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GLAM MEDIA, INC.

AFFILIATE LINKAGE AND ADVERTISING AGREEMENT

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE
GLAM MEDIA AD NETWORK PROGRAM. PARTICIPATION IN THE GLAM MEDIA AD NETWORK PROGRAM
INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE
TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE GLAM MEDIA
AD NETWORK PROGRAM.

This agreement (“Agreement”) by and between Affiliate and Glam Media, Inc. (“Glam
Media”) (together, the “Parties”) consists of these Terms and Conditions and the
accompanying attachments, which are incorporated in full by this reference. “You”
or “Affiliate” means any entity identified in the enrollment form submitted by the
same or affiliated persons, and/or any agency or network acting on its (or their)
behalf, which shall also be bound by the terms of this Agreement. In the event of
a conflict between these terms and conditions and the terms of the accompanying
attachments, these terms and conditions shall control. The Agreement includes the
following sections:

1. Engagement

2. Advertising Services

3. Affiliate Publisher Editorial Services

4. Compensation and Revenue Share

5. Copyrights, Linking and Licenses

6. Mutual Representations and Warranties

7. Indemnification

8. Term and Termination

9. Specific Performance

10. Right of First Refusal

11. Limitation of Liability

12. Entire Agreement, Amendment

13. Severability

14. Notices

15. Assignment

16. No Joint Venture


17. Governing Law

18. Successors and Assigns

19. Counterparts

Attachment A: Glam Editorial Standards for Linked Affiliates

Attachment B (a):comScore Networks TAL: Traffic Assignment Request for comScore


Networks Reporting

(b):Nielsen Netratings TAL: Traffic Assignment Request for


Nielsen
Networks Reporting

Attachment C: Search and Contextual Advertising Services

Attachment D: Nondisclosure Agreement

1. Engagement.

Glam owns and operates an interactive consumer platform that delivers fashion and
personal style news, shopping and e-commerce via content, services, multimedia and
products, all of which are available through its the website, http://www.Glam.com
and its related servers, feeds and other affiliated websites.

Affiliate publisher authors, updates, brands and oversees websites (“Affiliate


Websites”), with a focus on fashion and personal style news, entertainment,
health, lifestyle, shopping and/or e-commerce presenting content, services,
multimedia and products of interest to Glam’s current and future users.

Glam and Affiliate have entered this Agreement with the goals of growing the
audience for the Affiliate Websites, growing Glam’s overall users, and deriving
mutual financial benefit.

The parties agree to collaborate to deliver the following services, as specified


below and in the Attachments hereto.

2. Advertising Services.

Affiliate hereby grants Glam the exclusive, worldwide right to manage and sell all
Prime Time Ad-units. Prime Time Ads are defined by Glam as advertisements that
are above the fold with the following pixel Dimensions, according the Interactive
Advertising Bureau, IAB http://www.iab.net/standards/adunits.asp : 728x90,
160x600, and 300x250. Glam will allow Affiliate to continue to engage in other
non-competing revenue generating advertising programs such as non-site-specific
blind networks that are pre-approved by Glam until Glam can offer a similar
program that will adequately replace those revenues. Both Glam and the Affiliate
agree to keep each other informed of sales activities through regular contact in
order to ensure maximum revenue potential for the Affiliate and make certain that
there are no channel conflict issues.

Glam shall select and serve marketing messages from third parties and from Glam
(collectively, the “Glam Network”) in the form of banners, text links, video
streams, pre-rolls, headline links, sponsorships, buttons and other such creative
units determined by Glam and its advertisers (“Advertising”) into the Affiliate
Websites and share a percentage of revenue resulting from advertisers paying for
such Advertising with Affiliate according to the terms described below and in
Section 4 of this Agreement.

a. Advertising shall include all or some portion of the following items but shall
not be limited to:

i. Banners, display, text, or video, in the form of 728x90


pixels, 300x250 pixels, 160x 600, 300x600 pixels and other such units requested by
advertisers (“Banners”);

ii. A content module with up to five headline links to Glam Media


network content or promotions;

iii. Messaging provided by Glam that describes the site as a Glam


Media Network affiliate (“Glam Network Branding”); and

Both Affiliate and Glam specifically agree to take the following actions in order
to execute the Advertising:

b. Affiliate agrees to:

i. Display Advertising on pages of the Affiliate Websites


according to the terms of this Agreement;

ii. Post Glam’s contact information in the advertising section of


the Affiliate Website.

iii. Make third-party advertising provided to Affiliate by Glam the


most prominent advertising on the Affiliate Websites and appear on the Affiliate
Websites’ first visible page (i.e., above the “fold”);

iv. Implement all tags, formatting and code necessary in order for
Glam to exercise its rights under this Agreement;

v. Place Glam Network Branding and contact information on the


Property, in a form and manner as reasonably determined by Affiliate and Glam;

vi. Provide Glam with a default ad tag or image for unsold


inventory to place in Glam’s ad serving system;

vii. Obtain Glam’s final approval of the placements and targeting of


the Advertising and all references to Glam in the Affiliate Websites; and

c. Glam agrees to:

i. Identify and integrate the Affiliate as a member of the Glam


Network

ii. Sell and place Advertising on the Affiliate Websites pages;


and

iii. Share such revenue received by Glam from advertisers for


Advertising placed on the Affiliate Websites by Glam with Affiliate consistent
with the provisions of Section 4 of this Agreement.

