Macy’s Terms and Conditions LinkShare 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 Network, 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 us 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 you like on your site. You may not at any time go to Macys.com to pull images/collateral to be used on your site to promote and drive traffic to Macys.com. You may only use the images/collateral that we provide through our e-newsletter, the LinkShare interface, and the merchandiser feed. 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 our corporate affiliates websites, any of Macys.com's products or services, or our site’s policies, except as expressly authorized by the Engagement. You agree that your site will not in any way copy or emulate the Macys.com site in look or feel, nor will you take any action or make any statements to create the impression that your site is part of or endorsed by 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 are proprietary to Macys.com, including without limitation to the following names (and any/all variations thereof): Macys.com, Inc., Federated Department Stores, Macy’s, Macy, Macys, macys.com, Macy’s WeddingChannel, Macy’s Bridal, Bloomingdales, Bloomingdale’s, Bloomingdales.com, Bloomie’s, Way to Shop, Macy’s Thanksgiving Day Parade, Marshall Field’s, Burdines, Charter Club, Charter Club Home, Alfani, I.N.C., International Concepts, INC International Concepts, Club Room, Tools of the Trade, The Cellar, Hotel Collection, H Hotel Collection, Holiday Lane, American Rag, Style & Co., Style & Co. Home, JM Collection, Epic Threads, Haven, Thisit, Frango, Giani Bernini, I. Magnin, Jennifer Moore, Jenni by Jennifer Moore, Karen Scott, Morgan Taylor, Exceed, John Ashford, ML Material London, Greendog, First Impressions, Inhabit, Summerstock, Belgique, Inside Out, Tres You, Tres You Man, 1-800-MACYBED, Big Brown Bag, Little Brown Bag, Medium Brown Bag, Sutton Studio, Aqua, Joseph & Lyman, The New View, Metropolitan View, Collection 59, Hudson Park, 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 (typosquatting) 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, Ask, MSN or LookSmart. You must link to your own landing page and not directly to Macys.com when using search terms to promote Macys.com unless you have Macys.com's prior written approval. You agree not to alter text copy provided by Macys.com; text may be shortened, but cannot be manipulated. Macys.com has the right to terminate our relationship if these measures are not met. It will be considered a breach of this Agreement to utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authored for the Affiliate Program and explicitly authorized for you use, and we reserve the right to withhold or disallow payment for violations under this section. You further agree that your site will only use brands or products in the Macys.com merchandiser feed to promote or to drive traffic to macys.com from your website(s), excluding the following brands or products which may never be promoted: Coach, Michael Kors, Free People, CHANEL, MAC Cosmetics, Tag Heuer, Mimi Maternity, Crocs, Lacoste, AK NY, Dior, ESQ, Hamilton, Hugo Boss, Longines, Movado, Movado Series 800, Rado, Raymond Weil/Sport, Swiss Army, Techno, Tissot, Wittnauer, Levi's, and Apple. You agree that deep linking to brands or products excluded from the merchandiser feed, including but not limited to the brands or products listed above, require specific authorization from Macy’s, i.e., the URL must be provided solely by Macy’s. You are not allowed to send any email solicitation referring to Macy’s or containing a link to macys.com unless you enter into a separate agreement with Macys.com with additional terms and conditions regarding each such mailing, including without limitation terms related to privacy policy communications and opt in representations, warranties and indemnities. If you wish to send such an email, please contact affiliates@macys.com. You are not allowed to include, mention or feature Macy’s in any contests or sweepstakes unless you enter into a separate agreement with Macys.com with additional terms and conditions. LinkShare Corporation 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, or to 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. If you agree to use Macys.com’s merchandiser feed, you agree to refresh the merchandiser feed data daily: Monday through Sunday. You further represent and warrant that you will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”). Accordingly, you will: (1) Clearly and conspicuously disclose you true identity and that you have received compensation and products and/or other incentive items from Macys.com (as applicable). Macys.com reserves the right to immediately terminate this Agreement if you fail to make social media or other disclosures in the manner set forth in the FTC Guides, which failure shall be deemed a material breach of the Agreement; (2) Not make any false, misleading, or deceptive statement and not make any product performance or attribute claims about Macys.com products or services (You may express opinions, but will not make any factual claims about the products or services); (3) Not purport to speak on behalf of Macys.com, its representatives, or agents; and (4) Conduct activities related to the program in a manner appropriate for a family audience. 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 and allocations for returned items. No commissions will be paid on the purchase of gift certificates, adjustments, reorders, corporate gift cards, mattresses and furniture or sales from partner sites that have their product listings linked to Macys.com. A "Qualifying Link" is a link from an Affiliate's site to Macys.com's using one of the Required URLs or any other URL provided by Macys.com through our e-newsletter, the LinkShare interface, and the merchandiser feed 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.