Program Enrollment Agreement

IMPORTANT -- READ CAREFULLY BEFORE ENROLLING: This is an agreement between you (either an individual or a single entity) and Zoundry LLC, a Delaware limited liability company ("Zoundry"). Please read this Agreement carefully before creating an account with the Zoundry Service (the "Program"). By creating an account for enrollment in the Program, you are accepting the terms of this Agreement. If you are not willing to be bound by the terms of this Agreement, you should click on the button marked "I DO NOT ACCEPT" and you may not access or otherwise participate in the Program. Your clicking on the button marked "I ACCEPT" and your continued participation in the Program indicates your acknowledgement that you have read, understand and accept these terms and conditions. This Agreement represents the entire agreement concerning the Program between you and Zoundry, and it supersedes any prior proposal, representation or understanding between the parties. This Agreement does not grant any rights to download, install or otherwise use Zoundry's Blog Writer software (the "Software"). You must download and install the Software, and accept the terms and conditions of the license to install and use the Software contained within such Software, before enrolling in the Program. The Software may be downloaded at www.zoundry.com (the "Zoundry Web Site").

The Program, and any accompanying materials thereto (collectively, the "Materials") are protected by trade secret laws, copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Program and the Materials are licensed, not sold.

1. Limited Nonexclusive License. Upon Zoundry's acceptance of your enrollment in the Program pursuant to the terms and conditions of the Program set forth in Exhibit A attached hereto and made a part hereof (the "Terms and Conditions"), Zoundry grants to you, and you accept, a nonexclusive, nontransferable license to participate in the Program and use the Materials for your personal use, in accordance with the terms of this Agreement, including without limitation the Terms and Conditions. You are not granted any rights under any of Zoundry's trademarks, or any trademarks of any other third party, except as set forth in the Terms and Conditions. Zoundry is not responsible for providing any product support, maintenance or upgrades, unless contracted for in a separate agreement between you and Zoundry.

2. License Restrictions and Confidentiality Obligations. You agree that you will not (a) copy (except solely for back-up purposes), sell, loan, assign, sublicense, subcontract, transfer, give, disclose, pledge, lease, rent or share any portion of the Materials or your rights or obligations under this Agreement; (b) modify or prepare derivative works of any portion of the Materials; or (c) use the Program or the Materials in a competing business. You agree to use your best efforts to prevent and protect the Program and the Materials from unauthorized use.

3. Zoundry's Rights. You acknowledge and agree that the Program and the Materials are proprietary to Zoundry and protected under United States laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Program and the Materials, including all associated intellectual property rights in the Program and the Materials, are and shall remain with Zoundry. This Agreement does not convey to you an interest in or to the Program or the Materials, but only a limited right to use, revocable in accordance with the terms of this Agreement.

4. Your Warranty and Indemnification. You represent and warrant to Zoundry that your participation in the Program and use of the Materials will at all times comply with this Agreement, including without limitation the Terms and Conditions, and all applicable law, rules and regulations. You hereby agree to indemnify and hold harmless Zoundry and its employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates") from and against any and all liability and costs incurred by the Affiliates in connection with any claim arising out of any breach by you of any of the representations, warranties and covenants of this Agreement (including without limitation the Terms and Conditions), including, without limitation, attorneys' fees and costs. You shall cooperate fully in the defense of any claim. Zoundry reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Zoundry.

5. Term. This Agreement is effective when you click the "I ACCEPT" button, and your enrollment in the Program is accepted pursuant to the Terms and Conditions. You or Zoundry may terminate this Agreement at any time by providing the other party written notice.

6. Zoundry Disclaimer of Warranty. THE PROGRAM (INCLUDING ALL SERVICES, DATABASES, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED "AS-IS", WITHOUT WARRANTIES OF ANY KIND AND ZOUNDRY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, MERCHANTABILITY, NONINFRINGEMENT, TITLE, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE OR FITNESS FOR A PARTICULAR PURPOSE. ZOUNDRY DOES NOT WARRANT THAT THE SERVICES OR FUNCTIONS PROVIDED BY THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED, THAT THE PROGRAM WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT DEFECTS IN THE OPERATION OF THE PROGRAM WILL BE CORRECTED. ZOUNDRY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM.

YOU SHALL PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK. You assume the entire risk as to the results and performance of the Program. You are advised that information, data and files supplied to you and stored by you in connection with your participation in the Program are transported through a network and stored on a server. Thus, it is your responsibility to create back-up files for any and all such information, data and files that you use in connection with the Program.

7. Limitation of Liability. IN NO EVENT SHALL ZOUNDRY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION AND THE LIKE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE, OR PARTICIPATION IN OR INABILITY TO PARTICIPATE IN, THE PROGRAM, EVEN IF ZOUNDRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF ZOUNDRY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. World Wide Web. Information available to you through the use of, and participation in, the Program originates from the Internet's World Wide Web, and is derived from a wide variety of sources. Zoundry makes no warranty or representation whatsoever with respect to information available through the Program from the World Wide Web. You acknowledge that some information available from the World Wide Web may be inaccurate, incomplete, untimely, offensive or inappropriate; and you agree to assume all risks associated with such. Zoundry does not necessarily endorse any product or service offered or advertised over the World Wide Web, and you shall assume full risk and be fully responsible for any relationship created between you, an advertiser or any third party vendor as a result of your use of, and participation in, the Program in conjunction with the World Wide Web. You also acknowledge that some information available from the World Wide Web may be protected by copyright or other intellectual property laws; and you agree to assume all risks associated with the violation of those laws and infringement of rights resulting from those laws.

9. Injunctive Relief. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights or confidential information of Zoundry or any of its licensors will cause Zoundry irreparable injury for which the remedies at law are inadequate and therefore Zoundry is entitled to immediate equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

10. Electronic. You and Zoundry desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by Zoundry and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of Connecticut.

11. Arbitration. Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with Zoundry or any of Zoundry's affiliates shall be submitted to confidential arbitration in New Haven, Connecticut, except that, to the extent you have in any manner violated or threatened to violate Zoundry's intellectual property rights, Zoundry may seek injunctive or other appropriate relief in any state or federal court in the state of Connecticut (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

12. Miscellaneous. This Agreement shall be construed and governed in accordance with the laws of the State of Connecticut without reference to its conflict of law rules. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, and such void or unenforceable term shall be construed, limited, modified or, if necessary, served to the extent necessary to eliminate its invalidity or unenforceability. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This Agreement sets forth the entire agreement between the parties. Should you have any questions concerning this Agreement, or if you desire to contact Zoundry for any reason, please send an email to contact@zoundry.com.

Exhibit A
Terms and Conditions to the Program

A. General Terms and Conditions
1. Definitions. As used in this Agreement, the following terms will have the following meanings:
(a) "Content" has the meaning set forth in Section A.2 below.
(b) "Product" means any product listed on any site of any Third Party Vendor that is fulfilled by such Third Party Vendor or on its behalf, or any product sold by a third party seller on the site of such Third Party Vendor.
(c) "Qualifying Products" means Products that are eligible to earn Referral Fees under the rules set forth herein.
(d) "Qualifying Revenues" means revenues derived by Zoundry from Third Party Vendors as a result of sales of Qualifying Product units sold during sessions initiated through links on your site to sites of Third Party Vendors pursuant to the terms of this Agreement, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debts (which costs will be automatically deducted from any payable Referral Fees).
(e) "Referral Fees" has the meaning set forth in Section A.5 below.
(f) "Site" means a World Wide Web site, including weblogs.
(g) "Third Party Vendors" means any third party vendors to which you provide links from your site to the sites of such third party vendors pursuant to this Agreement.
(h) "Your site" means any site, email, or instant message that you will link to the sites of the Third Party Vendors.