3. Affiliate Publisher Editorial Services.

Affiliate publisher shall author, update, brand and oversee (collectively,


“Publish”) the Affiliate Websites, as described below in this Section of the
Agreement (“Editorial Services”). Both Affiliate and Glam specifically agree to
take the following actions in order to execute the terms of the Editorial Services
provisions in this Agreement:

a. Affiliate agrees to:

i. Publish the Affiliate Websites in a way that adheres at all


times to the Glam Editorial Standards for Linked Affiliates set forth in
Attachment A (“Editorial Standards”) and regularly monitor the Affiliate Websites,
including all parts and aspects of the Affiliate Websites, for compliance with the
Editorial Standards;

ii. Include the “Ads by Glam” Branding at the top of every Glam
Advertising unit, or as otherwise agreed to by both parties.

iii. Allow Glam to advertise, promote and publicize Affiliate


publisher and Affiliate Websites availability on www.Glam.com;

iv. Allow Glam to link to the Affiliate Websites from all websites
and affiliate publishers owned and/or managed in any way by Glam;

v. Allow Glam to modify the Advertising, which appears on the


Affiliate Websites, as described above in Section 2. However, Glam may not
otherwise change the content or meaning of the Affiliate Websites, except,
however, if the Affiliate Websites do not meet the Editorial Standards or other
requirements for the Affiliate Websites set forth in this Agreement, Glam may
remove the Affiliate from Glam.com and the Advertising from the Affiliate Websites
without providing Affiliate publisher with prior notice; provided that Glam
promptly notifies Affiliate of any such removal by email and reinstates the site
upon the site’s cure of such failure;

vi. Take commercially reasonably measures to maintain the web


server supporting the Affiliate Websites in order to ensure that the Affiliate
Websites are available twenty-four (24) hours a day, every day of the year.
Affiliate shall notify Glam as soon as Affiliate publisher becomes aware that its
web server is not operating and as soon as it becomes available again;

vii. Not include in its Affiliate Websites or its linkages any


software, tools or text that could cause Glam’s or its users’ websites, systems
and networks harm from reduced system performance, system unavailability, data
loss, or other damage; and

viii. Sign and maintain the comScore Networks TAL: Traffic Assignment
Request for comScore Networks Reporting and Nielsen NetView Reporting attached
hereto as Attachment C(a) and Attachment C(b), and the Non- Disclosure Agreement
in Attachment D.

b. Glam agrees that:

i. Affiliate publisher shall have control over the content and


“look and feel” of the Affiliate Websites, subject to the terms of this Agreement;

ii. Glam shall advertise, promote and publicize Affiliate


publisher and Affiliate Websites availability on Glam.com in areas, selected in
Glam’s sole discretion, that may include but shall not be limited to:

(1) Placement in the Glam Network channel or other such area on


Glam.com;

(2) Placement in the Glam Network directory on Glam.com; or

(3) Contextual placement throughout Glam.com where appropriate and


relevant to a particular page, product, or story on Glam.com;

iii. Other than modifying the Advertising as explicitly described


above in Section 2, Glam may not otherwise change the content or meaning of the
Affiliate Websites, except, however, if the Affiliate does not meet the Editorial
Standards or other requirements for the Affiliate set forth in this Agreement,
Glam may remove the Affiliate from Glam’s website and the Advertising from the
Affiliate Websites without providing Affiliate publisher with prior notice;
provided that Glam promptly notifies Affiliate of any such removal by email and
reinstates the site upon the site’s cure of such failure.

4. Compensation and Revenue Share.

In consideration of the obligations to be performed by Affiliate under the terms


of this Agreement, Glam agrees to compensate the Affiliate as follows:
a. Revenue Share

Net Advertising Revenue received by Glam from third-party advertisers for


Advertising placed on the pages of the Affiliate Websites shall be shared by Glam
and Affiliate on the following basis: Fifty percent (50%) to Glam and fifty
percent (50%) to Affiliate. “Net Advertising Revenue” shall be defined as gross
revenues, less agency fees, charge backs, bad debt, distribution fees, brand
research, refunds and other such offsets. When no Banners from third-party
advertisers are placed in the Advertising unit on the Affiliate Websites, Glam
shall at its option, place Glam.com Banners and/or other bonus (non-revenue
generating) third-party ads in the Advertising unit until new third-party ads
become available.

b. Payment Amount

Glam shall remit to Affiliate a monthly payment based on revenue earned(4a). The
Payment Amount earned on a monthly basis, will be paid no more than ninety (90)
days following the last day of the calendar month in which the revenue was earned.

c. Additional Information

With each remittance from Glam as set forth in Section 4.a above, Glam shall
provide Affiliate with a statement setting forth the fees earned by Affiliate,
together with the number of advertisers and other reasonable supporting
information regarding revenues accrued during the preceding month.

e. Confidentiality of Fact and Amount of Payment.

Affiliate covenants and agrees to keep strictly confidential the fact and amount
of the payment under this Agreement, and shall not disclose such information to
any other person or entity, unless required by applicable securities or other
laws, law or disclosed in confidence to Affiliate’s attorneys.

5. Copyrights, Linking and Licenses.

Affiliate grants to Glam:

a. A worldwide, transferable, royalty-free license to link to the Affiliate


Websites and to serve Advertising into the Affiliate Websites for the permitted
uses set forth in this Agreement; and
b. The right to use Affiliate publisher’s name, likeness, photograph and
biographical material in connection with all permitted uses set forth in this
Agreement. The Affiliate publisher shall be credited at all times as the
publisher of the Affiliate Websites in connection with all permitted uses by Glam.

Except as expressly set forth in this Agreement, neither party grants the other
party any other licenses to its content, proprietary materials, and intellectual
property, including all copyrights, trademarks, trade names, service marks, and
patents, and all such rights are reserved.

6. Mutual Representations and Warranties.

Each party represents and warrants to the other party that:

a. There are no agreements or arrangements, written or oral, that would be


breached upon the respective party’s execution or performance of this Agreement,
that would restrict, interfere or conflict with the respective party’s obligations
under this Agreement, or that would diminish the other party’s rights granted
under this Agreement;

b. Each party shall comply with all the terms, conditions, obligations and
restrictions in this Agreement;

c. Each party has the right, power and authority to enter into this
Agreement and perform its obligations as set forth herein; and

d. Each party shall at all times be in compliance with all applicable laws,
rules and regulations with respect to this Agreement.

7. Indemnification.

Each party shall defend, indemnify and hold harmless the other party, its
affiliates, employees, successors and assigns, against and from any and all third
party claims, liabilities, damages, fines, penalties or costs of whatsoever nature
(including reasonable attorney’s fees and costs), arising out of or in any way
connected with its breach of its representations and warranties under this
Agreement.

