This is the Agreement that will govern your participation in an Engagement through the LinkShare Network (B2C) with Us. Please read this Agreement and check the box on the previous page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser's print command. 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 Brahmin.com Affiliate. If your site is rejected you may reapply to be an Affiliate at any time. PUBLISHER AGREEMENT This Publisher Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us"). Neither LinkShare Corporation nor any of its corporate affiliates are parties to this Agreement. BACKGROUND Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the LinkShare Network (B2C). TERMS AND CONDITIONS In consideration of the promises set forth below, each party agrees as follows: 1. Offers and Engagements. 1.1. From time to time, We may post on the LinkShare Network(B2C) offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 1.2. If You accept one of our Offers, we will have entered into an "Engagement." 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. 1.3. At any time prior to/or during You displaying a Qualifying Link on one of Your websites, Advertiser may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly (within 24 hours) implement any request from Us to remove, alter or modify any such graphic or banner ad. 2. Your Responsibilities. 2.1. You hereby agree to comply with all applicable laws. 2.2 You are solely responsible for the development of your site and its functionality. You will link your site to areas within Brahmin.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 Brahmin.com's site as you like on your site. You may not at any time (unless approved by the Brahmin Affiliate team) go to Brahmin.com to pull images/collateral to be used on your site to promote and drive traffic to Brahmin.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 hereby agree that the position, prominence and nature of links on the Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion. 2.2. You agree not to make any representations, warranties or other statements concerning Us, Our site, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement. You agree that your site will not in any way copy or emulate the Brahmin.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 Brahmin.com 2.3. You are responsible for notifying Us and LinkShare Corporation of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification. 3. Commissions. 3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Linkand 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 Brahmin.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, and corporate gift cards 3.2. A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the LinkShare Network(B2C) if it is the last link to Our 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 Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated. 3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledges that all agreements relating to sales to Customers shall be between Us and the Customer. 3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Us and will be final and binding on both You and Us. Prices for the products will be set solely Us in Our discretion. 4. Ownership and Licenses. 4.1. Each party owns and shall retain all right, title and interest in its 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. 4.2. We grant to 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 registration process in the LinkShare Network(B2C), on Your site solely for the purpose of creating links from Your site(s) to Our site(s) 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. 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. 4.3. You grant to Us 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 Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request. 5. Termination. 5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the LinkShare Network(B2C). Termination of an Engagement shall not terminate this Agreement or any other Engagement. 5.2. Either party may terminate this Agreement at any time, for any reason, Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 6. Representations. 6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's 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 lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 6.2. 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. Cross-Indemnification. 7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, directors, officers, employees 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. LinkShare Required Provisions. 8.1. Each party jointly and severally agrees to indemnify, defend, and hold harmless LinkShare Corporation and its publishers, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. 8.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. 8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for twenty-four (24) months thereafter, enter into any advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via the LinkShare Network (B2C). 8.4. The parties acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. The parties acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or either party's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications. 8.5. The parties agree that LinkShare is an intended third party beneficiary of this Agreement. 9. Limitation of Liability. 9.1. 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. 9.2. The parties agree that the LinkShare Network(B2C) and LinkShare Corporation and its publishers, 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. 10. General. 10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 10.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department. 10.3. By accepting any Offer through the LinkShare Network(B2C), You agree that you will be deemed to have executed, and will be bound by, this Agreement. 10.5. 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. 10.6 Promotions and Paid Search Policy BRAHMIN prohibits the use of any BRAHMIN promotional codes or coupons that are not made available through the LinkShare network, as well as any modification to any creative available in the LinkShare network. Affiliates must use the creative/promotions available to them through LinkShare. Affiliates may not promote/post any BRAHMIN promotional codes or coupons prior to their start date and only after they are made available in LinkShare. At any time, BRAHMIN reserves the right to require the affiliate to edit or remove promotional messaging (within 24 hours of notice) if the messaging is deemed by BRAHMIN to be misleading or an exaggeration of BRAHMIN's intended offer. BRAHMIN requires the affiliate to adhere to BRAHMIN brand guidelines by using only official product names, taglines and brand names with proper formatting in all affiliate promotional messaging (i.e. BRAHMIN, Brahmin + Handbags , Brahmin + Accessories, etc.). Affiliate agrees not to bid on the BRAHMIN name and on any BRAHMIN trademarks or any common misspelling or confusingly similar trademarks, on any pay-for-placement search engines, including, but not limited to: google.com, yahoo.com (overture), ask.com, and msn.com. Affiliate also agrees to not utilize, advertise or otherwise promote, any BRAHMIN terms in the headline or description copy associated with pay-for-placement search engines or in meta-tags, keywords, page titles or paid search engine advertising. The following phrases and terms are considered examples of BRAHMIN trademarked terms: Brahmin Brahmins Brahmin.com Brahmin .com Brahmin com Brahmin Handbags Brahmin Accessories If you are currently using any of these trademarks or the word Brahmin in any search engine positioning technique, please end this practice immediately otherwise we will be forced to terminate your affiliation with BRAHMIN. You must link to your own landing page and not directly to Brahmin.com when using paid/natural search terms to promote Brahmin.com unless you have Brahmin.com's prior written approval. You agree not to alter text copy provided by Brahmin.com; text may be shortened, but cannot be manipulated. Brahmin.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. 10.7 Email, contests, & Sweepstakes Policy You are not allowed to send any email solicitation referring to Brahmin or containing a link to Brahmin.com unless you enter into a separate agreement with Brahmin.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 ls-Brahmin@linkshare.com. You are not allowed to include, mention or feature Brahmin in any contests or sweepstakes unless you enter into a separate agreement with Brahmin.com with additional terms and conditions. 10.8 Reseller Policy You agree not to buy products or services from the Brahmin.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 Brahmin.com to your site. You will not engage in spidering or scraping our site for content, images, etc. 10.9 Product Data Feed (Merchandiser) If you agree to use Brahmin.com's merchandiser feed, you agree to refresh the merchandiser feed data daily: Monday through Sunday.