2. Enrollment in the Program. To begin the enrollment process, you will submit a complete application via the Zoundry Web Site. Zoundry will evaluate your application in good faith and will notify you of its acceptance or rejection. Zoundry may reject your application if Zoundry determines (in its sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

promote or contain sexually explicit materials

promote violence

contain hate or offensive content

promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware", "adware", or SPAM

breach intellectual property rights, including, without limitation, scraping text or images from Third Party Vendors' sites

include any trademark of any third party (including Third Party Vendors, as defined below), or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.)

otherwise violate intellectual property rights

By participating in the Program you agree that you will not engage in any such activities. If Zoundry rejects your application, you are welcome to reapply to the Program at any time. You should also note that if Zoundry accepts your application and your site is thereafter determined (in Zoundry's sole discretion) to be unsuitable for the Program, Zoundry may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

Zoundry may cause any of its obligations under this Agreement to be fulfilled, on its behalf, by any of its affiliates or, with respect to any obligations in connection with links to sites of any Third Party Vendors, such Third Party Vendors.

You also acknowledge and agree that as a participant in the Program, Zoundry may from time to time send you email updates about the Program. By participating in the Program, you consent to Zoundry's sending you these email updates.

Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from Zoundry or any Third Party Vendor in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (e) not use any Content of any Third Party Vendor in a manner intended to send sales to any site other than the site of such Third Party Vendor; and (f) promptly delete any Content of any Third Party Vendor that is no longer displayed on the site of such Third Party Vendor or that Zoundry notifies you is no longer available for your use.

3. Responsibility for Your Site. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

the technical operation of your site and all related equipment

creating and posting Product descriptions on your site and linking those descriptions to the appropriate sites

ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

ensuring that materials posted on your site are not libelous or otherwise illegal

ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers

Zoundry disclaims all liability for these matters. Further, you will indemnify and hold Zoundry and any Third Party Vendor harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

4. Compliance with Laws. As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. Zoundry will terminate the account of any person that it believes, in its sole discretion, is using its service to send any spam or other unsolicited bulk email or to harass or otherwise send unwanted communications. In such cases, Zoundry shall have the right to an injunction and to seek monetary damages.

5. Referral Fee Schedule. During each calendar quarter, for Qualifying Products sold during sessions initiated through links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance herewith. Subject to the other terms of this Agreement, you will earn the percentage of Qualifying Revenues set forth in the table below that corresponds to the amount of cumulative Qualifying Revenues directly resulting from sessions initiated through links on your site (such fees, "Referral Fees" or "Cash Rewards").

Total Qualifying Revenues
in a calendar quarter Referral Fee Rate
(Percentage of Qualifying Revenues)

$50.00 or less 70%

$50.01 - $150.00 75%

$150.01 or more 80%

For example, if your site generated $100.00 in Qualifying Revenues in a calendar quarter, you would earn $75.00 in Referral Fees from Zoundry.

Once a higher tier of Referral Fees is achieved within the calendar quarter, the higher Referral Fee rate for such tier will apply to all Qualifying Revenues earned from Qualifying Product units sold during sessions initiated through links on your site during that calendar quarter, including units sold before the new tier was reached.

In addition, you may not: (a) attempt to circumvent the Referral Fee schedule, or artificially increase your Referral Fees, or artificially increase the number of units of Qualifying Products sold through your site (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the sites of Third Party Vendors (as determined by Zoundry) for the purpose of exceeding any Referral Fee threshold or by causing any page of any site of any Third Party Vendor to open in a customer's browser other than as a result of the customer clicking on a link on your site); or (b) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Fees from, any web site that participates in the Program. If Zoundry determines, in its sole discretion, that you have engaged in any of the foregoing activities, Zoundry may (without limiting any other rights or remedies available to Zoundry) withhold any Referral Fees otherwise payable to you under this Agreement and/or terminate this Agreement.

6. Referral Fee Payment. Zoundry will pay to you Referral Fees on a quarterly basis. Approximately 60 days following the end of each calendar quarter, Zoundry will send to you a check for the Referral Fees earned. Zoundry will accrue and withhold Referral Fees until the total amount due is at least $25.00. Zoundry is obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If Zoundry believes you are a Program participant from whom Zoundry is obligated to obtain tax information and you do not provide this information to Zoundry after Zoundry has requested it, Zoundry may withhold your Referral Fees payments until you provide this information or otherwise satisfy Zoundry that you are not a person from whom Zoundry is required to obtain tax information.

7. Public Notices. Zoundry may make available to you small graphic images that identify your site as a Program participant. Zoundry may modify the texts or graphic images of these notices from time to time. In addition, you may not in any manner misrepresent or embellish the relationship among or between Zoundry, any Third Party Vendor and you, or express or imply any relationship or affiliation among or between Zoundry, any Third Party Vendor and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Zoundry or any Third Party Vendor supports, sponsors, endorses, or contributes money to any charity or other cause).

8. Limited License. Zoundry grants to you a nonexclusive, revocable right to use the graphic images and texts described in Section A.7 above and such other texts or images for which Zoundry grants express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic images or texts, or any other of such images, in any way. Zoundry and all Third Party Vendors reserve all of their rights in the graphic images and texts, any other images, their trade names and trademarks, and all other intellectual property rights. You agree to follow the Trademark Guidelines of Zoundry (as may be in effect from time to time) and any Third Party Vendor, as those guidelines may change from time to time, and as set forth in any site of any Third Party Vendor and the Zoundry Site. Zoundry may revoke your license at any time by giving you written notice.

9. Termination of the Agreement. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to any sites of any Third Party Vendors, and all trademarks, trade dress, and logos of Zoundry and any Third Party Vendors, and all other materials provided by or on behalf of Zoundry or any Third Party Vendor to you pursuant hereto or in connection with the Program. You are eligible to earn Referral Fees only on sales of Qualifying Products that occur during the term of this Agreement, and Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Zoundry may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification. Zoundry may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Zoundry Site or via any other means of notification including facsimile, electronic mail or regular mail. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE ZOUNDRY SITE OR DELIVERY THEREOF TO YOU WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties. You, Zoundry and any Third Party Vendors are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship among or between you, Zoundry and/or any Third Party Vendor. You will have no authority to make or accept any offers or representations on behalf of Zoundry or any Third Party Vendor. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.

12. Limitation of Liability - Third Party Vendors. No Third Party Vendor will be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if such Third Party Vendors have been advised of the possibility of such damages.

13. Disclaimers as to Products and Third Party Vendor Sites. Neither Zoundry nor any Third Party Vendor makes any express or implied warranties or representations with respect to any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, neither Zoundry nor any Third Party Vendor makes any representation that the operation of any site of any Third Party Vendor will be uninterrupted or error-free, and neither Zoundry nor any Third Party Vendor will be liable for the consequences of any interruptions or errors.

14. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT ZOUNDRY AND THIRD PARTY VENDORS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

B. Links to Third Party Vendor Sites

Amazon
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to Amazon Services, Inc. or any of its affiliate companies, as the case may be, (collectively, "Amazon"). As used in this Section, "Amazon.com Site" means the site that has its primary home page identified by the URL www.amazon.com.

1. Links on Your Site. Once you have been notified that your site has been accepted into the Program, Zoundry grants you a revocable, non-exclusive, worldwide, royalty-free sublicense for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the Amazon.com Site, to provide on your site one or more of the following types of links to the Amazon.com Site:

Product Links: You hereby acknowledge and agree that any and all references in this Agreement to links from your site to the Amazon.com Site (including without limitation Amazon Product Links, as defined below) shall mean indirect links from your site to the Amazon.com Site that are facilitated by the Zoundry software and service (i.e. your site links are via a proxy server provided by the Zoundry software and service). You may select one or more Amazon Products to list on your site. An "Amazon Product" is any Product listed on the Amazon.com Site that is fulfilled by Amazon or on Amazon's behalf, or any Product sold by a third party seller on the Amazon.com Site other than: (a) Products sold through Amazon's "Auctions" and "zShops" services (or any successors thereto); (b) Products sold by Circuit City, Crabtree and Evelyn, Elisabeth, Godiva, Lands' End, Liz Claiborne, Lucky Brand Jeans, Nordstrom, or Sephora ("Amazon Excluded Merchants"); (c) Products sold by a third party through a site linked to from the Amazon.com Site (e.g. CarsDirect.com products); and (d) any wireless service plan offered through the Amazon.com Site and not sold and fulfilled by Amazon. For each selected Amazon Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide an Amazon Product Link (as defined below) from each Amazon Product reference on your site to the corresponding Amazon.com Site online catalog entry. Each such link will connect directly to a single item in Amazon's online catalog. You may add or delete Amazon Products (and related links) from your site at any time without approval from Zoundry. Links that individually link to specific Amazon Products as described above are referred to as "Amazon Product Links". You may not use Amazon Product Links to link to the Amazon.com Site from references to products on your site that are not "Amazon Products" as defined above.

