AGREEMENT This Agreement ("Agreement") is made between Macys.com, Inc.("Macys.com" “us” or “we”) and you ("Affiliate" or “you”). We each acknowledge that each are enrolled in the The LinkShare NetworkÔ and are subject to separate and independent agreements with LinkShare Corporation. This Agreement establishes the general terms and conditions governing advertising and commission arrangements that may result from participation in The LinkShare Network but in no way otherwise alters the relationship between the parties subject to any other agreement. TERMS AND CONDITIONS In consideration of the promises set forth below, the parties agree as follows: Offers and Engagements. To enroll, you must click the button labeled “I Agree” below to indicate acceptance of all of the terms and conditions contained herein. You will then submit an application to become a Macys.com Affiliate and we will notify you as soon as practicable of acceptance of such application. Your site may be rejected in our sole discretion as unsuitable for participation as a Macys.com Affiliate. If your site is rejected you may reapply to be an Affiliate at any time. Thereafter, from time to time, Macys.com may post on The LinkShare Network offers to pay a specified commission in return for certain marketing partnership opportunities leading to a Qualifying Link (as defined below). If such offers receive an identification number from The LinkShare Network they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer. If you accept an Offer made by us in accordance with the Offer's terms via The LinkShare Network, an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. At any time prior to you providing a Qualifying Link, we may with or without notice (a) terminate, change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by us for an Offer or an Engagement. You agree to promptly implement any request from Macys.com to remove, alter or modify any graphic or banner ad submitted by that you are using as part of an Engagement. You acknowledge that you have read and understood this agreement and agree to all terms and conditions. You understand that we may and will from time to time solicit similar referrals from other websites, many of which may compete with yours. You represent that you have independently evaluated your participation in the Macys.com affiliate network and are not relying on any representation or warranty or guarantee of payment of any kind with respect to your participation other than as set forth in this agreement. Your Responsibilities. You are solely responsible for the development of your site and its functionality. You will link your site to areas within Macys.com's site using special URLs specified in the Engagement (the "Required URLs"). You may post as many links to the Required URLs and the rest of Macys.com's site as it likes on your site. The position, prominence and nature of links on your site shall comply with any requirements specified in the Engagement, but otherwise will be in your discretion and control. To the extent the links do not comply with our requirements we may terminate the Engagement at any time. You expressly agree not to make any representations, warranties or other statements concerning Macys.com, our site, any of corporate affiliates’ websites, any of Macys.com's products or services, or our sites’ policies, except as expressly authorized by the Engagement. You agree that your site will not in any way copy or resemble to Macys.com site in look or feel nor will you take any action or make any statements to create the impression that your site it part of ours, including incorporating our tool bars into your site or framing our site in anyway, except with our express written consent. You also agree that your site will not in any way incorporate names, logos or trademarks that is proprietary to Macys.com including without limitation the following names: Macys.com, Inc., Federated Department Stores, Macy’s, Macy, Macys, macys.com, Macy’s Wedding Channel, Macy’s Bridal, and any/all variations, Bloomingdales, Bloomingdale’s, Burdines, Bon-Macy’s, Rich’s-Macy’s, Goldsmith’s-Macy’s, Lazarus-Macy’s, Charter Club, Alfani, I.N.C., International Concepts, INC International Concepts, Club Room, Tools of the Trade, The Cellar, Hotel Collection, Holiday Lane, American Rag, Style & Co., JM Collections, Tasso Elba and Saville Row. You represent that your domain name will not incorporate any of the above-referenced names, logos or trademarks nor any variations or misspellings of the same. You also warrant that you will not embed meta tags or other devices, source code or hidden text in any pages of your site or in searchable keywords on your site. You further agree that you will not purchase or arrange for the purchase or acquisition of the names, logos or trademarks of Macys.com and its corporate affiliates as listed above as search terms on any search engine of international prominence including but not limited to those operated by Google, Overture, Yahoo, AOL or LookSmart. LinkShare Cooperation will be solely responsible for ensuring that the links are properly formatted and tracked. You are responsible for notifying us and The LinkShare Network of any malfunctioning of the Required URLs or other problems with your participation in the Engagement. While Macys.com will respond as soon as practicable to all concerns upon notification, Macys.com shall assume no responsibility for the operation of The LinkShare Network, nor shall Macys.com be responsible for any alleged damages or losses sustained due to its malfunctioning. You agree not to buy products or services from the Macys.com site for subsequent resale, nor aid or abet any third party in doing so. You will engage in and utilize all Web “best practices” in the operation of your site and the presentation of the