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Brightcube Inc – ‘10SB12G’ on 7/13/99 – EX-10.26

On:  Tuesday, 7/13/99   ·   Accession #:  1015402-99-702   ·   File #:  0-26693

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/13/99  Brightcube Inc                    10SB12G               39:991K                                   Summit Fin’l Printing/FA

Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        84    323K 
                          Issuer                                                 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     21     66K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     21K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws      3     16K 
 5: EX-3.3      Articles of Incorporation/Organization or By-Laws     12     39K 
 6: EX-4.1      Instrument Defining the Rights of Security Holders     2     14K 
 7: EX-10.1     Material Contract                                     10     52K 
16: EX-10.10    Material Contract                                      6     28K 
17: EX-10.11    Material Contract                                     23     78K 
18: EX-10.12    Material Contract                                     53    150K 
19: EX-10.13    Material Contract                                     19     58K 
20: EX-10.14    Material Contract                                      2     17K 
21: EX-10.15    Material Contract                                     20     55K 
22: EX-10.16    Material Contract                                      1     12K 
23: EX-10.17    Material Contract                                      7     48K 
24: EX-10.18    Material Contract                                      2     15K 
25: EX-10.19    Material Contract                                     15     62K 
 8: EX-10.2     Material Contract                                     17     53K 
26: EX-10.20    Material Contract                                      8±    42K 
27: EX-10.21    Material Contract                                     10     35K 
28: EX-10.22    Material Contract                                      5     32K 
29: EX-10.23    Material Contract                                      5     33K 
30: EX-10.24    Material Contract                                      5     34K 
31: EX-10.25    Material Contract                                      5     20K 
32: EX-10.26    Material Contract                                      3     21K 
33: EX-10.27    Material Contract                                     17±    78K 
34: EX-10.28    Material Contract                                      3     23K 
35: EX-10.29    Material Contract                                      8     41K 
 9: EX-10.3     Material Contract                                      8     30K 
36: EX-10.30    Material Contract                                      4     27K 
37: EX-10.31    Material Contract                                     16     76K 
10: EX-10.4     Material Contract                                      4     23K 
11: EX-10.5     Material Contract                                      6±    33K 
12: EX-10.6     Material Contract                                     10     40K 
13: EX-10.7     Material Contract                                     13     51K 
14: EX-10.8     Material Contract                                      8     24K 
15: EX-10.9     Material Contract                                      2     17K 
38: EX-21.1     Subsidiaries of the Registrant                         1     10K 
39: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1     14K 


