EXHIBIT 10.35
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THEGLOBE.COM
THEGLOBE.COM, INC. AND VALUEFLASH.COM
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This non-binding Term Sheet constitutes a statement of intentions only and shall
not be deemed to be legally binding on either party. The terms outlined below
represent the proposed terms of the relationship and would serve as the basis
for developing a formal agreement. The parties agree and acknowledge that
neither party shall be bound to the other until the parties enter into a
definitive agreement.
1. GENERAL DESCRIPTION
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HappyPuppy.com ("HP") will work with ValueFlash (http://www.Vflash.com/),
referred to throughout this term sheet as "Vflash" to distribute its
messengering service, which will notify users of HP who opt for Vflash service
of new content and events on HP ("updates").
2. TGLO OBLIGATIONS
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TGLO would:
a) Incorporate a "granddaughter box" on the HP site with a Vflash link.
This link would take users to a co-branded download area (hosted by
Vflash) where the HP Vflash Messenger would be downloaded.
b) Work in good faith with Vflash to mutually agree on the look and feel
for the co-branded Vflash pages that will be displayed to users of
Vflash who originate from HP.
c) Determine the appropriate nature and levels of updates, including
categories, frequency, and type. TGLO would also work with Vflash to
determine the best process (automated or manual).
d) Promote Vflash to HP mailing list, once upon the launch of the service,
and once per quarter thereafter.
e) Work with Vflash to determine the appropriate way of presenting HP on
the Vflash site for downloads of HP Vflash clients on the Vflash site.
f) Have sole control and sell of all the advertising displayed on the
co-branded pages and the HP Vflash Messenger. Vflash may bring
potential advertisers to the program for Happy Puppy approval. Vflash
will receive "seller's percentage" for those advertisers that
participate.
g) Provide Vflash with one-percent of the monthly inventory in order for
Vflash to promote other Vflash partners. Vflash agrees not to promote
HP competitors with this inventory.
3. VFLASH OBLIGATIONS
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Vflash would:
a) Develop, maintain, host and serve a HP-branded Vflash program,
including HP-branded Messenger, Vflash development, database setup,
management and all updates.
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b) Work in good faith with TGLO to mutually agree on the look and feel for
the co- branded Vflash pages that will be displayed to users of Vflash
who originate from HP.
c) Provide monthly reports on HP Vflash Messenger subscriber activities.
d) Not launch similar partnerships with HP competitors until three months
after the launch of the HP Vflash Messenger (launch date to be no later
than August 15, 2000 assuming no delay on the part of Vflash).
e) Promote HP on other partner Vflash Messengers (not HP competitors) in
equal proportions to how Vflash's other partners will be promoted on
the HP Vflash Messenger.
4. FINANCIAL STRUCTURE
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a) HP and Vflash would share the revenue derived from advertising and
other forms of promotions utilizing the HP Vflash Messenger, and
co-branded pages 50/50, after deduction 20% seller's commission by
the selling party.).
b) HP would share 50/50 with Vflash on all sales commissions (e.g.,
20% affiliate commission) for sales of games by Chips & Bits
attributable to the HP Vflash Messenger.
5. TERM AND TERMINATION
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The term of the proposed Agreement would be one (1) year from the implementation
date of the proposed agreement. Either party may terminate upon a material
breach which is not cured within 30 days of receipt of written notice. Both
parties shall make commercially reasonable efforts to execute the proposed
agreement by June 30, 2000. If an extension or renewal is desirable to both
parties, such extension or renewal will be negotiated in good faith by both
parties sixty (60) days prior to the termination of the Agreement.
ACCEPTED:
/s/ Ira Silberstein /s/ Israel J. Hersh
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theglobe.com, Inc. ValueFlash.com
Name: Ira Silberstein Name: Israel J. Hersh
Title: Director, Business Development Title: President
Date: 6/24/00 Date: 6/26/00
