These Network Policies and Guidelines, made effective as of March 3, 2005, are incorporated into and made a part of your Affiliate Membership Agreement. All capitalized and other defined terms used herein without definition will have the meaning given to them in the Affiliate Membership Agreement. As used herein, the terms "we" and "us" refer to LinkShare and "you" and "your" refer, of course, to you. To print a copy of these Guidelines, please use your browser's print command.

USING ELECTRONIC MESSAGES

Email can be a valuable marketing tool, allowing you to reach a large audience at relatively little expense, but can also be easily abused and become a nuisance to both recipients and marketers alike. Therefore, it is imperative that if you use email to promote the products and services of Network Merchants in the LinkShare Network, that you, at very minimum, comply with any laws or rules applicable to your use of email, including the recently enacted CAN-SPAM Act of 2003, and that you make sure to conduct your activities in accordance with the highest industry standards for email marketers. Please note that for our purposes, email isn't confined to the messages a person receives in their "In-box," but also includes instant messaging, mobile service messages or other types of electronic messages used by you in connection with your participation in the LinkShare Network.

USING ADWARE, PLUG-INS, POP-UP ENGINES AND OTHER DOWNLOAD TECHNOLOGY

In General

Adware, plug-ins, pop-up engines and other download technology ("Downloadable Technology") can be immensely useful in getting a message out to a large audience. Once installed on an end user's computer, Downloadable Technology uses information that is input or received by the end user's Web browser or other similar technology to trigger the display of an advertisement, coupon reminder or some other action. But make no mistake about it, Downloadable Technology also has a real potential for abuse. Downloadable Technology can force an end user to endure promotions or messages that he or she did not consent to viewing, collect personally identifiable information about the end user without his or her knowledge or consent, or interfere with other Web browser functions. We prohibit these kinds of practices and reserve the right to immediately suspend or terminate your participation in the LinkShare Network if we find you are engaged in any such activity.

Downloadable Technology Compliance Standard ("DTCS")

In order to use Downloadable Technology to promote qualifying links, that technology must not "interfere" with:

• Any functionality of any Network Affiliate's or Network Merchant's Web-based links or other Web-based advertisements, sites or other commercial offerings;
• Any engagement tracked by LinkShare between a Network Merchant and any Network Affiliate with which such Network Merchant has entered into such engagement; or
• The tracking technology or network resources offered by LinkShare to its Merchants, Network Affiliates and other participants or users.

Subject to the above, and solely with "an end user's express and informed consent," any Downloadable Technology used by you may cause the presentation, to the end user, of special offers or proposals, so long as the end-user is offered, in connection with each and every instance of such offers or proposals, the options of both (i) rejecting such offer or proposal and (ii) deleting, terminating or opting out of the Downloadable Technology altogether.

For purposes of our DTCS:

• The term "interfere" means, whether intentional or unintentionally to (i) replace, intercept, redirect, disrupt, block, alter or otherwise adversely affect; (ii) substitute, insert or append; (iii) impair or adversely affect 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; (iv) cause an error or unintended result to occur; (v) cause the parties involved or affected to violate any applicable laws; or (vi) aids, abets, contributes, facilitates or supports any third party to do any of the foregoing; and
• The term "end user's informed consent" means with respect to the operation of any Downloadable Technology, refers to, and requires fulfillment in our reasonable determination of, all of the following: (i) the express consent to download and/or activate such Downloadable Technology upon reasonable notice and disclosure that such Downloadable Technology is being offered for download or activation; (ii) the full opportunity and right to completely remove, reject and deactivate, as applicable in the circumstances, such Downloadable Technology; (iii) the full and prominent disclosure each time the Downloadable Technology is triggered or otherwise prompts the end user to allow or undertake an action or transaction which disclosure must be sufficient to ensure that any choice by the end user to allow or undertake such action or transaction is fully informed as to the benefits and potential consequences thereof, and (iv) the express consent of such end user to allow or undertake such action or transaction. Further, in order to qualify as an "end user's express and informed consent," the disclosure and must, at the very least, comply with any and all applicable laws.