EX-10.26   —   Material Contract

EX-10.261st Page of 3TOCTopPreviousNextBottomJust 1st
 

PHOTOLOFT.COM, INC. CO-BRANDED MARKETING AGREEMENT This Agreement is made this March 11,1999 (the "Effective Date") between Umax ------------- Technologies, Inc., a California corporation, having a place of business at 3361 Gateway Blvd., Fremont, CA 94538 ("Partner"), and PhotoLoft.com, Inc., a California corporation having a place of business at 300 Orchard City Drive Suite#142, Campbell, California 95008 ("PhotoLoft.com"). 1.0 INTENT: PhotoLoft.com offers certain proprietary software and services ------- for creation, maintenance and storage of on-line digital photo albums via its PhotoLoft.com web site (the "Service"). PhotoLoft.com and Partner desire to provide the Service to Partner's customers through the creation of a Co-Branded PhotoLoft.com site on PhotoLoft.com's server (having the URL address http://www.photoloft.com/UMAX ("Co-Branded PhotoLoft.com") to enable Partner's visitors and customers ("Visitors") to register to use services or view photo albums from PhotoLoft.com. 2.0 LINK: PhotoLoft.com. will cooperate to promptly develop (a) a specially ----- co-branded PhotoLoft.com page using both PhotoLoft.com's and Partner's names and logos (the "Co-Branded Pages"); and (b) links from Partner's Site to the Co-Branded Pages (the "Links"). During the term of this agreement, the Partner will maintain the links on the Partners home page/front page (http://www.umax.com), toolbar/menu bar, and other appropriate locations to be agreed upon by PhotoLoft.com and Partner. 3.0 CLIENT SOFTWARE: Partner agrees to ship the PhotoLoft Client software ----------------- with each copy of the product. The PhotoLoft Client software will direct customers to the Co-Branded Page, and contain the Partner Logo. 4.0 USAGE: Partner's customers will be offered a one year free Premium ----- PhotoLoft account. Partner's customers will be identified by the serial number associated with the hardware. 5.0 PROMOTION BY PHOTOLOFT.COM: Every image posted by PhotoLoft's customer ---------------------------- will be identified as a Partner's customer. Every time that that image is viewed by any PhotoLoft viewer, the logo of the Partner will also be on display to the PhotoLoft viewer. 6.0 PROMOTION BY PARTNER: Partner will (a) provide a sticker or logo on -------------------- the hardware box identifying Partner as a PhotoLoft partner, and (b) provide in box documentation promoting the Premium Account special offer. 7.0 CO-PROMOTION: Upon completion of the Co-Branded pages and associated ------------ links, PhotoLoft.com and Partner will issue a joint press release. In addition, Partner will notify installed base of the availability of PhotoLoft.com via e-mail. 8.0 FURTHER CUSTOMIZATION: PhotoLoft.com will be entitled to make changes ---------------------- to the co-branded entrance page to assure the same look and feel with the rest of the site. Umax shall approve these changes within 10 days of notification by PhotoLoft. Umax shall not unreasonably withhold approval of these changes. 9.0 TRADEMARKS: ---------- PHOTOLOFT.COM MARKS: PhotoLoft.com hereby grants Partner a nonexclusive --------------------- limited license to use, reproduce and display the PhotoLoft.com trademarks and logos designated by PhotoLoft.com on Partner's Web Site and in Partner's promotional material and documentation during the term of this Agreement in accordance with any guidelines that PhotoLoft.com may provide to Partner from time to time. PhotoLoft.com will supply Partner with electronic versions of the PhotoLoft.com trademarks and logos for Partner's use. All representations of the PhotoLoft.com trademarks and logos that Partner uses will be exact copies of those provided by PhotoLoft.com, or shall first be submitted to PhotoLoft.com for approval. 1
EX-10.262nd Page of 3TOC1stPreviousNextBottomJust 2nd
PARTNER MARKS: Partner hereby grants PhotoLoft.com a nonexclusive limited --------------- license to use, reproduce and display Partner's trademarks and logos designated by Partner on the Co-Branded Pages during the term of this Agreement in accordance with any guidelines that Partner may provide to PhotoLoft.com from time to time. Partner will supply PhotoLoft.com with electronic versions of the Partner trademarks and logos for PhotoLoft.com's use. All representations of the Partner's trademarks and logos that PhotoLoft.com intends to use will be exact copies of those provided by Partner, or shall first be submitted to Partner for approval. 10.0 PROPRIETARY RIGHTS: Except as expressly provided herein, each party ------------------- shall own all right, title and interest in its respective web site and all portions thereof, including without limitation all intellectual property rights therein. Except as specifically and clearly set forth in this Agreement, neither party shall be granted any right or license to any of the other party's property, including intellectual property in its respective software, web site or any portions thereof 11.0 TERM: This Agreement shall become effective on the Effective Date and ----- shall remain in effect for a one (1) year term which shall renew automatically for successive one-year terms, unless terminated by written notice by either party thirty (30) days prior to the- end of any one-year term. In the event of a breach, the non-breaching party may serve written notice of breach on the breaching party. If such breach is not cured within fourteen (14) days, the non-breaching party may immediately terminate this Agreement. 12.0 NON ASSIGNMENT: Neither this Agreement nor any rights under this --------------- Agreement may be transferred, assigned or delegated by either party without the prior written consent of the other party. 13.0 INDEPENDENT CONTRACTOR: With respect to all matters relating to this ------------------------ Agreement, each party is deemed to be an independent contractor. Neither party shall represent itself as an employee, servant, agent or legal representative of the other party for any purposes whatsoever. 14.0 GOVERNING LAW/DISPUTE RESOLUTION: The parties intend this Agreement to -------------------------------- be construed in accordance with the laws of the State of California. Partner and PhotoLoft.com agree that they will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in the spirit of mutual friendship and cooperation. Any dispute which the parties cannot resolve between themselves in good faith within six (6) months of the date of the initial demand by either party for such resolution will be submitted for FINAL determination by one (1) mutually agreed arbitrator within the State of California. 15.0 LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ----------------------- ANY LOST PROFIT OR OTHER COMMERCIAL DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE ARISING OUT OF THIS AGREEMENT. 16.0 ENTIRE AGREEMENT: This Agreement contains the entire agreement of the ----------------- parties and supersedes all previous understandings and agreements between the parties relating to the subject matter hereof. 17.0 NOTICES: Any notice or request required to be given under or in -------- connection with this Agreement shall be in writing and given by facsimile or postpaid registered or certified mail return receipt requested. The date of receipt shall be deemed the date on which such notice or request has been given. Until such time as written notice of a change of address is given by either party to the other, any such notice or request shall be deemed sufficiently addressed when directed to the addresses of the parties set out in the first paragraph of this Agreement. 2
EX-10.26Last Page of 3TOC1stPreviousNextBottomJust 3rd
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in as of the Effective Date: By: s. Jack Marshall By: s. John ------------------ -------------------------- Date: 3/12/99 Date: 3/11/99 Title: President Title: Senior Director Mktg. PhotoLoft.com, Inc. 3
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Filing Submission 0001015402-99-000702   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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