To permit accurate tracking, reporting, and referral fee accrual, Zoundry will provide you with special "tagged" link formats to be used in all links between your site and the Amazon.com Site. You must ensure that each of the links between your site and the Amazon.com Site properly utilizes the link formats set forth in this Agreement. You will earn Referral Fees only with respect to activity on the Amazon.com Site occurring directly through Amazon Product Links; Zoundry will not be liable to you with respect to any failure by you to use Amazon Product Links pursuant to this Agreement, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Program and placing any of the above links within your site, Amazon and Zoundry may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for Amazon's and Zoundry's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notices on the Amazon.com Site and the Zoundry Site.

Except for the license granted hereunder, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Amazon Product Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Amazon.com domain name.

You also acknowledge that Amazon (and its corporate affiliates, such as Alexa Internet, Inc.) and Zoundry may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Amazon Product Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that Amazon and its corporate affiliates and Zoundry may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that Amazon and its corporate affiliates and Zoundry may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Amazon.com Site; and (b) not use any Content from Amazon or the Amazon.com Site relating to any Excluded Merchant or any product sold by any Excluded Merchant.

2. Order Processing. You hereby acknowledge that (a) Amazon has complete and sole responsibility for processing Amazon Product orders placed by customers who follow Amazon Product Links from your site to the Amazon.com Site, (b) Amazon may reject orders that do not comply with any requirements that it periodically may establish, (c) Amazon will be responsible for all aspects of order processing and fulfillment, (d) among other things, Amazon will prepare order forms, process payments, cancellations, and returns, and handle customer service, (e) Amazon will track sales made to customers who purchase Amazon Products by using Amazon Product Links from your site to the Amazon.com Site, and (f) Zoundry makes no covenants, representations or warranties regarding any such order processing, and shall have no, and hereby disclaims all, liability in connection therewith. Zoundry will make available to you reports summarizing sales activity with Amazon from your site. The form, content, and frequency of the reports may vary from time to time in Zoundry's discretion.

3. Referral Fees. Zoundry will pay to you (in accordance with the terms herein) Referral Fees in connection with certain Amazon Product sales to third parties. For an Amazon Product sale to be eligible to earn a Referral Fee, the customer must click-through an Amazon Product Link from your site to the Amazon.com Site, and add the Amazon Product to his or her shopping cart or purchase the Amazon Product via Amazon's 1-Click feature during a session. The session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through, (b) the customer orders the Amazon Product, or (c) the customer follows a third party's Amazon Product Link. Zoundry will only pay Referral Fees on eligible Amazon Products after order, payment and shipping have occurred and after Zoundry receives payment from Amazon.

To permit accurate tracking, reporting and Referral Fee accrual, you must ensure that the Amazon Product Links between your site and the Amazon.com Site are properly formatted. Zoundry will not be liable for paying Referral Fees on purchases that are not correctly tracked and reported because the links between your site and the Amazon.com Site are not properly formatted.

Zoundry will not, however, pay Referral Fees on any Amazon Products that are added to a customer's Shopping Cart or are purchased via Amazon's 1-Click feature after the customer has reentered the Amazon.com Site (other than through an Amazon Product Link from your site), as determined by Zoundry, even if the customer previously followed a link from your site to the Amazon.com Site. In addition, gift certificates are not eligible to earn Referral Fees.

You may not purchase Amazon Products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for Amazon Products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in Zoundry's sole discretion) in the withholding of Referral Fees and/or the termination of this Agreement.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Amazon Product Links on your site to access the Amazon.com Site (e.g., by implementing any "rewards" program for persons or entities who use Amazon Product Links on your site to access the Amazon.com Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Amazon by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Amazon.com Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Amazon.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Amazon Product Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Amazon.com Site or otherwise around or in conjunction with the display of the Amazon.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; or (g) seek to purchase or register any keywords, search terms or other identifiers that include the word "amazon" or variations thereof (for example "ammazon", "amaozn", etc.) or any of the phrases "Toys 'R US", "Sports 'R Us", "Babies 'R Us" or "Imaginarium" or variations thereof (e.g., "ToysRUs", "SportsRUs", "Toys "R" Us", "toysrus.com", "imaginarium.com", "Babies Are Us", "Imaginearium", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. If Zoundry determines, in its sole discretion, that you have engaged in any of the foregoing activities, Zoundry may (without limiting any other rights or remedies available to Zoundry) withhold any Referral Fees otherwise payable to you under this Agreement and/or terminate this Agreement.

4. Card Application. If your site is approved by Zoundry, in its sole discretion, to participate, customers linked to the Amazon.com Site from your site may submit applications for a co-branded Amazon.com/BankOne Visa credit card (the "Card") that is: (a) submitted during a session generated through an Amazon Product Link; and (b) approved by First USA Bank, N.A. ("Bank One") in its sole discretion. You hereby acknowledge and agree that Zoundry may reject your site from participating in this offer in its sole discretion, even if those sites are eligible to participate in the Program generally. Sites that are unsuitable for participation in this offer include, without limitation: (a) web sites whose URLs include the words "firstusa", "bankone" or any variations thereof; (b) web sites through which casinos, betting or other gambling-related activities, services or products are offered or promoted; (c) web sites with controversial or discriminatory content (including, without limitation, lewd/adult content, sites that engage in or promote discrimination based upon gender, age, creed, race or political views, and sites that engage in or promote hate, crime, violence or illegal activities or conduct); and (d) web sites that contain gateways to "chat rooms" or other real-time interactive discussion forums.

You may not send any e-mail or other communication to any person promoting or marketing the Card or applications in any way without the prior written consent of Zoundry. You are not permitted to take an application for a Card unless such application is linked directly to a dedicated Bank One web site and with Bank One's approval. Zoundry may terminate your participation in this offer at any time and for any reason. If Zoundry notifies you at any time that your site is unsuitable for participation in the offer or otherwise terminates your participation in this offer, you must immediately remove from your site all materials relating to the Card or this offer.

5. Policies and Pricing. Customers who buy Amazon Products or submit Card applications through this Program will be deemed to be customers of Amazon. Accordingly, all of Amazon's rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Amazon may change its policies and operating procedures at any time. For example, Amazon will determine the prices to be charged for Amazon Products sold under this Program in accordance with its own pricing policies. Amazon Product prices and availability may vary from time to time. Because price changes may affect Amazon Products that you have listed on your site, your site may only show prices when Amazon serves those prices through its "Amazon Recommends" Service or its "Amazon Web Services". In addition, if you choose to display prices for any Amazon Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than the Amazon.com Site, you must display both the lowest "new" price and, if Amazon and/or Zoundry provides it to you, the lowest "used" price at which the Amazon Product is available on the Amazon.com Site. You may not otherwise include price information in your Amazon Product descriptions. Neither Zoundry nor Amazon guarantees the availability or price of any particular Amazon Product.

Buy.com (added March 24, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to Buy.com.

1. Engagement. Zoundry will make available to you offers from Buy.com to pay you a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). By accepting the terms of this Agreement, you agree to these offers and to form an Engagement with Zoundry and Buy.com. An Engagement shall be governed by the terms and conditions of this Agreement, and may change from time to time as specified by changes to this Agreement. At any time prior to you providing a Qualifying Link, Zoundry and Buy.com may with or without notice (a) change, suspend or discontinue any aspect of an Engagement or (b) remove, alter, or modify any Zoundry Product Links for an Engagement. You agree to promptly implement any request from Zoundry to remove, alter or modify any Zoundry Product Links that you are using as part of an Engagement.