8. Term and Termination.

This Agreement will commence on the date above and shall continue for a term of
two (2) years (“Term”), this initial Term will be automatically renewed thereafter
annually for twenty-four (24) month periods provided that either party does not
give written termination notice within 30 days from the end of the term.

If Affiliate fails to comply with any material obligation under this Agreement,
including, but not limited to, those obligations listed in Attachment A and
Attachments Ca and Cb, such failure shall constitute an event of default (“Event
of Default”) and Glam shall be released from all payment obligations under Section
4 of this Agreement, except to the extent such obligations are outstanding and due
to Affiliate prior to the Event of Default. Upon an Event of Default, Glam may
terminate this Agreement effective immediately without prior notice. Affiliate
may not terminate this Agreement prior to the end of the initial Term; however,
either party may terminate this Agreement on 30 days prior notice for any material
breach by the other party of this Agreement, if the material breach is not cured
within the 30-day notice period. Upon termination of this Agreement at the end of
the initial Term or by Glam for any reason, the following shall occur:

a. All copyrights, linking and licenses granted in this Agreement cease;

b. Glam and Affiliate shall promptly remove all Advertising and the Glam
Network Branding from the Affiliate Websites; and

c. Glam shall make a final remittance to Affiliate of Affiliate’s share of


outstanding Net Advertising Revenue according to the terms of Section 4.

9. Specific Performance

The parties hereby acknowledge and agree that the failure of any party to perform
its agreements and covenants hereunder will cause irreparable injury to the other
party, for which damages, even if available, will not be an adequate remedy.
Accordingly, each party hereby consents to the issuance of injunctive relief by
any court of competent jurisdiction to compel performance of such party’s
obligations and to the granting by any court of the remedy of specific performance
of its obligations hereunder, including, without limitation, with respect to
obligations under this Agreement relating to Editorial and Advertising services
described in Sections 2 and 3.

10. Right of First Refusal

a. Notice. If at any time Affiliate proposes to sell, license, lease or


otherwise transfer all or any portion of its interest in any of the Affiliate
Websites, then Affiliate shall promptly give Glam written notice of Affiliate’s
intention to sell (the “Notice”). The Notice shall include (i) a description of
the website’s content, (ii) the name(s) and address(es) of the prospective
purchaser(s), (iii) the proposed consideration and (iv) the material terms and
conditions upon which the proposed sale is to be made. The Notice shall certify
that Affiliate has received a firm offer from the prospective purchaser(s) and in
good faith believes a binding agreement for the sale is obtainable on the terms
set forth in the Notice. The Notice shall also include a copy of any written
proposal, term sheet or letter of intent or other agreement relating to the
proposed sale.

b. Right of First Refusal. Glam shall have an option for a period of 15 days
from receipt of the Notice to elect to purchase Affiliate’s interest in such
website(s) at the same price and subject to the same material terms and conditions
as described in the Notice. Glam may exercise such purchase option by notifying
Affiliate in writing before expiration of the 15-day period. In this event,
Affiliate agrees to enter into an agreement on terms substantially similar to the
terms set forth in the Notice.
11. Limitation of Liability.

Except for a party’s obligations under the indemnification provisions set forth in
Section 7 of this Agreement, neither party nor its affiliates shall be liable or
obligated under any section of this Agreement or under contract, negligence,
strict liability or other legal or equitable theory for any special, incidental or
consequential damages (including any loss of revenue, profits or data) exemplary
or punitive suffered or incurred by the other party or its affiliates.

12. Entire Agreement, Amendment.

This Agreement represents the entire agreement between Affiliate and Glam with
respect to the subject matter hereof and thereof and supersedes all previous oral
or written communications, representations or agreements. This Agreement may be
modified only by writing executed by a duly authorized company officer.

13. Severability.

To the extent that any of the provisions of this Agreement, or any word, phrase,
clause, or sentence in it shall be found to be illegal or unenforceable for any
reason, such provision, word, clause, phrase or sentence shall be modified or
deleted in such a manner so as to make the Agreement as modified legal and
enforceable under applicable laws, and the balance of the Agreement or parts
thereof shall construed as severable and independent and not be affected thereby.

14. Notices.

All notices or other communications required under or regarding this Agreement


shall be in writing and shall be deemed sufficient when delivered personally or
sent by electronic mail or facsimile (in each case, with prompt confirmation of
receipt) or upon deposit in the U.S. mail, as certified or registered first class
mail, with postage prepaid, and addressed, if to Glam at its principal place of
business set forth in the preamble of this Agreement and if to Affiliate at
Affiliate’s place of business set forth in the signature page of this Agreement,
unless, in either case, written notice of another address shall have been provided
to the other party in the manner provided for in this Section. If mailed, any
such notice will be considered to have been given one business day after it was
mailed, as evidenced by the postmark.

15. Assignment.

This Agreement may not be assigned by Affiliate without the Company’s prior
written consent. This Agreement may be assigned by the Company without
Affiliate’s consent.
16. No Joint Venture.

Nothing contained in this Agreement will be construed as creating a joint venture,


partnership or employment relationship between the parties hereto, nor will either
party have the right, power or authority to create any obligation or duty, express
or implied, on behalf of the other.

17. Governing Law.

This Agreement shall be governed by the laws of the state of California, without
regard to the choice of law provisions thereof, which state shall have
jurisdiction of the subject matter hereof.

1. Successors and Assigns.

The terms of this Agreement shall bind, and shall inure to the benefit of, the
permitted successors and assigns of the parties hereto.

2. Counterparts.

This Agreement is entered into by two counterparts, each of which shall be deemed
an original and which together shall constitute one instrument.

