ࡱ>   !"#$%&'(Root Entry F`)HÄhCompObjnWordDocumentjDObjectPool@A„h@A„h  FMicrosoft Word 6.0 Document MSWordDocWord.Document.69q_Oh+'0$ H l   D hX:\APPS\WORD60\NORMAL.DOT(Hello Avon ProductsAvon Products@(8ܥe3 e.jD+ ::=====p=p=p=p=p== =p=C>========y?{?{?{?B?AeCCTDUC======C=============y?*=D=,=====y?==MASTER AGREEMENT Partner and Merchant are each enrolled in the The LinkShare Network. This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Avon.com Synergy Program in connection with The LinkShare Network (the "Engagement"). As used in this Agreement, "Merchant" means Avon Products, Inc., "Partner" means the applicant, and "merchandise" means any item offered for sale in the Avon.com web site. "Site" means a World Wide Web site and, depending on the context, refers either to Avon.com's site or to the site that Partner will link to Merchants site. 1. Participation. 1.1. To begin the enrollment process, Partner will submit a complete Engagement application via http:\\www.linkshare.com. Merchant will evaluate Partners application in good faith and will notify Partner of its acceptance or rejection in the Engagement. Merchant may reject Partners application if it determines (in its sole discretion) that Partners site is unsuitable for the Engagement. Unsuitable sites include sites that: promote sexually explicit materials promote violence promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age promote illegal activities violate intellectual property rights sell product by way of the internet to consumers residing outside the United States 1.2. At any time prior to Partner providing a Qualifying Link, Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Partner as part of an Engagement. 1.3. Merchant shall not be responsible to Partner for reporting, maintaining or retaining any information in connection with, relating to or arising out of this Agreement including, without limitation, Net Sales. Partners request for any such information shall be directed solely to LinkShare, Inc. in accordance with the terms and conditions of The LinkShare Network. 2. Partners Responsibilities. 2.1. Partner will link its site to areas within Merchants site using special URLs specified by Merchant generated by way of The LinkShare Network (the Required URLs). Partner may post as many links to the Required URLs and the rest of Merchants site as it likes on Partners site. The position, prominence and nature of links on the Partners site shall comply with any requirements specified by Merchant, but otherwise will be in the discretion of Partner. 2.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchants site, any of Merchants products or services, or Merchant's site policies, except as expressly authorized by Merchant. 2.3. Partner is responsible for notifying Merchant and The LinkShare Network of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. 3. Commissions. 3.1. Merchant agrees to pay Partner a commission of eight percent (8%) on Net Sales, as defined herein below, if Merchant sells to a visitor to Merchants site (a Customer) merchandise, provided, however, that Customer has accessed Merchants site and purchased the product or service via a Qualifying Link. Net Sales shall mean the gross amount invoiced to the Customer less returns, credits, discounts, sales taxes, shipping and handling charges and an allowance of two percent (2%) for bad debt and credit card transaction fees. 3.2. A Qualifying Link is a link from Partner's site to Merchants using one of the Required URLs or any other URL provided by Merchant with the code supplied by The LinkShare Network and for use in The LinkShare Network if it is the last link to the Merchants site that the Customer uses during a Session where a sale of merchandise to Customer occurs. A Session is the period of time beginning from a Customer's initial contact with Merchants site via a link from the Partners site and terminating when the Customer leaves the Merchants site. Prices for the products will be set solely by Merchant in its discretion. 3.4. Merchant will not pay commissions on merchandise ordered directly from Avon.com (instead of through a Qualifying Link), even if the Customer previously followed a link from Partners site to Avon.com. The Engagement is intended for commercial use only, and Partner may not purchase merchandise through the Engagement for its own use. 3.5. Merchant will pay Partner the commissions earned on a quarterly basis. Merchant will send Partner a check for the commissions earned on merchandise shipped during the quarter approximately forty (40) days following the end of the calendar quarter. 3.6. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Merchant will prepare order forms; process payments, cancellations, and returns; and handle customer service. Partner acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer. 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. 4.2. Subject to Merchants written approval in each instance, Merchant grants Partner a revocable, non-exclusive, license to use the name, logos, trademarks, service marks, trade dress and proprietary technology on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. 5. Termination. 5.1. Either party may terminate this Agreement at any time by deleting their acceptance of the Engagement through The LinkShare Network. 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, provided that they provide at least five days prior written notice of such termination to the other party and The LinkShare Network. 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. Partner represents to the Merchant that (a) any material of Partner 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; or (vi) promote violence or contain hate speech. 6.2. MERCHANT MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ENGAGEMENT OR ANY MERCHANDISE SOLD THROUGH THE ENGAGEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, MERCHANT MAKES NO REPRESENTATION THAT THE OPERATION OF AVON.COM WILL BE UNINTERRUPTED OR ERROR FREE, AND MERCHANT SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 7. Indemnification. 7.1. Partner hereby agrees to indemnify, defend and hold harmless the Merchant and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of Partners site. 7.2. Merchant hereby agrees to indemnify, defend and hold harmless the Partner and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of Merchants products. 7.3. Partner agrees that The LinkShare Network is an intended third party beneficiary of this Agreement. 8. Limitation of Liability. 8.1 In no event shall Merchant 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. Further, Merchants aggregate liability arising with respect to this Agreement and the Engagement will not exceed the total commissions paid or payable to Partner under this Agreement. 9. General. 9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 9.2. 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 New York. If Partner needs to send official correspondence, send it via certified mail, return receipt requested to Merchant's headquarters to the attention of Merchant's legal department. 9.3. Merchant 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 its site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Engagement rules. IF ANY MODIFICATION IS UNACCEPTABLE TO PARTNER, PARTNERS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. PARTNERS CONTINUED PARTICIPATION IN THE ENGAGEMENT FOLLOWING MERCHANTS POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON MERCHANTS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 9.4. PARTNER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. PARTNER UNDERSTANDS THAT MERCHANT MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH PARTNERS WEB SITE. PARTNER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ENGAGEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 9.5. Partner may not assign this Agreement, by operation of law or otherwise, without Merchants 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. Merchants failure to enforce Partners strict performance of any provision of this Agreement will not constitute a waiver of Merchants right to subsequently enforce such provision or any other provision of this Agreement.  ....()()))()()SummaryInformation(ch@Y@(8ch@F#Microsoft Word 6.02u Vgn|9K!'!9$S$%%..../uuD]^c]cU]ctu:`s$z{B C !!!!!!!!!!!!!!!!!!!,,hp@ P ! * h*>,,hp@ P !,) p@ P !,& p@ P ! VWghQRQRghmn!!!!!!!!!!!!!!!!!!!!!!!!!!,,hp@ P !,,hp@ P !,) p@ P !h,,hp@ P !nfg89MNDE!!*!+!""##8$9$U$V$%%%!!!!!!!!!!!!!!!!!!!!!!!!!0,,hp@ P !,,hp@ P !,) p@ P !h,,hp@ P !%%e&f&((x*y*,,............!!!!! !! !!!!!,,hp@ P !,) p@ P !!K@Normala c"A@"Default Paragraph Font+@ Endnote Text *@ Endnote Referenceh@ Footnote Text &@! 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