2. Your Responsibilities. To permit accurate tracking, reporting, and referral fee accrual, Zoundry will provide you with special "tagged" link formats ("Zoundry Product Links") to be used in all links between your site and the Buy.com Site. You must ensure that each of the links between your site and the Buy.com Site properly utilizes the Zoundry Product Links set forth in this Agreement. You will earn Referral Fees only with respect to activity on the Buy.com Site occurring directly through Zoundry Product Links; Zoundry will not be liable to you with respect to any failure by you to use Zoundry Product Links pursuant to this Agreement, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You agree not to make any representations, warranties or other statements concerning Buy.com, Buy.com's site, any of Buy.com's products or services, or Buy.com's site policies, except as expressly authorized by the Engagement. You agree not to use or post any graphic, banner, or link relating to Buy.com not provided by Buy.com through Zoundry or the LinkShare Network. You are responsible for notifying Zoundry of any malfunctioning of the Zoundry Product Links or other problems with your participation in the Engagement. Zoundry will use reasonable efforts to respond to concerns upon notification by you. You agree to abide by the Buy.com's privacy policy posted on Buy.com's site. You shall in no way frame Buy.com's site.

3. Referral Fees. Zoundry agrees to pay you Referral Fees if Buy.com sells to a visitor to Buy.com's site (a "Customer") a product or service that is the subject of this Agreement and if that Customer has accessed Buy.com's site and purchased the product or service via a Qualifying Link. Referral Fees shall be paid according to the terms in this Agreement.

A "Qualifying Link" is a Zoundry Product Link from your site to Buy.com's AND if it is the last link to the Buy.com's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Buy.com's site via a Zoundry Product Link from your site and terminating when the Customer either returns to the Buy.com's site via a link from a site other than your site or the Engagement expires or is terminated.

Buy.com shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Buy.com and the Customer. No commission may be earned for purchases made from other stores operated by third parties that may be accessible from your site. Referral Fees may be earned only on credit card transactions. Purchases paid by gift certificate, check, or method other than credit card are not eligible for Referral Fees. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by Zoundry and will be final and binding. Prices for the products will be set solely by Buy.com in its discretion. In the event Zoundry, in its sole discretion, suspects fraud or other unlawful conduct by you or by any third party accessing Buy.com's site through links on your site, Zoundry shall be entitled to suspend or deny payments in whole or in part to you in Zoundry's sole discretion.

5. Termination. Zoundry may terminate an Engagement or this Agreement at any time, for any reason. Termination of this Agreement shall also terminate any outstanding Engagements.

7. Indemnification. You hereby agree to indemnify, defend and hold harmless Buy.com and its affiliates, directors, officers, shareholders, employees, representatives, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

8. Using Electronic or Other Types Of Messages. Without limiting the generality of the foregoing or any other obligations you have under this Agreement, if you use email and/or, as applicable, mobile service messages (SMS), instant messaging (IM) or other types of electronic messages (individually and collectively, "electronic messages") in connection with your participation in this Program, you agree as follows:

Except as expressly authorized by Zoundry and Buy.com, any and all such electronic messages initiated or sent by you or on your behalf must:
1) Identify you as the sender and may not suggest or imply, or mislead or be likely to mislead a recipient into believing that Zoundry. Linkshare, or Buy.com is a sender or sponsor of, or has procured you to send, such electronic messages. To be clear, you may not use a return address, subject heading, header information or message contents that misleads or confuses or is likely to mislead or confuse a recipient as to you being the sender;
2) Feature the service or product offering(s) that you are offering the recipient (and not those of Buy.com) as its primary contents and purpose;
3) Contain a valid physical postal address for you (and not any other person or entity including Zoundry or Buy.com);
4) Be clearly and conspicuously identified as an advertisement or solicitation.

You will implement and employ in connection with each electronic message sent by you or on your behalf an effective mechanism and procedure for any recipient of such electronic message to be able to request during the following thirty (30) days at a minimum not to receive further electronic messages from you or those sending electronic messages on your behalf and except as otherwise expressly permitted by applicable law, such request shall be heeded within ten (10) business days of receipt of such request (collectively, an "opt-out procedure"). You will insure that such opt-out procedure is fully compliant with any and all applicable laws, rules and regulations, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Pursuant to or in addition to the requirements of the Can Spam Act of 2003, such opt-out procedure, you must also provide a means to share, and will promptly share upon Zoundry or Buy.com's request, the email, SMS, IM or other address of any recipients that exercised such opt-out procedure with Buy.com that are promoted in any electronic message giving rise to such opt-out request. You may not sell, rent or disclose for any consideration any lists of recipients that have exercised such opt-out procedure.

You may not use any Qualifying Links (or any equivalent link or mechanism that, upon being activated, causes the same result as clicking on a Qualifying Link) in any electronic message unless:
1) you have received the express authorization of Buy.com to use email or other electronic messages, as applicable, to promote its Qualifying Link; and
2) any and all such electronic messages complies in all respects with this Agreement and any and all applicable laws.

Further, except as expressly authorized by Zoundry or Buy.com, any and all electronic messages initiated or sent by you or on your behalf may not:
1) Identify any other person or entity, including Zoundry. Linkshare, or Buy.com, as a sender or sponsor of any electronic message sent by you or on your behalf; nor
2) Contain content which has as its primary purpose the promotion of a third party, whether or not any Qualifying Link is used. All electronic messages sent by you or on your behalf must feature the service or product offering you are providing as its primary purpose; nor
3) Contain sexually-oriented material without placing waning labels and otherwise complying with applicable laws including the Can Spam Act of 2003 in all respects; nor
4) Be sent by or through any computer without authorization, including by relay or retransmission, or contain false header information regarding the transmitting computers and transmission path including the originating electronic mail address, domain name or Internet Protocol address.
5) Should you be expressly authorized to promote Zoundry or Buy.com or Qualifying Link using an electronic message, in addition to any other applicable terms of the relevant Engagement, you agree to comply with the Can Spam Act of 2003 and any rules and regulations that are promulgated by any governmental authority in respect thereof and any and all orders, judgments and decrees of any court, agency or other authority relating thereto and any other applicable foreign, federal, provincial, state, or local law applicable to the use or transmission of electronic message. While some of the requirements of the Can Spam Act of 2003 are set forth as contractual obligations hereunder, compliance with the above provisions shall not be construed as or deemed to be sufficient to comply with any such or other applicable law.

You shall provide Zoundry with any information requested by Zoundry at any time, including evidence that you have complied with all required opt-out procedures and other aspects of your compliance herewith. Further, you authorize Zoundry to provide any information, including confidential information, and otherwise make any disclosures that Zoundry determines to be necessary or appropriate about you or your participation or activities on or in relation to Zoundry or your use of any Zoundry-provided resources to any local, state, provincial, federal or foreign governmental authority or Internet Service Provider bringing or contemplating the bringing of any action or conducting any investigation in relation to the enforcement of any applicable laws, including the Can Spam Act of 2003.

Neither Zoundry, Linkshare, or Buy.com shall be construed or deemed as having "procured" you or your services to send or initiate any email or other types of electronic messages to any computer, including for the purposes of promoting Zoundry or Buy.com or its respective trade or business, or goods, products, property, or services. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Buy.com. You are not and shall not at any time be deemed, based on your participation in the Program or entering into an Engagement with Zoundry or Buy.com or otherwise being an affiliate partner, to be a vendor, supplier or provider of goods or services to Buy.com, unless Buy.com has expressly agreed in writing to engage you as a vendor, supplier or provider of goods or services. Neither your participation in this Program or any Linkshare network (including your use of any resource made available and earning or receiving of any commissions or other monies) shall be construed as or deemed to be an inducement for, solicitation of, or payment or provision of other consideration to, you to provide any products or services to Zoundry or Linkshare or, except in any written agreement with Buy.com expressly provides otherwise, to Buy.com.