Compliance Testing

In order to make sure that your Downloadable Technology is and remains in compliance with our DTCS, we require that any Network Affiliate interested in using Downloadable Technology in connection with their participation in the LinkShare Network submit to compliance testing as outlined below:

• Prior to commercial release of any such Downloadable Technology or any revisions to any such technology, you will notify us in writing that such Downloadable Technology may be made available, and will give us a reasonable opportunity to test such technology.
• We may also from time to time require you to provide us with representative samples of any other versions of your Downloadable Technology then in use, or contemplated to be put in use. In the event we receive any complaints, claims, inquiries or allegations that indicate or suggest that your Downloadable Technology does not meet our DTCS, then we may ask you to provide us with a specific copy of any such Downloadable Technology for testing, and if we ask for it, you must promptly provide it.
• Upon completing any testing of your Downloadable Technology, we will provide you with a verbal report of our findings. If your Downloadable Technology does not meet our DTCS, then we will notify you of any deficiencies and you will be required to make any modifications necessary to bring your technology up to our standards prior to commercially releasing or using that technology. If, for whatever reason, the technology has already been commercially released by the time any testing is conducted or completed, you will be required to make any modifications necessary to bring it up to our standard upon a mutually agreed upon timetable, but no later than thirty (30) days after we have requested that you make those modifications.
• We will have the right to charge you for any testing, regardless of whether we conduct testing internally or engage an outside consultant.

USING LINKSHARE NETWORK COMMUNICATION TOOLS

As a Network Affiliate, you will have access to tools that enable you to communicate with us and your Network Merchant partners regarding your participation in their respective affiliate marketing programs and to make inquiries regarding transactions, reports, commissions and any related matter. You are not authorized to and should not use any communication tool provided by us for any other purposes other than to facilitate your participation in the affiliate marketing programs of Network Merchants. We may refuse to permit you to use of any LinkShare Network communications tool or other resource or facility if we believe that your use of such tool resource or facility is, has been, or is likely to be unsuitable or inappropriate. You should consider all of your communications made or received through use of any LinkShare Network communication tool as public and not private communications and, therefore, susceptible to being read by others without your knowledge or consent.

ENGAGING IN THE DISTRIBUTION OF QUALIFYING LINKS

If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by you and registered with us, you may do so (or continue to do so) until September 30, 2005 (or such later date as we may designate). After such date, you will be required to obtain our approval to continue to do so. Such approval may be conditioned upon your agreement to additional terms and conditions and additional disclosures in respect of your distribution and/or use of such qualifying links.

PARTICIPATING IN THE LINKSHARE SIGNATURE^SM PROGRAM

We may offer to some Network Affiliates in the LinkShare Network the opportunity to participate in LinkShare's Signature^SM affiliate program (the "Signature Program"), through which we provide participating Network Affiliates ("Signature Affiliates") the technology that gives a Signature Affiliate the opportunity to obtain certain information about the levels of product purchases or other activities of individual end users of its Website that result from such Signature Affiliate's qualifying links with Network Merchants. For example, a Signature Affiliate may operate a membership service under which members who use a qualifying link to visit a Network Merchant's Site and purchase a product will have a contribution made by the Signature Affiliate to a charity, school or other organization designated by the member. Additionally, a Signature Affiliate may use the technology to credit a member of its Site with loyalty points or rewards. Members of the Signature Affiliate's program are assigned a unique "Member ID," which is software code that permits the Signature Affiliate to identify that member in order to insure that he or she receives the special benefit the Signature Affiliate offers for purchases made from linked Network Merchants. The reports that a Signature Affiliate receives from us show the purchases made by each Member ID on the Website of each linked Network Merchant that are reported to us by such Network Merchant.

