Certain
portions of this Exhibit 10.36 have been omitted based upon a
request for a confidential treatment and filed separately with the
Securities and Exchange Commission.
DOMAIN
MONETIZATION AGREEMENT
THIS AGREEMENT (the
“Agreement”), made effective this 24
th
day of June, 2009
(“Effective Date”) by and between NAME DRIVE, LLC, a
limited liability company duly organized under the laws of State of
Maryland, (hereinafter “NAME DRIVE”), and DOT VN, Inc.,
a corporation duly organized under the laws of the State of
Delaware (hereinafter “DOT VN”) (referred to
collectively as the “Parties”).
WHEREAS, NAME DRIVE provides domain
parking services internationally;
WHEREAS, DOT VN desires to provide
such services in Vietnam; and
WHEREAS, NAME DRIVE and DOT VN are
both willing to work jointly to provide such services in
Vietnam;
NOW, THEREFORE, in light of the
mutual promises and covenants hereinafter set forth and for
consideration the sufficiency and receipt of which is hereby
acknowledged, the Parties agree to as follows:
Wild Carding – Specific
advertising based on automated semantic rendering of type-in
traffic.
Domain Parking – the pointing
of a domain or domains to NAME DRIVE’S system where NAME
DRIVE creates an automated webpage with pay per click advertising
on said page.
Reseller – a party who acts in
the shoes of NAME DRIVE for the purpose of promoting NAME
DRIVE’S landing page services.
ARTICLE
I
WILD CARD
PROGRAM
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Structure of
Domain Wild Card Program
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1. The
Parties will implement and operate monetization program for
unregistered or expired domain names for the Vietnamese ccTLD (the
“Domain Wild Carding Program”).
2. NAME
DRIVE shall provide technical support, including but not limited to
hardware and software, and business development support in the
creation and commercialization of the Domain Wild Carding Program,
as well as such other support as may be required for the project
from time to time.
3. DOT
VN shall provide governmental policy support, infrastructure and
technological access in furtherance of the creation and
commercialization of Domain Wild Carding Program, as well as such
other support as may be required for the project from time to
time.
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Distribution
of Revenue and Accounting of Domain Wild Carding
Program
|
1. In
consideration for their respective investment in the development of
a Wild Carding Program, DOT VN and NAME DRIVE shall divide any
revenue derived from the Domain Wild Carding Program as
follows:
i) DOT
VN shall be entitled to [ CONFIDENTIAL TREATMENT
REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT
REQUESTED ] %) of all revenue derived from the Wild Carding
Program; and
ii) NAME
DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT
REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT
REQUESTED ] %) of all revenue derived from the Wild Carding
Program.
2. NAME
DRIVE shall provide DOT VN with a web interface which provides all
relevant information and statistics on a real-time basis related to
the calculation of revenue.
3. NAME
DRIVE shall be responsible for the receipt, accounting and
distribution of all monies received in connection with the Domain
Wild Carding Program and shall provide DOT VN with reports and
accounting information, in a format itemized by domain name, on a
(i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and
(v) annual basis. Further, DOT VN shall have the right
to audit all records and reports upon three (3) days
notice. However, DOT VN understands that some material
is confidential in accordance with Name Drive’s contract with
Google and thus payments from Google, associated claw backs and
NAME DRIVE back office access will not be provided in any audit
except as it pertains to revenue generated under this
contract.
4. Distributions
of all revenue, in accordance with Article I(B)(1), shall be made
on a net 15 basis to DOT VN via wire transfer to DOT VN’s
account. DOT VN shall provide all wire information in
writing within ten (10) business days of the signing of this
agreement.
ARTICLE II
DOMAIN PARKING
PROGRAM
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Structure of Domain Parking
Program
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1. DOT
VN shall assist and promote NAME DRIVE’S parking platform as
a reseller of NAME DRIVE’S services (the “Domain
Parking Program”). DOT VN shall provide any
advertising using NAME DRIVE’S trademarks or logos
(“The Marks”) at least five (5) business days prior to
use and NAME DRIVE shall have the opportunity to ascent to the use
of The Marks prior to use. Nothing herein shall be
deemed as an assignment of The Marks. All other reseller
terms as listed on NAME DRIVE’S terms and conditions website
shall apply.
2. NAME
DRIVE shall provide technical support, including but not limited to
hardware and software, and business development support in the
creation and commercialization of the Domain Parking Program, as
well as such other support as may be required for the project from
time to time.
3. DOT
VN shall provide governmental policy support; infrastructure and
technological access in furtherance of the creation and
commercialization of Domain Parking Program; sales support, as well
as such other support as may be required for the project from time
to time.
|
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Distribution
of Revenue and Accounting of Domain Parking Program
|
1. In
consideration for their respective investment in the development of
a Domain Parking Program, DOT VN and NAME DRIVE shall divide any
revenue derived from the Domain Parking Program as
follows:
iii) DOT
VN shall be entitled to [ CONFIDENTIAL TREATMENT
REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT
REQUESTED ] %) of all revenue derived from the Domain
Parking Program; and
iv) NAME
DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT
REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT
REQUESTED ] %) of all revenue derived from the Domain
Parking Program.
2. NAME
DRIVE shall provide DOT VN with a web interface which provides all
relevant information and statistics on a real-time basis related to
the calculation of revenue.
3. NAME
DRIVE shall be responsible for the receipt, accounting and
distribution of all monies received in connection with the Domain
Parking Program and shall provide DOT VN with reports and
accounting information, in a format itemized by domain name, on a
(i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and
(v) annual basis. Further, DOT VN shall have the right
to audit all records and reports upon three (3) days
notice. However, DOT VN understands that some material
is confidential in accordance with Name Drive’s contract with
Google and thus payments from Google, associated claw backs and
NAME DRIVE back office access will not be provided in any audit
except as it pertains to revenue generated under this
contract.
ARTICLE
III
REPRESENTATIONS AND
WARRANTIES
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Representations and Warranties by
NAME DRIVE .
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1.
Organization . NAME DRIVE is a limited liability
company duly organized, validly existing and in good standing under
the laws of the state of Maryland, USA.
2.
Authority; Consents and Approvals; No
Violations . NAME
DRIVE has the full corporate power and authority
a