9. Using Plug-Ins, Pop-Up Engine and Other Download Technology.
(i) No Interference. If you make available, directly or indirectly through any of your "Affiliated Providers" (as defined in Paragraph 9(iii) below) any downloadable or other technology, you agree to insure, and hereby insure, that such technology does not and will not "Interfere" (as defined in Paragraph 9(iii)below) during your participation in this Program and afterwards, except with "an end user's express and informed prior consent" (as defined in Paragraph 9(iii)below), with any of the following: 1) any Buy.com Web-based links, advertisements, sites or other commercial offerings in any manner that is contrary to Buy.com's intentions; or 2) any Engagement (including the click-through and any subsequent activity) tracked by Zoundry and LinkShare between Buy.com and any Network Affiliates with which Buy.com has entered into such Engagement; or 3) the tracking technology or network resources offered by LinkShare to its Merchants, Network Affiliates and other participants or users.

(ii) Testing and Compliance. Prior to any commercial release of any downloadable or other technology that is used in relation to or might affect in any manner Zoundry, the LinkShare Network and/or any of its participants, including any Network Affiliates and/or Buy.com, or any revisions to any such technology previously commercially released, you will notify Zoundry that such technology may be made available and provide Zoundry with a reasonable opportunity to test a representative copy thereof. Upon completing its testing of such technology, Zoundry shall provide you with a verbal report of any violations, if any, of the above "No Interference" provisions or any other errors or adverse problems caused by the technology in respect of the LinkShare Network or to Buy.com. If, for whatever reason, the technology has already been commercially released by the time any testing is conducted or completed, you will use reasonable best efforts to make any modifications, upon a mutually agreed timetable, but in any case such modifications shall be made within thirty (30) days (unless the parties have agreed based on good faith mutual discussion and consultation that a longer period is necessary). Once any version of any technology is approved by Buy.com, you will make available only such Buy.com-approved version of the technology and will use reasonable best efforts to cause any prior versions to be replaced or modified to bring such versions into compliance.

(iii) Defined Terms.
"Affiliated Provider" may mean, variously, a corporate affiliate, developer, distributor, enterprise user, retailer, reseller or other provider or agent, together with any of their respective corporate affiliates.

"Interfere" (and its other grammatical variations) means, variously, to, whether intentionally or unintentionally:
1) replace, intercept, redirect, disrupt, block, alter or otherwise adversely affect (including by opening a pop-up or new window or using other types of diverting or disruptive mechanism); or
2) substitute, insert or append; or
3) modify the behavior or functionality, or simulate, copy or assume control of, or create a substitute or derivative version of, any browser, plug-in, email, software, file or other platform or technology provided by any third party; or
4) cause an error or unintended result to occur; or
5) cause the parties involved or affected to violate any applicable laws; or
6) aids, abets, contributes, facilitates or supports any third party to do any of the foregoing; in each case, including but not limited to (x) in relation to any Engagement, tracking code, cookie, file, data record, sale, clickthrough, commercial activity or other action or transaction facilitated or intended by the target of such interference or (y) with the result of reducing any payment owing to a third party or increasing any payment obligation by any third party.

"End user's express and informed prior consent" refers to and requires (a) a reasonable opportunity to view and expressly consent to the download and use prior to the download, including the rejection and removal, of any technology subject to this Agreement, (b) full and prominent disclosure at the time of the relevant action or transaction originally intended by the target of such Interference sufficient, in Zoundry's reasonable good faith determination, to insure that any choice to Interfere is fully informed as to the benefits and potential consequences, and (c) disclosure and consent that are consistent with any and all applicable laws.

Apple iTunes (added May 2, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to Apple iTunes Music Store.

1. Engagement. Zoundry will make available to you offers from Apple to pay you a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). By accepting the terms of this Agreement, you agree to these offers and to form an Engagement with Zoundry and Apple. An Engagement shall be governed by the terms and conditions of this Agreement, and may change from time to time as specified by changes to this Agreement. At any time prior to you providing a Qualifying Link, Zoundry and Apple may with or without notice (a) change, suspend or discontinue any aspect of an Engagement or (b) remove, alter, or modify any Zoundry Product Links for an Engagement. You agree to promptly implement any request from Zoundry to remove, alter or modify any Zoundry Product Links that you are using as part of an Engagement.

2. Your Responsibilities. To permit accurate tracking, reporting, and referral fee accrual, Zoundry will provide you with special "tagged" link formats ("Zoundry Product Links") to be used in all links between your site and areas within Apple’s U.S. iTunes Music Store ("iTunes"). You must ensure that each of the links between your site and the Apple Site properly utilizes the Zoundry Product Links set forth in this Agreement. You will earn Referral Fees only with respect to activity on the iTunes Site occurring directly through Zoundry Product Links; Zoundry will not be liable to you with respect to any failure by you to use Zoundry Product Links pursuant to this Agreement, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You agree not to make any representations, warranties or other statements concerning Apple, Apple's site, any of Apple's products or services, or Apple's site policies, except as expressly authorized by the Engagement.

3. Referral Fees. Zoundry agrees to pay you Referral Fees if Apple sells to a visitor to iTunes (a "Customer") a product or service that is the subject of this Agreement and if that Customer has accessed iTunes and purchased the product or service via a Qualifying Link. Referral Fees shall be paid according to the terms in this Agreement.

A "Qualifying Link" is a Zoundry Product Link from your site to iTunes AND if it is the last link to iTunes that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Buy.com's site via a Zoundry Product Link from your site and terminating when the Customer either returns to iTunes via a link from a site other than your site or the Engagement expires or is terminated.

Apple shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Apple and the Customer. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by Zoundry and will be final and binding. Prices for the products will be set solely by Apple in its discretion.

4. Ownership and Licenses. All materials within Buy.com's site, including data, text, graphics, and other files, and their selection and arrangement thereof, are copyrighted works of Buy.com. You are granted a limited license to display, copy and download materials on the site for personal, non-commercial use only. Any prior commercial use of any copyrights requires the prior written consent of Buy.com. All trademarks, service marks, trade names and logos (collectively, "Marks") are either registered or unregistered marks of the Buy.com or its vendors. No Marks may be copied, imitated or used without the prior written consent of Buy.com or the third-party owner, and nothing in this Agreement confers any rights in the Marks to you.

Zoundry and Apple grant you a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology as designated in the Engagement or during the Zoundry registration process, on your site solely for the purpose of creating links from your site to iTunes during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from your use of Apple's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of Apple and will not create any right, title or interest for you. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. ("Creative") that is provided by Zoundry and Apple through the Zoundry interface. You shall not use the Creative in connection with any activity that disparages Apple, or its products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means besides the Zoundry interface is not permitted. If you not fully comply with this provision Zoundry may withhold commissions, immediately terminate this Agreement and/or permanently remove you from the Program.

Your use of Apple’s name, logos, trademarks, service marks, and trade dress pursuant to Section 4 must be in a manner that is clearly less prominent than that of your name, logos, trademarks, service marks, trade dress, products and/or site name. You are prohibited from creating an impression that there is an association or affiliation between you and Apple beyond the arrangement outlined in this Agreement.

You shall always maintain the quality of your services at a level satisfactory to Zoundry and Apple. Zoundry and Apple shall at times have the right to review your activities related to this Agreement.

You shall immediately cease using Zoundry's and Apple’s name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement.

You grant Zoundry and Apple a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by you solely for co-branding purposes or as a return link from Zoundry's site or Apples's site to your site. Zoundry and Apple will remove such graphic or banner ad upon your request.

5. Confidentiality. Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, Apple's business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

Apple shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Apple's sites ("Customer Data") which is collected by Apple, including without limitation, customers who access Apple's sites through Qualifying Links, and you shall have no right to use any such Customer Data.

6. Privacy. You shall not send out any emails, directly or indirectly, that advertise or promote Apple, it products, services, web sites or Offers without Apple's prior express written consent.

You agree not to send any email or other form of electronic message or advertisement containing Apple's name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from you or you have a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to "opt out" of further communications from you either by calling a toll free number or by sending an "unsubscribe" email to you.

7. Termination. Zoundry may terminate an Engagement or this Agreement at any time, for any reason. Termination of this Agreement shall also terminate any outstanding Engagements.

6. Representations. You represent and warrant that you have the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby. You further represent and warrant that your site contains no material that infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy or that violates any applicable law, statute, ordinance, or regulation.

