Addendum Number 2 to the LiveWorld Services Agreement By and Between LiveWorld, Inc. and EBay Inc.

Exhibit 10.8.1


		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Addendum Number 2 to the LiveWorld Services Agreement
By and Between LiveWorld, Inc. and EBay Inc.

This Addendum No. 2 to the LiveWorld Services Agreement (the “Agreement”) is entered into as of November 20, 2006, by and between LiveWorld, Inc., a (“LiveWorld”) and eBay Inc. (including the eBay Affiliates) (collectively “eBay”), is effective as of January 1, 2007 (the “Effective Date”).

RECITALS

A. LiveWorld and eBay Inc. entered into the Agreement as of May 6, 2004, as amended in Addendum Number 1, dated January 6, 2005, pursuant to which inter alia, LiveWorld agreed to provide among other services, discussion boards and other discussion board management functions in connection with the community area of the eBay site.

B. eBay and LiveWorld have agreed to modify certain terms of the Agreement.

NOW THEREFORE, LiveWorld and eBay hereby agree as follows:

AGREED TERMS

	1.		Section 2.1 is deleted and replaced with the following:

			“For the duration of the Term LiveWorld shall provide to eBay and the applicable eBay Affiliates (as identified in Exhibit A-1 or a SOW (defined below)) the LiveWorld Services identified in Exhibit A-1 to this Agreement in accordance with the terms and conditions of the Agreement and the exhibits attached hereto. A further description of certain LiveWorld Services identified in Exhibits A-1 and additional terms that relate to such LiveWorld Services is attached hereto as Exhibit A-3. The parties acknowledge and agree that as part of the LiveWorld Services. LiveWorld will continue to provide eBay with access to the eBay Site activity reporting tools that are made available to eBay as of the Effective Date of this Agreement or similar reports providing equivalent data. Additionally, LiveWorld will automatically validate the internal consistency of all data relating to the LiveWorld Services before it’s sent to the data warehouse (data inaccuracy includes no data as well as wrong date), through the implementation of auto-validation systems comparing data from logs and databases to detect abnormalities in their relationship


		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

			(e.g. flag when data is higher than usual), eBay assumes that all data sent to the eBay data warehouse is an accurate representation of day-to-day activity. Whenever an event occurs that impacts the accuracy of the data-stream, LiveWorld should detect each event, take appropriate action to remedy the situation in a reasonable amount of time, and document each event. LiveWorld will make commercially reasonable efforts to regenerate data within 3 Business days of an event’s detection and notify eBay to re-pull the data into eBay’s data warehouse. LiveWorld will submit a comprehensive report of all events that affect the data-stream to eBay by the last day of June and December of each year. LiveWorld will operate the LiveWorld Services on its systems and network infrastructure and shall provide all necessary hardware, software, network equipment and bandwidth to implement and maintain the LiveWorld Services. All web pages that LiveWorld shall provide to Users in connection with the LiveWorld Services shall be subject to eBay’s prior review and written approval which may be withheld in eBay’s sole discretion.”

	2.		Section 4.2 is deleted and replaced with the following:

			“Use of User Data and Transaction Date. eBay shall own any User Data, Transaction Data, and/or content posted to any forums gathered from the eBay Site or the LiveWorld Web Site in the course of this Agreement.”

	3.		A new Section 11.1(a) is added as follows:

			“Renewal Terms(s). Unless terminated earlier pursuant to the termination provisions in this Section 11, this Agreement shall renew for three (3) years from the Addendum Effective Date (“Renewal Term”). The Renewal Term shall also be referred to herein as “Term” or “term”. The fees applicable to the Renewal Terms are listed in Exhibit A-1.”

	4.		Section 11.2 is deleted and replaced with the following:

			“Termination. Either party may terminate this Agreement upon a breach of any material term of this Agreement if the non-breaching party gives notice of the breach and the other party fails to cure the breach within [*] calendar days after written notice is sent. eBay may terminate this Agreement: (1) after [] days written notice to LiveWorld if LiveWorld fails to achieve the performance service levels set forth in Section 1.1 Exhibit D [] in a []-day period or [] times in a [*]-day period;

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

			(2) after [*] days written notice to LiveWorld if LiveWorld fails to meet any of its obligations set forth in Sections 2-10 of Exhibit D and does not cure such failure within [] days following written notice thereof; (3) in accordance with Exhibit D (“Information Security Service Level Agreement”); or (4) after a period of not less than [] months from the Addendum Effective Date, eBay US or any Affiliate may terminate its respective LiveWorld Services for convenience upon [] days written notice to LiveWorld. After the first [] months from the Addendum Effective Date, eBay or any eBay Affiliate operating under Monthly Operational Levels 1 through ▇▇▇▇▇ ▇▇, detailed in Exhibit A-1, may terminate their respective LiveWorld Services for convenience upon [] days advance written notice to LiveWorld with a penalty equal to []% of the remaining total minimum monthly fees (detailed in Exhibit A-1 for the level appropriate to the canceling entity) that would have been incurred within the initial [*] month period (Calendar 2007, the contractual year) had there been no cancellation.”