Glam Media, Inc.:

AFFILIATE:

Name: Ernest Cicogna

Title: CFO

The "Affiliate" refers to the entity identified in the enrollment form submitted
by the same or affiliated persons, and/or any agency or network acting on its (or
their) behalf, which shall also be bound by the terms of this Agreement.
Attachment A

Glam Editorial Standards for Linked Affiliates and Glam.com Websites

These Editorial Standards exist to help the Affiliate and Glam achieve their goals
of growing the audience for the Affiliate Websites, growing Glam’s overall users,
and deriving mutual financial benefit. As outlined below, these Editorial
Standards set forth some known limits for editorial content. The list of
standards specified below, however, is not a comprehensive listing of prohibited
conduct by Affiliate. The Affiliate remains fully responsible for ongoing
monitoring of content on the Affiliate Websites to ensure adherence with the
requirements of this Agreement. The Editorial Standards include the following:

1. Unacceptable Content.

The Affiliate Websites, including all information, text, images, photographs,


graphics, e-mail addresses, web pages, comments and reviews, discussion board
postings and other materials contained in or linked to the Affiliate Websites, may
not contain, publish, link to, sell or otherwise distribute any “Unacceptable
Content.” Unacceptable Content is defined as content that:

a. Is lewd, profane, obscene, or indecent, including any content that is


violent or pornographic or that contains nudity, explicit violent or sexual
material, or depictions of violent or sexual acts;

b. Is harassing, threatening, abusive, inflammatory or otherwise


objectionable, including content used to harass, stalk or threaten a person;

c. Is unlawful or that could facilitate the violation of any applicable law,


regulation or governmental policy;

d. Offers or disseminates any fraudulent goods, services, schemes or


promotions, including any make-money-fast schemes, chain letters, or pyramid
schemes;

e. Is libelous, defamatory, knowingly false or misrepresents another person;

f. Infringes upon the intellectual property rights of any third party,


including the copyrights, trademarks, trade names, trade secrets or patents of
such third party;

g. Is harmful to Glam’s or any other party’s systems and networks, including


any transmissions which may damage, interfere with, surreptitiously intercept, or
expropriate any system, program, data or personal information;
h. Violates any obligation of confidentiality;

i. Violates the privacy, publicity, moral or any other right of any third
party; and

j. Consists of any other content that Glam in its sole discretion deems to
be Unacceptable Content.

If Affiliate permits user comments and trackbacks on the Affiliate Websites,


Affiliate shall regularly monitor these comments and remove any that include
and/or link to Unacceptable Content.

2. Editorial Consistency.

The Affiliate and the Authors must also:

a. Ensure that all content contained in the Affiliate Websites is original


material created by Affiliate, unless proper attribution is given to a third
party. A ready definition of proper attribution and fair use is set forth in The
Electronic Frontier Foundation’s “Legal Guide for Blogger’s” at
http://www.eff.org/bloggers/lg/;

b. Ensure that all opinions and statements are representative of the


Affiliate’s honest views; and

c. Continue the general topic that is the focus of the Affiliate Websites or
provide Glam with thirty (30) days prior written notice if the focus of the
Affiliate Websites is substantially changing. Glam will undertake a review of the
Affiliate’s new direction at that time to determine suitability for Glam.

Glam, in its sole discretion, will determine what constitutes “Unacceptable


Content” under these Editorial Standards. Glam is under no obligation to monitor
the Affiliate for compliance with these Editorial Standards. Glam may change the
Editorial Standards at any time by providing Affiliate with ten (10) business days
prior written notice. Glam reserves the right to remove the Affiliate, without
providing the Affiliate with prior notice, from www.glam.com at any point if the
Affiliate posted uses Unacceptable Content or otherwise does not meet the
requirements for the Affiliate set forth in this Agreement. Glam reserves the
right to terminate this Agreement without prior notice in the event that, in
Glam’s judgment, Affiliate has violated the Editorial Standards or the other
requirements for the Affiliate set forth in this Agreement. Affiliate shall not
have any right to review or approve Glam’s use of the Affiliate content, provided
such use is in compliance with this Agreement.
Attachment B (a)

comScore Networks TAL: Traffic Assignment Request for comScore Networks Reporting

By entering into this agreement you certify that you, the Affiliate,

a) are the majority owner of the URLs listed below

b) enjoys a legitimate business relationship with Glam Media, Inc. justifying


the aggregation of this traffic, and

c) requests assignment of the traffic to these URLs from your company to Glam
Media, Inc. in the comScore Networks syndicated audience measurement reports.

In requesting this assignment, I understand that the websites submitted in this


form will not receive credit for traffic to these URLs in the syndicated audience
reports for those entities where Glam Media, Inc. elects to include these URLs.
These URLs may not be assigned to any other company. In the event that comScore
Networks receives multiple requests for assignment of the same URL, comScore will
review and honor the request most recently received.

I understand that this request is subject to review by comScore Networks to


determine that the assignment of traffic is consistent with comScore Networks
reporting rules. comScore Networks retains the right in its sole discretion to
refuse the requested assignment if such assignment would in fact be inconsistent
with comScore Networks reporting rules. If necessary, comScore Networks may
require additional documentation to verify ownership of the URLs before granting
this request. For example, if your company is not the named registrant of the
URLs listed below, you must provide documentation demonstrating that the
registrant of those URLs is (1) owned or (2) employed by your company.

I understand that acceptance of this letter by comScore Networks, Inc. imposes no


legal liability whatsoever on comScore Networks, Inc. for damages, whether actual,
incidental or consequential, relating to the maintenance or reporting of the
attached URLs. I understand that my company is fully responsible for timely
notification to comScore Networks, Inc. of any updates to the list below,
including, but not limited to, changes in ownership of any of those URLs.

Your company shall indemnify and hold harmless comScore Networks from and against
any claims, liabilities, costs and expenses of any kind (including reasonable
attorney’s fees and expenses) arising out of any allegation of improper assignment
of the URLs pursuant to this letter.
Attachment B (b)

NetView Traffic Assignment Agreement

Request for the Assignment of Syndicated Report Traffic

I, hereafter Assignor, would like to transfer Assignor traffic to GLAM MEDIA, INC,
hereafter Assignee, for the purpose of NetRatings, Inc. syndicated audience
measurement reports. By requesting this assignment, I understand that Assignor
will not receive credit for traffic for these domains and URLs in the NetRatings,
Inc. syndicated audience reports but will be included in the aggregation of
traffic by the Assignee. These domains may only be assigned to one company and may
not be assigned to any other company. In the event that NetRatings, Inc. receives
multiple requests for assignment of the same domain or URL, NetRatings, Inc. will
honor the request most recently received.