You represent and warrant that your site contains no material that is defamatory or libelous; that is lewd, pornographic or obscene; that violates any laws regarding unfair competition, anti-discrimination or false advertising; or that promotes violence or contains hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (viii) that you have and comply with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on your website.

EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification. You hereby agree to indemnify, defend and hold harmless Apple and its affiliates, directors, officers, shareholders, employees, representatives, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

TigerDirect (added May 2, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to TigerDirect.com.

1. Prohibited Content and Users. In addition to other generally prohibited content listed in this Agreement, Zoundry reserves the right terminate your participation in the Program if your site:

1) Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2) Includes "TigerDirect" or variations or misspellings thereof in its domain name.
3) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
4) Purchase or bid for placement of any of TigerDirect's trademarked company names. These names include: (TigerDirect - Tiger Direct - TigerDirect.com - TigerDirect.ca) and any variation of our trademarked names, service marks or copyrighted terms and logos.
5) Contains software downloads that potentially enable diversions of commission from other affiliates in our Program.
6) Utilizes Pop-Up, Pop-Under, or automatic Redirects to link to TigerDirect sites. Any method that automatically plants an affiliate cookie is strictly prohibited. Any method that automatically redirects the customer to TigerDirect's website by execution of an affiliate link is in violation of this Agreement. The customer must click on a Zoundry Product Link or TigerDirect affiliate link to set the affiliate cookie.

In addition, vendors and employees of TigerDirect are not eligible to participate in this program with regards to TigerDirect, such as placing product links to TigerDirect. Resellers of TigerDirect may not purchase products under this Program.

2. Links on Your Site. Zoundry and TigerDirect grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to TigerDirect's site, to establish and maintain lists, links and search boxes as detailed below:

Product Links: You may promote any product in the TigerDirect product offering. Offers under this Agreement may be withdrawn at any time. This Agreement does not include any other type of product or products located in any other part of TigerDirect's site or any products not fulfilled directly by TigerDirect - unless a specific program is in place with the fulfillment partner. You may display on your site a short description, review, or other reference for product promotion. You will be responsible for the content, style and placement of these references. Suggested graphics and descriptive texts may be made available to you and you are encouraged to use them. You will provide a Zoundry Product Link (as defined in this Agreement) from the Product reference on your site to the corresponding TigerDirect entry. You may add or delete Products (and related links) from your site at any time without our approval.

The content and embedded images from the TigerDirect website may be used for reference purposes only. You are not allowed to spider the TigerDirect site to obtain its content and contextual images. Any user who attempts to do so will be revoked from the Program and any outstanding commissions will also be forfeited. Only materials provided via Zoundry's interface may be used for product promotion.

Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to Zoundry Product Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the TigerDirect domain name.

2. Order Processing. TigerDirect will process Product orders placed by customers who follow Zoundry Product Links from your site to the TigerDirect site. TigerDirect reserves the right to reject orders that do not comply with any requirements that it periodically may establish. TigerDirect will be responsible for all aspects of order processing. Among other things, TigerDirect will prepare order forms; process payments, cancellations and returns; and handle customer service. TigerDirect will track sales made to customers who purchase Products using Zoundry Product Links from your site to TigerDirect's site and will make available reports summarizing sales activity to Zoundry for your review. The form, content and frequency of the reports may vary from time to time at TigerDirect's discretion. Zoundry will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the Zoundry Product Links on your site are not properly formatted.

3. Referral Fees. For a product sale to generate a referral fee, the customer must follow a Zoundry Product Link from your site to the TigerDirect site; purchase the Product on the TigerDirect site using TigerDirect's automated ordering system; accept delivery of the Product at the delivery destination and remit full payment to TigerDirect. TigerDirect will pay referral fees during the cookie session life of 7 calendar days, unless the customer comes to the TigerDirect site through another affiliate or link tracked directly by TigerDirect marketing, advertising, or search engine optimization. Further, TigerDirect will not pay referral fees on any Products purchased from any site operated by us other than the TigerDirect site. In addition, Products listed in the TigerDirect catalog or in search results as "out of print", "hard to find", "special order" (or other words to similar effect indicating that a product is not readily available for delivery) are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees.

The Program is intended for commercial use only and you may not purchase Products through the Program for your own use. In addition to any other rights Zoundry and TigerDirect may have, such purchases may result (at Zoundry or TigerDirect's sole discretion) in (a) the withholding of referral fees and/or (b) the termination of this Agreement. You acknowledge that these remedies, while not exclusive, are a reasonable assessment of the damage Zoundry and TigerDirect will suffer as a result of a breach of this clause by you. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products".

In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using Zoundry Product Links on your site to access TigerDirect's site (eg: by implementing any "rewards" Program for persons or entities who use Zoundry Product Links on your site to access TigerDirect's site). If Zoundry or TigerDirect determines, in its sole discretion, that you have offered any person or entity any such consideration or incentive, Zoundry may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement.

"Session" shall mean the period beginning upon a visitor's entry to TigerDirect's site via a Zoundry Product Link (regardless of whether the visitor leaves and then returns to the site) and ending 7 days thereafter if the visitor accepts "cookies" from TigerDirect's site (see explanation below). Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting TigerDirect's cookie.

Note regarding Net Sales - Net Sales include only "shipped" sales. Orders entered for which the product does not ship are not reported as sales.

Note regarding "Cookies": To keep track of the Session, TigerDirect uses a small text file called a "cookie" that is placed on the hard drive of the visitor's computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for referral fees. You understand that no referral fee can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" during a session.

4. Policies and Pricing. For the avoidance of doubt, customers who buy Products through this Program will be customers of TigerDirect. Accordingly, all TigerDirect rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, TigerDirect will determine the prices to be charged for Products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you must not include price information in your Product descriptions. TigerDirect will use commercially reasonable efforts to present accurate information, but it cannot guarantee the availability or price of any particular Product. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.

5. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment; creating and posting Product descriptions on your site and linking those descriptions to the TigerDirect catalogue using Zoundry Product Links provided by us; the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights; ensuring that materials posted on your site are not defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

6. Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE Program FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

7. Relationship of Parties. You and TigerDirect are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or TigerDirect's respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on TigerDirect's or TigerDirect's affiliates' behalf, including with respect to TigerDirect's or TigerDirect's Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with TigerDirect or TigerDirect's site, other than for the purpose of referring users to TigerDirect's site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.

8. Additional. Zoundry and TigerDirect make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Zoundry and TigerDirect make no representation that the operation of our site or the Zoundry Product Links will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Zoundry Product Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT TIGERDIRECT MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

eBags (added August 11, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to eBags.com.

1. PROMOTION OF EBAGS ON YOUR WEBSITE. You agree to maintain one or more links from your website to the eBags.com website using the Zoundry software. You agree to correctly spell and punctuate the eBags name as either "eBags" or "eBags.com." If you purchase media, including but not limited to placements in any cost per click search or comparison engine or other search engine in which search result page listing order is determined by payment to the engine or other third party, You agree to correctly spell and punctuate the eBags name as either "eBags" or "eBags.com." If you purchase media, including but not limited to placements in any cost per click search or comparison engine or other search engine in which search result page listing order is determined by payment to the engine or other third party, you agree to (a) not bid on the keywords "eBags" or "eBags.com" or any phrase containing these and (b) clearly state in the copy the advertisement is an affiliate or partner link. In the event eBags elects to discontinue the use of any Promotional Material, Zoundry will notify you and you shall promptly discontinue the use of such Promotional Material. You agree not to alter or modify the Promotional Material in any manner without our prior written consent or to promote eBags through unsolicited emailing (i.e., spamming), newsgroup postings, or any other method of mass communication. You acknowledge and agree that, except for the limited rights granted herein, eBags retains all right, title and interest in and to the Promotional Material. Zoundry and eBags retain the right, in our sole discretion, to require you to immediately remove all Links and other eBags promotions if, in our opinion, your site infringes on or violates any applicable law, rule or regulation; any proprietary right of any third party; is defamatory, obscene, offensive or controversial, or is otherwise inappropriate for the promotion of eBags.