In order to participate in the Signature Program as a Signature Affiliate:

• You must apply to us;
• Your application must be accepted by us, in our discretion;
• You must pay any of our fees and charges for the Signature Program; and
• If we require, you must sign a separate agreement, in form and substance satisfactory to us that sets forth any specific terms relating to your use of the Signature Program that may apply (a "Signature Service Agreement").

We reserve the right to reject the application of any Network Affiliate. Additionally, we do not guarantee that any Network Merchant will elect to participate or continue its participation in your use of the Signature Program. Any Network Merchant which does elect to participate may condition its participation on your entering into a contract with such Network Merchant that contains terms satisfactory to it.

You are responsible for making sure that no violation of your privacy policy or any applicable law, rule or regulation relating to privacy or data security results from your participation as a Signature Affiliate.

PARTICIPATING IN THE AFFILIATE MARKETING PROGRAMS OF NETWORK MERCHANTS ENGAGED IN REGULATED BUSINESSES

Network Merchants engaged in certain kinds of businesses or activities may be subject to special laws and regulations that are not ordinarily applicable to commercial establishments generally, including (i) selling insurance, securities or prescription drugs or firearms, (ii) providing mortgages, loans or other extensions of credit, (iii) providing banking services, including the maintenance of deposit accounts, (iv) providing investment advice or investment advisory services, (v) other businesses or activities that require registration with a governmental authority or agency charged with special responsibility for regulating the conduct of such businesses or activities or (vi) acting as a broker, agent or finder for any person engaged in any business or activity referred to in any of the foregoing clauses ("Regulated Businesses"). If a Network Merchant uses the LinkShare Network for conducting a Regulated Business, then we may have special requirements intended to prevent violations of the special laws and regulations that may apply. Those requirements and policies will apply to any Network Affiliate that participates or desires to participate in an affiliate marketing program of a Network Merchant conducting a Regulated Business, notwithstanding any other or conflicting terms that the Network Merchant may adopt for its affiliate marketing program, offers or engagements.

If you participate in any affiliate marketing program of any Network Merchant engaged in a Regulated Business, then you agree that you will not do any of the following, even if authorized by such Network Merchant:

• Describe or recommend any product or service of such Network Merchant, except solely by posting on your Website the Promotions that such Network Merchant creates and supplies to you for such purpose;
• Take part in the provision of any such products or services;
• Provide assistance in resolving problems, discrepancies or disputes involving any such products or services;
• Answer questions or engage in negotiations involving any such products or services;
• Extend credit to any customer for the purpose of purchasing any such product or service;
• Handle customer funds, securities or other property related to any such product or service; or
• Provide any other service or perform any other function related to any such product or service which, under any applicable law, regulation or rule:
  • may only be provided or performed by a person registered and in good standing in a specified capacity,
  • if performed or provided by a person, requires registration of such person, or
  • the provision or performance of which is subject to restrictions, limitations or other special requirements.

You agree that you shall be solely responsible for ensuring that your participation in the affiliate marketing program of any Network Merchant engaged in any Regulated Business is conducted complies with all applicable federal, state, local and foreign laws, rules and regulations. If that participation means that you or your agents or representatives must register with any governmental agency in any capacity under the laws, regulations or rules applicable to any Regulated Business, then you agree to effect such registration, maintain all such registrations in effect and continue to be in good standing in such registered capacities.

The fact that we permit the LinkShare Network to be used by any Network Merchant in connection with an affiliate marketing program related to a Regulated Business, notify you of the existence of such affiliate marketing program or otherwise have any involvement with such program does not mean that your participation in that program is permitted by applicable law or will not require your registration with a government agency or subject you to laws, regulations or rules that otherwise would not apply to you.