I certify that Assignor is the majority owner of the domains and URLs listed below
and enjoys a legitimate business relationship with Assignee justifying the
aggregation of this traffic in the NetRatings, Inc. syndicated audience
measurement reports.

I understand that this request is subject to review by NetRatings, Inc. to


determine that the assignment of traffic is consistent with NetRatings, Inc.
reporting rules. NetRatings, Inc. retains the right in its sole discretion to
refuse the requested assignment if such assignment would in fact be inconsistent
with NetRatings, Inc. reporting rules. If necessary, NetRatings, Inc. may require
additional documentation to verify ownership of the domains and URLs before
granting this request. For example, if Assignor is not the named registrant of the
domains and URLs listed below, Assignor must provide documentation demonstrating
that the registrant of those domains and URLs is (1) owned or (2) employed by
Assignor.

I understand that in the event that a URL that is not listed on the attached list
displays the exact same Web page/site as a URL that is listed on the attached
list, NetRatings, Inc. shall be entitled to count/report the traffic from such URL
as if such URL was included on the list. (For example: (i) siteX.com is included
on the attached list but siteX.net is not; (ii) siteX.net displays the exact same
Web page as siteX.com; (iii) siteX.com and siteX.net shall be treated the same by
NetRatings, Inc.)

I understand that acceptance of this letter by NetRatings, Inc. imposes no legal


liability whatsoever on NetRatings, Inc. for damages, whether actual, incidental
or consequential, relating to the maintenance or reporting of the attached domains
and URLs.
I understand that Assignor is fully responsible for timely notification to
NetRatings, Inc. of any updates to the list below, including, but not limited to,
changes in ownership of any of those domains and URLs. I further understand that
NetRatings, Inc. may terminate this assignment at any time in its sole discretion.

Assignor shall indemnify and hold harmless NetRatings, Inc. from and against any
claims, liabilities, costs and expenses of any kind (including reasonable
attorney’s fees and expenses) arising out of any allegation of improper assignment
of the domains and URLs pursuant to this letter.

This assignment request shall expire on the third anniversary of the date of this
letter, unless an earlier expiration date is set forth in this letter. Upon
termination, the traffic for the domains and URLs being assigned hereunder shall
be credited to the Assignor or as otherwise consistent with NetRatings, Inc.’s
reporting rules.

GLAM MEDIA, INC.

Attachment C

Search and Contextual Advertising Services

This Addendum (the “Addendum”) is made to that certain Affiliate Linkage and
Advertising Agreement (the “Agreement”) entered into between Glam Media, Inc.
(“Glam”) and (“Affiliate”) dated as of the date of this form submission. This
Addendum is effective upon execution by both parties as of the date set forth
below (the “Addendum Effective Date”)..

The terms and conditions of this Addendum and any accompanying exhibits and
attachments are incorporated in full into the Agreement by this reference. In the
event of a conflict between the terms and conditions of this Addendum, and the
terms and condition of the Agreement, the terms and conditions of this Addendum
shall prevail. Any capitalized term not defined herein shall have the same
meaning as set forth in the Agreement.

Recitals

1. Glam offers Glam Advertising Services which include Advertising as defined


in the Agreement.

2. Glam has a set of new offerings which will be added as part of Glam
Advertising Services, and Glam intends to roll out additional service offerings
over time. The services may include site search, network search, web search,
search text ads (“Glam Search”)and contextual ads (“Glam Contextual”), e-mail
services and ecommerce affiliate programs ( “ eCommerce”), polling and market
research services (“ Research”) and direct selling services, among other services,
collectively referred to herein as the “Glam Services”.

3. Glam may enter into agreements with third parties for the provision of the
Glam Services and those third parties may change from time to time.

D. Glam has entered into a certain services agreement with a third party for the
third party to provide certain web search and related advertisement and content
search services (collectively, “Search Services”). Glam may enter into similar
services agreements from time to time with various third party providers to offer
Search Services (each, a “Service Provider”) as part of the Glam Services.

E. Glam and Affiliate wish to extend the Glam Services to Affiliate Websites.

F. Under its service agreements with its Service Providers, Glam may commit to
meet certain terms and conditions in order to receive the Search Services for the
Glam Websites and any Affiliate Websites.

G. Under such services agreements, Glam may be required to obtain from Affiliate
its written commitment to comply with certain terms and conditions in order to
extend the Search Services as part of the Glam Services to the Affiliate Websites.

NOW THEREFORE, in consideration of the mutual promises made herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1. Cooperate with Requirements. Affiliate shall cooperate with Glam with


any reasonable requests or requirements with respect to the implementation and
deployment of the Glam Services, including the technical implementation and brand
treatment of a search box for end users on each Affiliate Website, and the
delivery, display and placement of contextual advertisements on Affiliate Website.

2.. Exclusivity of Glam Services.

(a) By executing this Addendum, Affiliate agrees to accept all of the Glam
Services currently offered, except to the extent that an Affiliate requests and
Glam, in its sole discretion, agrees to exclude a particular service from the Glam
Services and documents such exclusion on Exhibit B to this Addendum, which if
completed, will be incorporated in full into the Agreement.
(b) Affiliate agrees to comply with the exclusivity requirements for receipt of
the Glam Services as specified in this Section 2. A current listing of services
provided by Glam as part of the Glam Services is attached as Exhibit A. In
addition, Exhibit A sets forth a listing (which may be a partial listing) of the
services which are currently excluded from the Glam Services. The parties agree
that Glam, in its sole discretion, may revise Exhibit A by adding or deleting
services from time to time and the revised Exhibit A will replace the former
Exhibit A as of its effective date and be incorporated in full into the Agreement.