2. Site Management; Ownership. You shall be solely responsible for creating, operating and maintaining your site at your own expense, including, but not limited to, reviewing, deleting, editing, creating, updating and otherwise managing all content and services available on or through your site. You agree to promptly inform Zoundry of any information related to your site that could reasonably lead to a claim, demand, or liability of or against Zoundry or eBags by any third party. eBags shall retain all right, title, and interest in and to its site and you shall retain all right, title, and interest in and to your site.

3. Order Processing. eBags will be responsible for processing orders placed by customers acquired through the links. eBags reserves the right to reject orders that do not comply with any requirements that eBags may periodically establish. eBags currently ships only to addresses in the U.S.

4. Policies and Procedures. Customers who buy products from the eBags.com site will be deemed to be eBags' customers, and will be subject to all of eBags' rules, policies, and operating procedures. eBags reserves the right to change its policies, operating procedures, and prices at any time, in our sole discretion.

5. FEES; PAYMENT.
5.1 Fees. For each Qualified Purchase completed during the term of this Agreement, Zoundry will pay you a one-time referral fee determined by the terms agreed upon between Zoundry and eBags, which may change periodically from time to time. Referral Fees will be based on the purchase price received by eBags less discounts, credits, taxes, shipping and handling and credit card fees. "Qualified Purchase," means the purchase of a product from the eBags.com site by a customer within 30 days after the customer is transported from your site to the eBags.com site through a properly formatted Link. All Referral Fees are for your use only and therefore may not be offered, directly or indirectly, in whole or in part, to eBags' customers in the form of rebates, coupons, commissions, refunds or otherwise, without Zoundry's or eBags' prior written consent.

5.2 Cancellations; Returns. Zoundry and eBags will have no obligation to pay any Referral Fee for orders that are (i) cancelled or returned or (ii) placed after the termination of this Agreement. All Referral Fees previously paid with respect to orders that are cancelled or returned shall be deducted from the next payment due.

6. REPRESENTATIONS AND WARRANTIES. You represent and warrant that your site and the content thereon will not: (i) infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or right of publicity or privacy; (ii) violate any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control; (iii) be defamatory or trade libelous; (iv) be pornographic or obscene; or (v) violate any laws regarding unfair competition, anti-discrimination or false advertising.

7. INDEMNIFICATION. You agree to indemnify and hold eBags, its officers, directors, employees and agents harmless from all third party claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees) that arise out of or relate to any action or claim based on (i) any breach of the representations and warranties set forth in Section 6 above, (ii) any breach of any covenant, obligation or agreement to be performed by you hereunder or (iii) any intentional or negligent act, omission or misrepresentation by you.

8. DISCLAIMER OF WARRANTIES. EBAGS MAKES NO, AND SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EBAGS MAKES NO WARRANTY THAT OPERATION OF THE EBAGS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE AND EBAGS MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE EBAGS SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE EBAGS SITE.

9. LIMITATION OF LIABILITY. IN NO EVENT SHALL EBAGS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, EQUIPMENT DOWNTIME OR LOST PROFITS), EVEN IF EBAGS KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EBAGS' TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE REFERRAL FEES PAID TO YOU HEREUNDER.

Brookstone (added August 11, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to Brookstone.com.

1. Commissions. You can earn commission, under the following conditions: 1) You will be paid a Referral Fee on products sold on the Brookstone Site provided the customer linked to the Brookstone Site from a link on your site. If a customer visits the Brookstone site from a link to Brookstone on your site, then returns to the Brookstone site directly (not through your link to Brookstone) within 7 "return" days and makes a purchase, Zoundry will still pay you the commission on the resulting net sale. 2) Products must be actually shipped by Brookstone to a U.S. shipping address and billed to a U.S. billing address. Please note that some of Brookstone's products may take up to six weeks to ship. No commissions will be paid for product orders that are cancelled or returned. Cancellations and returns will be deducted on an on-going basis. Referral Fees will be based on the aggregate amount actually paid to Brookstone for qualifying purchases from the Brookstone Site, excluding amounts collected by Brookstone for sales taxes, duties, shipping, handling, gift wrapping and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on Brookstone's site will be included in the computation of net sales, excluding gift certificates.

2. Obligations regarding your site. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including but not limited to, all Brookstone product related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Zoundry and Brookstone disclaim all liability for all such matters. Further, you will indemnify and hold Brookstone harmless from all claims, damages, and expenses including, but not limited to attorneys' fees, relating to the development, operation, maintenance, and contents of your site.

You hereby agree that your site will not, in any way, copy or resemble the look and feel of the Brookstone.com site nor will you do anything to create the impression that your site is Brookstone's site or a part of Brookstone's site, including without limitation, framing Brookstone's site in any manner. You also hereby agree that your site will not contain any content of Brookstone's site or any materials which are proprietary to Brookstone, except 1) with Brookstone's prior permission or 2) the materials were obtained by you via Zoundry in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that your domain name does not and will not contain any of the following words: brookstone, brookstone.com, hardtofindtools, hardtofindtools.com, gardenerseden, gardenereden.com, or any variation thereof. You shall be responsible to maintain the accuracy of the information you have provided to Zoundry during account registration by updating the information on your account at the Zoundry service.

3. Brookstone's responsibilities. Brookstone will be responsible for providing all information reasonably necessary to allow you to make appropriate Links from your site to Brookstone's site; however, all Links must be approved by Brookstone. Brookstone will be solely responsible for processing orders placed on its site by a customer following a Link from your site, tracking the volume and amount of sales generated by your site, and providing information to affiliate sites regarding sales statistics. Brookstone reserves the right to reject orders. Brookstone will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to its site.

6. Other affiliate responsibilities. In utilizing the Links, you agree that you will cooperate fully with Zoundry and Brookstone in order to establish and maintain such Links. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Links between Brookstone's site and yours are properly formatted. If you qualify and agree to participate as an affiliate site in Brookstone's Program, you shall display Links prominently in relevant areas of your site subject to any and all limitations herein and with Zoundry's and Brookstone's consent. Zoundry reserves the right to revoke your right to link to Brookstone's site and terminate your involvement in the Program at any time and for any reason.

Zoundry and Brookstone have the right based on their sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement. You agree not to buy or encourage others to buy Brookstone products through your Links for subsequent resale. You are expressly prohibited from framing Brookstone's site in any manner, including without limitation causing your site's tool bar to appear on Brookstone's site. You shall not bid on Brookstone or Hard to Find Tools or any common misspelling or confusingly similar name, on any pay for placement search engine, including, but not limited to overture.com, findwhat.com and google.com. You may not utilize, advertise or otherwise promote, any Brookstone promotional code or coupon without first obtaining Brookstone's written permission.

7. Restrictions. You may not frame the Brookstone site, cause the link to create a new browser window (unless such window occupies 100% of the user's screen and appears above all other browser windows), or otherwise cause users to display the Brookstone site in a distorted fashion. or illegal content or links.

8. Process. Customers who buy Brookstone products through the Program will be deemed to be customers of Brookstone. Accordingly, all of Brookstone's rules, policies, and operating procedures concerning customer orders, customer service, privacy, and Brookstone product sales will apply to those customers. Brookstone may change its policies and operating procedures at any time. For example, Brookstone will determine the prices to be charged for Brookstone products sold under the Program in accordance with its own pricing policies. Prices and availability of Brookstone products may vary from time to time, and the availability and price of any particular product cannot be guaranteed. YOU MAY NOT PLACE INDIVIDUAL PRODUCT PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS ON YOUR SITE WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION, unless pricing information is made available on links provided by Zoundry.

9. Representations. You represent and warrant that: (i) all Brookstone advertisements and links shall be displayed in accordance with this contract and in a professional and tasteful manner and shall not be used to endorse, or imply the endorsement of your's or any third party's products or services; (ii) you shall at all times comply with all laws and regulations applicable to your site and its performance under this contract; (iii) materials posted on your site do not violate or infringe upon the rights of any third party, are not libelous or otherwise illegal; (iv) this Agreement has been duly and validly executed and delivered to you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms; and (v) you are duly organized, validly existing and in good standing under the laws of your State of organization and have full power and authority to execute, deliver and perform this Agreement. In the event of your breach of any warranty or representation set forth in this Section, Zoundry or Brookstone may terminate this contract, without liability of any kind, upon providing you with five (5) days written notice and opportunity to cure. You shall indemnify and hold harmless Zoundry and Brookstone against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Zoundry or Brookstone and/or its affiliates in connection with any claims arising out of the publication of the Brookstone advertisements, and/or your use of the Brookstone materials provided hereunder. You represent that there is no pending threatened claim, action, or proceeding against you, or any of your affiliates with respect to the execution, delivery, or consummation of this Agreement, or the Affiliate Marks. To the best of your knowledge, there is no basis for any such claim, action, or proceeding.