Qualifying Links included but not limited to refraining from “caching” our site or otherwise altering the functionality or ease of navigation of our site and will not engineer your site in a manner to divert traffic from Macys.com to your site. You will not engage in “spidering” or “scraping” our site for content, images, etc. Commissions. Macys.com agrees to pay Affiliate the commission specified in the Engagement if Macys.com sells to a visitor to Macys.com's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Macys.com's site and purchased the product or service via a Qualifying Link on the Macys.com site, and not otherwise returned or failed to pay for such product or service. No telephone based purchases, regardless of the original contact of the purchaser shall be included in commissionable sales. All commissions paid shall be paid on net sales revenue to Macys.com less any discounts or coupons and exclusive of taxes, shipping and handling, gift wrapping or other services, credit card fraud and bad debt, allocations for returned items. No commissions will be paid on the purchase of bridal registry, gift certificates, adjustments, reorders and corporate gift cards from our site. A "Qualifying Link" is a link from Affiliate's site to Macys.com's using one of the Required URLs or any other URL provided by Macys.com for use in The LinkShare Network if it is the last link to the Macys.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 purchasing Customer's initial contact with our site via a link from your site and terminating when the Customer either returns to the Macys.com's site via a link from a site other than your site or the Engagement expires or is terminated. Macys.com shall have the sole right and responsibility for processing all purchases and orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Macys.com and its Customers. You will not receive any payment until such time as commissions exceed a minimum amount. You will then be sent a check, less any taxes required to be withheld, with an accompanying statement of your account. Commissions will be sent out only once per month, not less than thirty (30) days after the end of any month. If the balance does not reach the minimum amount a credit will be applied to the next month until such time as a commission check may be triggered. To the extent we discover any overpayment by us at any time, we shall be entitled to adjust future payments to offset overpayments. We shall further have the right to suspend and/or hold payment of commissions to you to the extent there is good faith determination of a dispute until such time as satisfactory resolution of any dispute occurs. To the extent your participation in The LinkShare Affiliate Network is terminated by LinkShare Corporation for violation of any of its terms and conditions prior to your site’s earning the minimum amount, we will not be responsible for making any payment to you. Reports. You will be able to check your sales statistics only through The LinkShare Network and Macys.com will not be responsible for providing any data or information to you directly. Final determinations of Qualifying Links and whether a commission is payable will be made by Macys.com subject to the terms and conditions of this Agreement and any agreements between LinkShare Corporation and the respective parties. Prices and discounts for any products or services sold by Macys.com will be determined in our sole discretion. Ownership and Licenses. Each party owns and shall retain all right, title and interest in its respective names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Macys.com grants you a revocable, non-exclusive, worldwide license to use, reproduce and transmit the Macys.com and corporate affiliate name, logos, trademarks, service marks, trade dress and proprietary technology, solely as designated in the Engagement or during the registration process in The LinkShare Network, on your site and solely for the purpose of creating links from your site to our site during Engagements, all in accordance with this Agreement. You may not revise, alter, amend of modify the names, logos, trademarks, service marks or trade dress and the associated images provided in the Engagement in any way whatsoever. Macys.com makes no representation and warranty with respect to the names, logos, trademarks services marks, trade dress and proprietary technology of third parties and its vendors that many appear on the Macys.com site, and all use of such proprietary material on your site is at your own risk. Except as expressly set forth in this Agreement, you may otherwise not publicize, copy, distribute, modify, reverse engineer, or create derivative works from the same. 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 and the rights pursuant to this Agreement shall immediately terminate. You may not use our name, logos, trademarks, services marks or trade dress in any manner we deem disparaging or portrays Macys.com in any negative light. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted solely for co-branding purposes or as a return link from Macys.com's site to your site, provided however, that we are under no obligation to use, market, promote or publicize your site or any graphics or banner ads submitted in any way. Macys.com will remove such graphic or banner ad upon your request. Termination. Either party may terminate any Engagement at any time for any reason by deleting acceptance of the Engagement through The LinkShare Network. Termination of an Engagement shall not terminate this Agreement or any other Engagement. Either party may terminate this Agreement at any time for any reason provided that they provide at least twenty-four (24) hours prior written notice of such termination to the other party, except in cases where you have breached this Agreement whereby no notice shall be required and the Agreement and any Engagements and Offers immediately terminated. Termination of this Agreement shall also terminate any outstanding Engagements and Offers. However, all rights to final payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement. Modification. We may amend the terms and conditions of this Agreement or change or modify any Engagements and Offers at any time on notice posted on portion of The LinkShare Network site related to Macys.com. If an amendment or modification is unacceptable to you, you may terminate any Engagement or this Agreement on twenty-four hours notice to us, but this termination shall constitute your sole remedy, and our sole obligation to you with respect to any such modifications or changes to our participation. Your Representations and Warranties. You represent to Macys.com that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which you provide for display on our site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be sexually harassing or explicit, lewd, pornographic or obscene materials; (v) promote discrimination based on gender, religion, nationality, disability, sexual orientation, age or size, or contain offensive, racially ethically objectionable material, (vi) violate any laws regarding unfair competition, antitrust violations, antidiscrimination or false advertising; (vii) promote illegal activity of any kind, violence (which may include certain graphic depictions of violence even in game, video or animated form) or contain hate speech; (viii) display content related to tobacco, liquor, firearms, drugs, gambling, crime or death, politics or politically sensitive material such as abortion or capital punishment, (ix) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent and warrant that your site shall not provide links to, drive traffic to, or in any way support, financially or otherwise, any sites that engage in the above referenced conduct or display or promote the materials described. If your site will donate any portion of the commissions it may receive to any school, foundation or charitable organization, you may not state of imply our endorsement such organization of the activities it supports or that Macys.com or any of its corporate affiliates is any way aware of or supporting the donation of funds to schools, foundation or charities with which you are associated. Your site must have a clearly stated and available privacy policy under which you maintain strict adherence to its terms. You may not require a user name and password for use of your site and may not otherwise violate the intellectual property or privacy rights of any third parties. If you are engaged in email solicitation and enter into an offer or agreement with Macys.com to send bulk email, Macys.com may in its sole discretion impose additional requirements in such offers and may require you to enter into additional terms and conditions with respect to such mailings, including without limitation privacy policy communications and opt in representations, warranties and indemnities. Except as contemplated in this Agreement, you shall not otherwise use, publicize, publish or distribute or permit any third party to do the same, our trademarks, or tradenames or this relationship in any manner without our written permission. Our acceptance criteria may change at any time with or without prior notice to you. Confidentiality. You agree that all information including, without limitation, the terms of this agreement, and any and all business and financial information, pricing, sales, marketing and promotion information concerning us or our corporate affiliates shall remain strictly confidential. You shall not use such information, directly or indirectly, for your own business purposes except as contemplated in the goals of The LinkShare Network. You may disclose such information only in response to a proper subpoena of a court of competent jurisdiction and in response to applicable laws or where such information is widely publicly available through no act of yours. Indemnification. You hereby agree to indemnify, defend and hold harmless Macys.com and our corporate affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly brought by a third party, arising out of or relating to a breach, or alleged breach, of any of your representations or material obligations herein. Limitation of Liability and Disclaimers. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. The parties agree that LinkShare Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. WE MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING WITHOUT LIMITATION THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING OR USAGE), NOR THAT THE OPERATION OF OUR SITE SHALL BE UNINTERRUPTED OR ERROR-FREE, AND SHALL NOT BE LIABLE FOR ANY CONSEQUENCES RELATED TO SUCH INTERRUPTIONS OR ERRORS. Miscellaneous. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. This agreement and the Offers and Engagements contemplated under it shall not create any partnership, joint venture, agency, franchise, sales representative, employment or other relationship between the parties except as expressly described in this agreement. You have no authority to make any statements on our behalf to any customers. The parties agree that LinkShare Corporation are intended third party beneficiaries under this Agreement. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in San Francisco, California and you irrevocably consent to the jurisdiction of those courts. If you need to send official correspondence, send it via trackable mail to Macys.com, Inc., 170 O’Farrell Street, San Francisco, California 94102 to the attention of President. You may not assign this agreement in any manner without our written consent. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.