GENERATING INVALID TRACKED ACTIVITIES

Network Merchants use the LinkShare Network to increase sales of products or services, to increase traffic to their designated Websites in order to attract advertisers, to increase brand recognition or to otherwise benefit their businesses. In all cases, the full benefit expected by the Network Merchant is only present if the qualifying link produces a "valid" action by end users of the kind desired by the Network Merchant. When compensated actions are not valid, the Network Merchant does not recognize the full benefit it expects from the action. One important reason Network Merchant's use affiliate marketing programs is that they permit the Network Merchant to pay for an advertisement only if it generates an actual sale or other action valued by the Network Merchant. That fundamental feature of affiliate marketing programs means that all offers made by Network Merchants to pay Network Affiliates compensation based on a specified end user action are interpreted by us as being offers to pay only for "valid" actions of that kind. This interpretation applies even if the offer does not expressly state that payment shall be made only for valid actions.

The determination of when a compensated action is "valid" depends primarily on the terms of the offer as stated by the Network Merchant. Network Merchants have the discretion to structure their offers. They decide the kind of action that generates a fee or other compensation and its amount and they may make a Network Affiliate's entitlement to payment subject to any lawful conditions outlined in their offers. If Network Affiliates do not find the terms of a particular offer attractive, they can choose not to carry the qualifying link that is the subject of the offer. Once a Network Affiliate accepts an offer, however, it is bound by the terms of that offer.

Some factors relevant to deciding if compensated actions are valid may not be expressly contained in the offer, but instead are logically implied by the kind of offer and its presumed business purpose. For example, a Network Merchant who wants to generate leads by offering a "bounty" for each form completed is presumptively interested only in bona fide leads. If a Network Affiliate, in order to increase its compensation, induces employees or other people who are not independently interested in the Network Merchant's services to click on the qualifying link and complete the form, then those visitors may not be bona fide leads. The Network Merchant, therefore, should not be obligated to pay for those form completions. Similarly, a Network Merchant who makes a pay-per-click offer is presumptively interested in increasing the number of actual visitors to its Site. A Network Affiliate that uses a technology or methodology that inflates recorded clicks on a qualifying link should not be paid for those clicks, since they do not represent actual visits to the Network Merchant's Site by a viewer.

If we determine or believe that compensated actions that are attributable to your qualifying links are invalid, questionable or suspicious, then LinkShare may terminate your participation in any or all Networks or affiliate marketing programs of Network Merchants, and Network Merchants may likewise terminate your participation in any or all of their affiliate marketing programs or withhold or require forfeiture of payments purportedly due to you. That is in addition to any other right or remedy available to us or any affected Network Merchant.

If your Website generates click-throughs or other compensated actions at rates that are higher than the LinkShare Network or industry average, that appear inconsistent with the information known about the nature of your Website and its traffic, or that we otherwise determine to be questionable or suspicious, this may result in termination of your participation in any or all Networks or affiliate marketing programs of Network Merchants, in withholding or forfeiture of payments purportedly due to you, or the exercise of any other right or remedy available to us or any affected Network Merchant.

We or any Network Merchant may from time to time institute other policies or requirements that determine your eligibility to accept click-through or other offers or define which clicks or other compensated actions are valid or otherwise eligible for payment. We may use any methods we deem advisable in order to detect and exclude clicks or other compensated actions that we consider invalid or questionable.

Fraudulent, abusive or illegal activity as a Network Affiliate or participant in any Network Merchant's affiliate marketing program may result in referral to the appropriate law enforcement agencies for investigation and, where appropriate, prosecution.

TAKING ADVANTAGE OF RETURN DAY FEATURES

In General

As you know, each Network Merchant partner, for the most part, sets its own rules for participation in its affiliate marketing program, so the return day policies will obviously vary from Network Merchant to Network Merchant. Our suggestion is that you carefully review the terms of your engagements with each of your Network Merchant partners, and when in doubt, contact the Network Merchant or us directly with your questions. With that said, there are a few very basic rules relating to return days that apply to your participation in all LinkShare Network affiliate marketing programs. Those guidelines are as described below.