10. Independent investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that Brookstone may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

11. Relationship of Parties. The parties to this Agreement are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Zoundry's or Brookstone's behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

12. Publicity. You shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Brookstone's prior written approval, which may be withheld in Brookstone's sole discretion. Nothing herein shall require Brookstone to approve the issuance of a press release or obligate Brookstone to participate in a press release with you.

13. Confidentiality. You shall use your reasonable efforts to keep confidential the terms and conditions of the Agreement, and all information regarding the specific viewing of Brookstone advertisements, the click-through rates of such advertisements and the demographics of viewers who click-through to an Brookstone site. You may not disclose the other party's confidential information and may not use such information except as required to perform under this contract. Your breach of this confidentiality provision would cause Brookstone irreparable harm and Brookstone shall be entitled to appropriate injunctive relief in the event of such breach. However, you may use aggregate demographic information once stripped of any personal identifiable information. The parties hereto agree that Brookstone shall have no obligation to share any customer information collected by Brookstone, including but not limited to the name, address, e-mail address of the customer, or any titles ordered.

14. Amendment. Zoundry or Brookstone may modify this Agreement at anytime. If you do not agree with any change, you may terminate this Agreement as your exclusive remedy.

Ritz Interactive (added August 11, 2005)
This section contains the terms and conditions that apply to your participation in the Program in connection with web site links to Ritzcamera.com.

1. LICENSE. Subject to the terms and conditions of this contract, Ritz Interactive hereby grants to you a limited, non-exclusive, non-transferable license to use the Ritz Interactive advertising materials provided to you via Zoundry by Ritz Interactive (if any) (the "Ritz Interactive Materials"), and to use the Ritz Interactive trademarks, service marks and logos set forth therein, or as otherwise specified in writing by Ritz Interactive (collectively the "Ritz Interactive Marks"), for the sole purpose of linking to the appropriate Ritz Interactive page. You shall use only the most current Ritz Interactive Materials, as may be provided by Ritz Interactive via Zoundry from time to time. You shall not form any combination marks with Ritz Interactive Materials. You hereby admit and recognize Ritz Interactive’s exclusive ownership of Ritz Interactive’s Materials and the renown of such Materials worldwide. You agree not to take any action inconsistent with Ritz Interactive’s ownership of Ritz Interactive’s Materials and agrees that any benefits accruing from use of such Materials shall automatically vest in Ritz Interactive. You may not modify for public display any Ritz Interactive Materials, logos or marks, except upon receiving Ritz Interactive’s prior written approval. You may not sublicense, resell, assign or transfer any of your rights hereunder, without the prior written approval of Ritz Interactive, such approval to not be unreasonably withheld. Any attempt to resell, assign or transfer such rights absent such approval is void and shall, at Ritz Interactive’s election, result in immediate termination of this contract, without liability to Ritz Interactive. All rights not expressly granted hereunder are reserved to Ritz Interactive.

2. RESTRICTIONS.
2.1 You may use the Materials only as an active hypertext link to (as applicable) the appropriate Ritz Interactive page. The Materials may not link to any other page. You may not frame the Ritz Interactive site, cause the link to create a new browser window (unless such window occupies 100% of the user's screen and appears above all other browser windows), or otherwise cause users to display the Ritz Interactive site in a distorted fashion.
2.2 You may display the Materials only in the form and at the size Ritz Interactive provides to you via Zoundry. You may not modify or alter the Materials in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the Materials’ perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Materials appears in the screen shot) in any other medium. If Ritz Interactive provides you via Zoundry with a substitute version of the Materials, you shall replace the Materials as soon as reasonably possible.
2.3 The Materials shall be surrounded by a reasonable amount of empty space, and you may not use the Materials in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Materials in a way that suggests that Ritz Interactive endorses or sponsors your site. The Materials may not appear larger or more prominently than other branding on the page on which it is displayed.
2.4 You may not use the Materials in any way that tarnishes, blurs or dilutes the quality of the Ritz Interactive trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Materials on any pages that contain infringing or illegal content or links.
2.5 You acknowledge Ritz Interactive’s sole and exclusive ownership of the Materials, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Materials. All use of or goodwill associated with the Materials shall accrue to Ritz Interactive’s benefit. You may not use the Materials in any manner not expressly authorized under this Agreement.

3. REPRESENTATIONS. You represent and warrant that: (i) all Ritz Interactive advertisements and links shall be displayed in accordance with this contract and in a professional and tasteful manner and shall not be used to endorse, or imply the endorsement of your’s or any third party’s products or services; (ii) you shall at all times comply with all laws and regulations applicable to your site and its performance under this contract; (iii) materials posted on your site do not violate or infringe upon the rights of any third party, are not libelous or otherwise illegal; (iv) this Agreement has been duly and validly executed and delivered to you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms; and (v) you are duly organized, validly existing and in good standing under the laws of your State of organization and have full power and authority to execute, deliver and perform this Agreement. In the event of your breach of any warranty or representation set forth in this Section, Zoundry and Ritz Interactive may terminate this contract, without liability of any kind. You shall indemnify and hold harmless Ritz Interactive against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred by Ritz Interactive and/or its affiliates in connection with any claims arising out of the publication of the Ritz Interactive advertisements, and/or your use of the Ritz Interactive materials provided hereunder.

4. TERMINATION. Zoundry or Ritz Interactive may terminate this Agreement or the trademark license at any time for any reason or no reason. You may terminate this Agreement at any time for any reason or no reason. This Agreement and your license automatically terminates if you breach any provision of this Agreement. In the event of termination, (a) you shall immediately remove the Materials from your site, and (b) Sections 3-6 shall survive.

5. NO WARRANTY. THE MATERIALS IS PROVIDED "AS IS." Ritz Interactive DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

6. PUBLICITY. You shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Zoundry and Ritz Interactive's prior written approval which may be withheld in Zoundry and Ritz Interactive's sole discretion. Nothing herein shall require Zoundry or Ritz Interactive to approve the issuance of a press release nor obligate Zoundry or Ritz Interactive to participate in a press release with you.

Cooking.com (added October 6, 2005)
This section contains additional terms and conditions that apply to your participation in the Program in connection with web site links to Cooking.com.

RESTRICTIONS.

Keyword Bidding.
You are allowed to bid on the keyword "cooking.com" and related terms on pay for placement search engines, including, but not limited to Overture.com and Google.com. However, you may not bid amounts higher than Cooking.com's bids for these keywords. You also shall not bid on keywords of Cooking.com competitor names or common mispellings of those competitors' names in order to direct traffic to Cooking.com.

Use of Links.
You represent and warrant that all promotional means used by you will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that you will not mislead others. You agree to: (i) use ethical and legal business practices, and (ii) comply with the terms in this Agreement.

Prohibited Uses of Links.
1. Locations. You may not place Links to Cooking.com's Web site or Web site content in third party newsgroups, message boards, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks.
2. Non-Bona Fide Transactions. You must promote Cooking.com such that you do not mislead the visitor, and such that the Links deliver bona fide Transactions by the visitor to Cooking.com from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
3. Infringement. None of your promotional activities may infringe Cooking.com's proprietary rights (including but not limited to trademark rights) or any third party's proprietary rights.

Promotional Methods.
You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising.

Report any violations of this Agreement by sending an email to contact@zoundry.com.

Total Qualifying Revenues in a calendar quarter	Referral Fee Rate (Percentage of Qualifying Revenues)
$50.00 or less	70%
$50.01 - $150.00	75%
$150.01 or more	80%