	5.		Section 11.4 is deleted and replaced with the following:

			“Effects of Expiration or Termination. Upon the expiration or termination of the Agreement, each party shall destroy all Confidential Information of the other party in its possession, or, at the request of the other party, return such Confidential Information to the other party. LiveWorld will assist eBay with the migration of all User Data, eBay Content, and Transaction Data to eBay or a third party service provider eBay in a format specified by eBay. All accrued payment obligations of LiveWorld and eBay shall survive expiration or termination of this Agreement. All contract extensions for each regional market entered into under separate statement of work will continue under the terms of this Agreement until expiration or unless terminated earlier pursuant to the termination section so this Section 11. The provisions of this Agreement respecting Definitions (§1), Use of Data (§4), Proprietary Rights (§5), Representations and Warranties (§6), Mutual Disclaimer of Warranties (§7), Mutual Limitation of Liability (§8), Indemnity (§9), Confidentiality (§10) and certain General Provisions (§§12.2, 12.3, 12.5) shall survive any expiration or termination of this Agreement.”

	6.		Exhibits ▇-▇, ▇-▇, and A-3 are deleted in their entirety and replaced with the attached Exhibits A-1 and A-3.

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

	7.		Exhibit B is deleted in its entirety.

	8.		Exhibit D is deleted in its entirety and replaced with the attached Exhibit D.

	9.		Section 3.5 is deleted and replaced with the following:

			“Invoicing; Payments; Late Charges. Except as otherwise expressly provided in the attached Exhibits (the terms and conditions of which are hereby incorporated by this reference) or SOW for any new service, invoices for LiveWorld Service fees shall be sent to eBay and eBay International AG (and/or eBay Affiliate, if applicable) as set forth in Section 3.1 on a monthly basis commencing [*] days following the launch date specified in the applicable exhibit or SOW. Except as set forth otherwise in an SOW, invoices for set-up fees shall be invoiced when services are delivered. All invoices shall be due and payable no later than [] days after eBay’s receive of the invoice (hereinafter, the “Invoice Due Date”). In the event that Client fails to pay the invoice amount in full on or before the Invoice Due Date, LiveWorld may impose at its discretion, a late charge of [**]% per month, and Client hereby agrees to pay LiveWorld. Each party may accept any check or payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check or payment or letter accompanying any check or payment or elsewhere will be construed as an accord or satisfaction. All payments shall be made in United States dollars.”

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

IN WITNESS WHEREOF, the parties have caused this Addendum No. 2 to be executed by their duly authorized representatives as of the Effective Date.


LiveWorld, Inc. (“LiveWorld”)						eBay Inc. (“eBay”)

By:						By:

Name:						Name:

Title:						Title:

Address:						Address:



Fax No.:						Fax No.:


eBay International A.G. (“eBay International”)

By:

Title:

Address:

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

EXHIBIT A-1
FEES FOR RENEWAL TERM

MONTHLY FEES FOR LIVEWORLD SERVICES (COMBINED SERVICES)

Monthly Fees for LiveWorld Services

[***]

Level 1: [***] K PV/Month + [***] Gigs Storage

Sweden

[***]

India

[***]

Philippines

[***]

Poland

[***]

Malaysia

[***]

French Canada

[***]

Level 1: Additional Countries/Divisions joining this level

[***]

Level 2: [***] K-1M PV/Month + [***] Gigs Storage

Hong Kong

[***]

Singapore

[***]

Level 2: Additional Countries/Divisions joining this level

[***]

Level 3: [***] M PV/Month + [***] Gigs Storage

Canada

[***]

Spain

[***]

Netherlands

[***]

Belgium

[***]

Level 3: Additional Countries/Divisions joining this level

[***]

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Monthly Fees for LiveWorld Services

[***]

Level 4: [***] M PV/Month + [***] Gigs Storage

Level 4: Additional Countries/Divisions joining this level

[***]

Level 5: [***] M PV/Month + [***] Gigs Storage

France

[***]

Level 5: Additional Countries/Divisions joining this level

[***]

Level 6: [***] M PV/Month + [***] Gigs Storage

Italy

[***]

Australia

[***]

Level 6: Additional Countries/Divisions joining this level

[***]

Level 7: [***] PV/Month + [***] Gigs Storage

China

[***]

Level 7: Additional Countries/Divisions joining this level

[***]

Level 8: [***] M PV/Month + [***] Gigs Storage

Germany

[***]

Level 8: Additional Countries/Divisions joining this level

[***]

Level 9: [***] M PV/Month + [***] Gigs Storage

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		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Monthly Fees for LiveWorld Services

[***]

Level 9:

[***]