Add Value by Delivering the User

In order for you to benefit from the Return Days offered by a merchant, you must have actually delivered the end user to the Network Merchant's site. You will be deemed to have delivered a user to a Network Merchant if, after receiving a clear indication from that user that he or she is interested in viewing a Network Merchant's offerings, you in fact direct that user to the relevant page on the Network Merchant's site. Examples of this include, but are not limited to:

• Direct Link to Network Merchant Site - Displaying a Network Merchant's link on your site such that when an end user clicks on that link he or she is redirected to the Network Merchant's site.
• Direct Link within Network Affiliate Site / Indirect Link to Network Merchant Site - Displaying the Network Merchant's advertising link on your site such that when an end user clicks on that link, he or she is redirected to another page on your site devoted to the Network Merchant and, at the same time, a fully visible window displaying the relevant page of the merchant's site opens over or under your webpage.
• Search Link within Network Affiliate Site / Indirect Link to Network Merchant Site - Permitting the end user to use the search features integrated into your site to conduct a search of your Site in order locate a Network Merchant's offerings and then redirecting the user to or opening a fully visible window displaying the specific merchant's site as part of the search results. In this example, in order for you to be deemed to have delivered the end user, the end user's search query must include some specific reference to the Network Merchant, like the Network Merchant's name or its products, as opposed to generic search terms.
• Search Link to Network Affiliate Site / Indirect Link to Network Merchant Site - Acquiring search placement on third party search engines on behalf of a specific Network Merchant such that when an end user clicks on your listing in the search results, the end user is redirected to a page on your Site devoted to that Network Merchant or the Network Merchant's products and, at the same time, a full sized window displaying the Network Merchant's relevant page pops over or under the window containing your page. In this example, in order for you to be deemed to have delivered the end user, the end user's search query must include some specific reference to the Network Merchant, like the Network Merchant's name or its products, as opposed to generic search terms.

To the extent that you engage in search marketing, please be aware that some Network Merchants regulate the purchase of keywords based on their name, brands and/or trademarks, so you should consult with those Network Merchants before attempting to acquire search placement on their behalf.

Don't Try to Beat the System

The concept of return days is built around the fundamental assumption that you have actually referred to the Network Merchant an end user that has expressed a clear preference or clearly requested to be referred to the Network Merchant and have in such referral process added value such that you should be rewarded for the referral. If you have delivered an end user who has not indicated in some clear manner any desire to be referred and delivered, you have not actually delivered the end user in a manner warranting a commission. Worse, if you attempt to "beat the system" by simulating the referral and delivery of an end user to a merchant, then, not only should you be denied the benefit of Return Days, but you will also not be entitled to any commissions. You may even be required to return commission payments that you have already received. You may also be in violation of state, federal or international laws.

By way of example, but certainly not limitation, if you program your site to open a 1x1 pixel of the merchant's site or webpage without actually making the merchant's site or page visible to the user then you have not delivered the user.

We consider these kinds of business practices to be deceptive practices. Please be advised that LinkShare takes the integrity of its Network very seriously and will terminate you from participation in the LinkShare Network if you are found by us to be gaming or trying to beat the system.

By establishing these very basic guidelines, we are in no way attempting to discourage you from optimizing and ever improving the ways you promote the products and services of your Network Merchant partners. We do, however, want to make sure that you act in an ethical and responsible fashion, with your primary focus being on adding value to the Network Merchant's affiliate marketing program. We are serious about maintaining the integrity of the Network and expect you, as a valued member of the Network, to act with the same values.

We understand that you may have questions or concerns as to whether one of your current or proposed promotional strategies is consistent with these guidelines. If you do, then please do not hesitate to contact us. When emailing us, please be as descriptive as possible in identifying the promotional strategy in question, include an example path or search for us to review, and feel free to include diagrams and screenshots, if applicable.

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