(c) During the term of its Agreement with Glam, Affiliate agrees to not use or
deploy any service on the Affiliate Websites which is the same as or substantially
similar in nature to the Glam Services then in effect, including but not limited
to services offered by the following entities: Google, Yahoo! Inc., Microsoft
Corporation, InterActiveCorp, AOL LLC, InfoSpace Inc, NBC Universal, AdBrite,
Adify, BlogHer, BlogAds, Federated Media, Gorilla Nation, Amazon, eBay and such
additional entities as Glam may identify to Affiliate from time to time (each, a
“Named Entity”), unless such Named Entity services are provided through Glam as
part of the Glam Services. Notwithstanding the foregoing, if Glam does not
currently provide a service similar to the Named Entity service (as documented as
excluded in Exhibit A or as otherwise confirmed by Glam) or if Glam has agreed
that an Affiliate does not have to accept a particular service as part of the Glam
Services consistent with the provisions of Section 2(a) above, Affiliate may use
or continue to use such service in connection with its Affiliate Websites. At the
request of an Affiliate, Glam, in its sole discretion, may permit an Affiliate to
use or continue to use a specified service provided by a Named Entity which is
similar to a Glam Service currently provided, which such consent shall be
documented in Exhibit B.

(d) During the term of its Agreement with Glam, and prior to implementation of
the Glam Services on the Affiliate Websites, Affiliate agrees to terminate any
existing agreement it had with any of the Named Entities for similar services,
except as expressly provided for herein.

3. Conditions to Permitted Distribution of the Search Services. Affiliate


agrees that:

(a) Affiliate shall implement the Search Services in accordance with the
implementation terms and conditions specified by Glam to Affiliate;

(b) Affiliate’s access to the Search Services shall at all times comply with the
technical and implementation requirements specified by Glam to the Affiliate;

(c) Glam shall provide the direct interface and be the sole intermediary between
Affiliate and the Service Providers for any of the Search Services provided to the
Affiliate Websites. The Affiliate Websites’ access to any web search results and
display advertisements or other Search Services shall be solely through Glam. For
the avoidance of doubt, this means Affiliate will not modify and will properly
implement the programming elements specified by Glam, and the Service Providers
shall not be responsible for any incompatibility of an Affiliate Website with such
programming elements;

(d) Affiliate will implement the Search Services in a manner that requires each
web search and/or query entered by an end user of an Affiliate Website on any
search box to be referred back to a results page that is hosted by Glam and co-
branded with the Affiliate;

(e) Affiliate shall comply with, and each Affiliate Website’s display of the web
search results or advertisements shall be in compliance with, all terms and
conditions specified by Glam for the use of the Glam Services;

(f) The Affiliate Websites shall not display or use any brand features of the
Named Entities or make any attribution of any kind to the Named Entities without
Glam’s prior written consent;

(g) Each Affiliate Website shall unambiguously mark each cluster or grouping of
advertisements as “Sponsored Links” or other equivalent designation indicating
that such advertisements are compensated linked advertisements, and distinct from
search results;

(h) Affiliate shall be responsible and liable for any and all use of the Search
Services by any Affiliate Website;

(i) The Service Providers shall not indemnify any claim relating to or arising
from Affiliate Website’s use and/or display of, or access to the web search
results and advertisements;

(j) Affiliate shall indemnify Glam for any lawsuit or proceeding (1) relating to
or arising from any Affiliate Website's use of the Search Services; and/or (2)
relating to or arising from Affiliate's failure to ensure Affiliate’s or any
Affiliate Website's compliance with the terms of this Addendum. Affiliate shall
not bring a claim against Glam and/or its Service Providers based upon a claim
that such Service Provider breached an implied warranty to Affiliate arising from
or relating to Glam’s provision of access of the Search Services to Affiliate.
Affiliate agrees to promptly notify Glam if it becomes aware of any breach of a
requirement of this Addendum.

4. Prohibited Activities. In addition to the restrictions set forth in


the Agreement, including those with respect to Unacceptable Content, Affiliate
agrees that it will not engage in any of the following prohibited activities and
such other activities which Glam may reasonably specify:

(a) with respect to the Glam Services, edit, modify, truncate, filter or change
the order of the information contained in any search results and/or advertising
results (either individually or collectively), including, without limitation, by
way of commingling search results and/or advertising results with search results
or advertising not provided through the Glam Services;(b) frame any results page
or destination page; (c) redirect an end user away from the destination page,
provide a version of the destination page different from the page that an end user
would access by going directly to the destination page, intersperse any content
between an advertising result or search result and the corresponding destination
page or implement any click tracking or other monitoring of advertising results or
search results; (d) display any search results and/or advertising results in pop-
up, pop-under, exit windows, expanding buttons, or animation; (e) display any
search results and/or advertising results to any third parties other than end
users, except as expressly permitted by Glam; (f) minimize, remove or otherwise
inhibit the full and complete display of any results page (including any search
results and/or advertising results), and the corresponding destination pages; (g)
produce or distribute any software, or permit any of its software to be
distributed with software, that prevents the display of ads provided by Service
Providers (such as by way of blocking or replacing ads); (h) directly or
indirectly access, launch and/or activate the Search Services through or from, or
otherwise incorporate the Search Services in, any software application, website or
other means other than the Glam Websites or Affiliate Websites, and then only to
the extent expressly permitted by Glam; (i) transfer, sell, lease, syndicate, sub-
syndicate, lend, or use for co-branding, timesharing, service bureau or other
unauthorized purposes any Search Services or access thereto (including, but not
limited to search results and/or advertising results, or any part, copy or
derivative thereof), except as expressly permitted by Glam, and then only to the
extent expressly permitted therein; (j) enter into any arrangement or agreement
under which any third party pays Affiliate fees, revenue payments and/or royalties
for any search results and/or advertising results derived from the Search
Services;(k) directly or indirectly generate queries, or impressions of or clicks
on the Search Services’ search or advertising results, through any automated,
deceptive, fraudulent or other invalid means including, but not limited to, click
spam, robots, macro programs, and Internet agents); (l) encourage or require end
users or any other persons, either with or without their knowledge, to click on
advertising results through offering incentives or any other methods that are
manipulative, deceptive, malicious or fraudulent (each of the foregoing in
subsections (k) and (l), a “Fraudulent Act”); (m) modify, adapt, translate,
prepare derivative works from, decompile, reverse engineer, disassemble or
otherwise attempt to derive source code from any Search Services, the applicable
protocol, or any other related technology, content, data, routines, algorithms,
methods, ideas design, user interface techniques, software, materials, and
documentation; (n) remove, deface, obscure, or alter any Service Provider’s
copyright notices, trademarks or other proprietary rights notices affixed to or
provided as a part of any Search Services, their protocols, or any other related
technology, software, materials and documentation; (o) “crawl”, “spider”, index or
in any non-transitory manner store or cache information obtained from the Search
Services (including, but not limited to, search results and/or advertising
results, or any part, copy or derivative thereof); (p) create or attempt to create
a substitute or similar service or product through use of or access to any of the
Search Services or proprietary information related thereto; or (q) engage in any
action or practice that reflects poorly on a Service Provider or otherwise
disparages or devalues such Service Provider’s reputation or goodwill.

