reject Advertisement. Each Party has the right to reject any
of the other's Materials, and to cancel any of the other's
advertisements, if that party has good cause to
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believe that the other party's Materials may: infringe the rights of a
third party; or subject either party to indemnify the other, as
provided in Section 8 herein. However, that party must first provide
the other party with written notice of such rejection and/or
cancellation, together with the specific reason for such rejection
and/or cancellation, and any materials supporting such reason.
5) Limitation of Liability. WITH THE EXCEPTION OF A BREACH OF THE
CONFIDENTIALITY PROVISIONS OF SECTION 10, IN NO EVENT SHALL EBAY OR ITS
SUPPLIERS BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST
OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN
ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS
BASED. IN NO EVENT SHALL EBAY'S LIABILITY UNDER ANY TERM SHEET EXCEED
$10,000.
6) Indemnification.
a) eBay Indemnification. eBay agrees to indemnify the Provider against any
and all amounts finally awarded against Provider (including reasonable
attorneys' fees and costs) in connection with any third-party claim
that eBay's Materials or Marks (in unmodified form with no additional
material added) infringe any U.S. trademark, copyright, or trade
secret, or libel, defame, or invade the rights of publicity or privacy
of any third party. The foregoing indemnity is subject to the Provider:
(i) providing eBay with prompt written notice upon becoming aware of
any such claim; (ii) reasonably co-operating with eBay in the defense
of such claim; and (iii) providing eBay with the sole and exclusive
control of the defense and settlement of any such claim. The foregoing
indemnity shall not apply to claims arising from actions where the
Provider has: (i) modified the eBay Materials; (ii) added to the eBay
Materials; or (iii) used thc eBay Materials in a manner not expressly
authorized in this Agreement. THE FOREGOING CONSTITUTES THE SOLE AND
EXCLUSIVE REMEDY OF THE PROVIDER IN THE EVENT OF ANY THIRD PARTY CLAIM
RELATED TO THE EBAY MATERIALS OR MARKS.
b) Provider Indemnification. Provider agrees to indemnify eBay against any
and all amounts finally awarded against eBay (including reasonable
attorneys' fees and costs) in connection with any third-party claim
arising from Provider's Service or web site. The foregoing indemnity is
subject to eBay: (i) providing the Provider with prompt written notice
upon becoming aware of any such claim; and (ii) reasonably co-operating
with the Provider in the defense of such claim. eBay shall have the
right to participate in any action at its own expense. Provider may not
compromise or settle any claim which could give rise to any liability
for eBay without eBay's prior written consent, such consent to be
eBay's sole and exclusive discretion. The foregoing indemnity shall not
apply to the extent the liability arises from a claim where eBay has:
(i) modified the Provider's Materials; (ii) added to the Provider's
Materials; or (iii) used the Provider's Materials in a manner not
expressly authorized in this Agreement.
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7) Warranties and Representations. Each party agrees that: (i) all
advertisements and links shall be displayed in accordance with this
Agreement and in a professional and tasteful manner and shall not be used
to endorse, or imply the endorsement of the other party's or any third
party's products or services; (ii) each party shall endeavor to operate its
site and service in a professional manner; and (iii) each party shall at
all times comply with all laws and regulations applicable to its site and
its performance under the Agreement; provided, however, that this
representation does not apply to content placed on either party's web site
by third parties. In the event of either party's breach of any warranty or
representation set forth in this Section 7, the other party may terminate
this contract, without liability of any kind, upon providing the party in
breach with five (5) days written notice and opportunity to cure.
8) Cancellation and Termination. eBay may cancel this Agreement and/or any
Term Sheet or portion thereof, upon providing thirty (30) days written
notice. Upon any termination or expiration of this Agreement, or any Term
Sheet, all licenses granted to the other party hereunder shall immediately
terminate, and the other party shall cease using and promptly return and
purge its files of all the other party's Materials and confidential
information. All payments for work completed shall be made within thirty
(30) days from the termination of this Agreement, or any Term Sheet.
Neither party shall have any liability from termination in compliance with
this section. The terms and conditions of Sections 6, 7, 8, 9, 10, and 11
shall survive any expiration or termination of this Agreement.
9) Construction. No terms and/or conditions other than those set forth in a
Term Sheet or this Agreement shall be binding on eBay unless expressly
agreed to in writing by eBay. In the event of any inconsistency between a
Term Sheet and this Agreement, this Agreement shall control.
10) Confidentiality.
a) The parties shall use their reasonable efforts to keep confidential the
terms and conditions of the Agreement and of any Term Sheet, and all
information regarding the specific viewing of each party's
advertisements, the click-through rates of such advertisements, the
demographics of viewers who click-through to such web site, the
information of such users who click through from eBay to such web site,
and such other information as is identified and treated as confidential
by the party seeking to have the information treated confidentially and
is not (and does not become through no fault of the other party)
publicly known or available. Each party may not disclose the other
party's confidential information and may not use such information
except as required to perform under this contract and agrees to take
the same care to preserve the confidentiality of such information as it
uses with respect to preserving the confidentiality of its own
confidential information.
b) Both parties shall use their reasonable efforts to follow the eBay
Privacy Policy with respect to information that is protected under such
Policy. Such information that is confidential information under that
Policy is treated as confidential information under this Agreement.
c) The breach of this confidentiality provision by either party would
cause the other party irreparable harm and the harmed party shall be
entitled to appropriate injunctive relief in the event of such breach.
However, both parties may use aggregate demographic information once
stripped of any personal identifiable information. The confidentiality
restrictions on
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information contained within each Term Sheet shall expire three years
after the termination of this Agreement and/or any applicable Term
Sheet.
11) Miscellaneous. This Agreement, together with any applicable Term Sheet
(collectively the "Relationship"), (a) shall be governed by and construed
in accordance with, the laws of the State of California, without giving
effect to principles of conflicts of law; (b) may be amended only by a
written agreement executed by an authorized representative of each party;
and (c) constitute the complete and entire expression of the agreement
between the parties with respect to the subject matter hereof, and shall
supersede any and all other agreements, whether written or oral, between
the parties. All waivers hereunder must be expressly made in writing. The
parties shall be deemed to have the status of independent contractors, and
nothing in this Relationship shall be deemed to place the parties in the
relationship of employer-employee, principal-agent, partners or joint
venturers. Should any provision of this Relationship be held to be void,
invalid, or inoperative, such provision shall be modified to reflect the
fullest enforceable intent of the parties, or if such modification is not
possible, severed, and the remaining provisions of this contract shall not
be affected and shall continue in full force and effect. Venue for all
disputes arising out of or related to the Relationship shall be the state
and federal courts located in Santa Xxxxx County, California.
Collectors Universe
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, CEO
2/24/99
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