5. Additional Terms and Conditions. Affiliate acknowledges and agrees to


the additional terms and conditions set forth below in consideration of the
revenue sharing provided under Section 7 of this Addendum:

(a) to the extent permitted by applicable law or any agreement, none of the
Service Providers have any liability for any damages, whether direct, indirect,
incidental or consequential, arising from the Affiliate Websites’ access to or use
of the Search Services; (b) the Service Providers provide to Affiliate no
warranties with respect to the Search Services, including without limitation,
implied warranties and warranties for merchantability, fitness for a particular
purpose, and non-infringement; (c) Affiliate will strictly maintain the
confidentiality of the Service Providers’ confidential information, consistent
with the terms and conditions specified by Glam; and (d) Affiliate has no
ownership in any intellectual property rights in and associated with the Search
Services.

6. Suspension and Termination of Glam Services to Affiliate Websites.

Affiliate further acknowledges and agrees to the additional terms and conditions
set forth below in consideration of the revenue sharing provided under Section 7
of this Addendum:

(a) Glam retains the right to immediately suspend or terminate Affiliate Websites
right to use, display or access any Glam Service upon written notice to the
Affiliate.

(b) If the applicable services agreements or any applicable order forms between
Glam and its Service Providers terminate or expire, all Affiliate Websites’ rights
to use, display and/or access any Search Services shall cease.

(c) In the event that any Service Provider provides Glam with written notice that
(1) an Affiliate Website is in breach of the requirements of the applicable
services agreement and/or this Addendum or (2) the Service Provider reasonably
suspects such a breach, Glam shall: (i) immediately suspend (as defined below) its
distribution of Search Services to the applicable Affiliate Website or, if the
breaching Affiliate Website is a part of a group of Affiliate Websites that has
been assigned a single client ID, immediately suspend its distribution of the
Search Services to such group of Affiliate Websites, and (ii) terminate this
Addendum between Glam and Affiliate if such breach is not cured by Affiliate to
the Service Provider’s satisfaction within five (5) business days of Glam’s
receipt of notice from its Service Provider. As used in this Addendum, the term
“suspend” shall mean that upon the Service Provider’s written request, Glam will
immediately remove or cause to be removed any Search Services implemented or
displayed on the applicable Affiliate Websites, and the Service Provider may
immediately deactivate such Affiliate Websites’ access to any Search Services.
The duration of any suspension will be until such time as the Service Provider is
reasonably satisfied that no breach by the applicable Affiliate Website has
occurred, the applicable Affiliate Website has cured the breach giving rise to
such suspension, or this Addendum has been otherwise terminated.

(d) In addition, upon written notice, Glam may immediately terminate this Addendum
if: (i) an Affiliate Website engages in any activity prohibited by this Addendum
or is in material breach of the requirements of this Addendum more than twice
notwithstanding any cure of such breaches; or (ii) if Glam determines in its sole
reasonable discretion that the display of the Search Services’ results or
advertisements on an Affiliate Website damages or has damaged a Service Provider’s
brand, reputation or goodwill.

(e) In the event of any breach by an Affiliate Website, Glam will either pursue
any available remedies against the Affiliate to the fullest extent permitted by
the Agreement and applicable law, or assign any claims Glam may have to its
Service Provider, including potentially giving the Service Provider full control
and sole authority over the claim.

7. Compensation and Revenue Share.

In consideration of the services to be performed by Affiliate pursuant to this


Addendum, Glam agrees to compensate Affiliate as follows:

(a) Fees for Additional Units.

Net Advertising Revenue received by Glam from the Glam Services placed on the
pages of the Affiliate Website in advertising units which shall not include the
Banners already defined in the Agreement (the “Additional Units”), shall be shared
25% to Glam and 75% to Affiliate. Glam Services placed in Banners shall be paid
out according to terms defined in the Agreement. With each remittance from Glam
as set forth in this Section 7.a, Glam shall provide Affiliate with a statement
setting forth the fees earned by Affiliate during the preceding month.

(b) Confidentiality of Fact and Amount of Payment.

Affiliate covenants and agrees to keep strictly confidential the fact and amount
of the payment under this Addendum, and shall not disclose such information to any
other person or entity, unless required by applicable securities or other laws,
law or disclosed in confidence to Affiliate’s attorneys.

8. No Joint Venture. Nothing contained in this Agreement will be construed as


creating a joint venture, partnership or employment relationship between the
parties hereto, nor will either party have the right, power or authority to create
any obligation or duty, express or implied, on behalf of the other.

Attachment D

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into and effective as


of the date of this form submission, 2007 between Glam Media, Inc and Affiliate
(the Affiliate), which are referred to herein separately as a “party” or together
as the “parties”.)

RECITALS:

A. The parties are interested in entering into discussions which may lead
to one party (the “Receiving Party”) obtaining disclosure of confidential
information by from the other party (the “Disclosing Party”) for the purposes of
evaluating and/or entering into a affiliate linkage and advertising services
arrangement.

B. In connection therewith, Disclosing Party may also disclose certain


information concerning its businesses, products and contract terms, a portion of
which information is regarded as confidential or proprietary and which may include
valuable commercial assets. The parties desire to provide for a means of
determining which information is confidential or proprietary information and for
the respective rights and duties of the parties with respect thereto.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein,
the parties hereto agree as follows:

1. Definitions.

As used herein:

a. The term “Information” shall mean all information relating to the


products, designs, inventions, research, trade secrets, personnel, business,
financial condition or prospects of the Disclosing Party, or which the Disclosing
Party obtained from a third party, that is furnished to the Receiving Party by the
Disclosing Party or its agents, or is obtained by the Receiving Party through its
inspection of the Disclosing Party’s property.

b. The term “Confidential Information” shall mean all Information that the
Disclosing Party protects against unrestricted disclosure to others and which: (i)
if in written or other tangible form, is clearly designated as “Confidential” or
“Proprietary”; and (ii) if disclosed orally, is designated to be “Confidential” at
the time of its disclosure or which under the circumstances surrounding disclosure
ought to be treated as confidential. By way of illustration, but not limitation,
Confidential Information may include equipment, products, inventions, concepts,
designs, drawings, schematics, plans, production specifications, source code,
libraries, agents, applets, script, JavaScript, object classes, software
architecture, object code, flowcharts, source listings, software-related
documentation, databases, structures, formulas, algorithms, techniques, processes,
circuits, computer disks or tapes whether machine or user readable, business
plans, market data, market studies and analyses, financial information, data
regarding suppliers and customers, and confidential information received from
third parties. Confidential Information shall include all copies, reproductions,
photographs, images, records, and extracts thereof, as well as all notes and
summaries prepared by the Receiving Party from Information of the Disclosing
Party which is Confidential Information.

2. Protection of Confidential Information.

Receiving Party agrees, with respect to any Confidential Information received by


it:

a. To hold and use such Confidential Information in confidence, to take


all necessary and reasonable precautions to prevent disclosure of such
Confidential Information, including, without limitation, precautions at least as
great as the methods and degree of care the Receiving Party uses to prevent
disclosure of its own proprietary and confidential information and to use such
Confidential Information solely for the purpose(s) expressed in Recital A of this
Agreement;

b. To disclose Confidential Information only to the Receiving Party’s


officers, employees and consultants on a need-to-know basis;

c. To request all persons receiving Confidential Information to agree to


abide by the Receiving Party’s obligations with respect to the Confidential
Information and require that each shall have executed or shall execute appropriate
written agreements sufficient to enable the Receiving Party to comply with all of
the provisions of this Agreement;

d. To notify the Disclosing Party immediately upon discovery of any


unauthorized use or disclosure of Confidential Information or any other breach of
this Agreement by Receiving Party and in every reasonable way to cooperate and to
assist the Disclosing Party to regain possession of the Confidential Information
and to prevent its further unauthorized use; and

e. To promptly return the Confidential Information existing in any


tangible form to the Disclosing Party and destroy all Confidential Information of
the Disclosing Party stored electronically or otherwise as part of any data
storage system, at any time upon the request of the Disclosing Party, which return
and destruction shall be certified under oath if so requested by the Disclosing
Party.

3. Limitations.

The Receiving Party shall not be obligated to treat Information as Confidential


Information if such Information:

a. Was rightfully in the Receiving Party’s possession or was rightfully


known to the Receiving Party prior to receipt from the Disclosing Party; or
b. Is or becomes public knowledge without the fault of the Receiving Party
; or

c. Is or becomes rightfully available to the Receiving Party without


confidential restriction from a source not bound by a confidentiality obligation
to the Disclosing Party; or

d. Is independently developed by the Receiving Party without use of the


Confidential Information disclosed hereunder; provided, however, that the burden
of proof of such independent development shall be upon the Receiving Party; or

e. Is required to be disclosed pursuant to court or government action, or


applicable securities laws; provided, however, that the Receiving Party must give
the Disclosing Party reasonable prior notice of disclosure pursuant to such court
or government action, and the Information shall continue to be treated as
Confidential Information for all other purposes.

The obligations of confidentiality and other restrictions imposed under Section 2


hereof shall terminate with respect to any Confidential Information which ceases
to be Confidential Information in accordance with this Section 3.

4. Ownership; No Implied License or Permission to Use.

No license, right, title or interest is granted, directly or indirectly, by the


Disclosing Party in or to any Information, patent, copyright, trade secrets,
Derivative, or other property as a result of conveying Information to the
Receiving Party, except such license or other rights as may be mutually and
expressly agreed upon between the parties by separate written agreement. For the
purposes of this Agreement, Derivative shall mean (i) for copyrightable or
copyrighted material, any translation, abridgment, revision or other form in which
an existing work may be recast, transformed or adapted; (ii) for patentable or
patented material, any improvement thereon; and (iii) for material which is
protected by trade secret, any new material derived from such existing trade
secret material, including new material which may be protected by copyright,
patent and/or trade secret. Receiving Party further agrees that, notwithstanding
the respective proprietary positions in any Information or objects disclosed to
it, it will not undertake, or allow others, to reverse engineer, decompile or
disassemble, any equipment, media, software or other Confidential Information
disclosed to it, nor will Receiving Party use any Confidential Information except
for the purpose(s) specified in Recital A of this Agreement.

5. Warranties and Disclaimers.

Disclosing Party warrants that it has the unqualified lawful right to transmit,
exchange and otherwise control and dispose of the Information that it supplies
under this Agreement. Nothing herein requires the disclosure of any Information
by Disclosing Party or requires either party to proceed with any proposed
transaction or relationship in connection with Information disclosed. No other
rights, obligations or warranties, implied or express, are deemed to arise between
the parties out of the performance of this Agreement other than those expressly
recited herein or mutually agreed to in writing by a separate agreement.
Receiving Party understands that Disclosing Party makes no representation or
warranty as to the accuracy or completeness of any Information furnished by it
hereunder, except to the extent expressly set forth in a definitive agreement
executed between the parties to effect the contemplated transaction.

6. No Waiver.

None of the provisions of this Agreement shall be deemed to have been waived by
any act or acquiescence on the part of either party, its employees or agents, but
only by an instrument in writing signed by an authorized officer of the respective
party. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision or of the same provision on another occasion.

7. No Export.

Neither party shall export any Information to any country in violation of the
United States Export Administration Act and regulations thereunder, to any end-
user who has been prohibited by U.S. law or regulations from participating in U.S.
export transactions, or in violation of any other U.S. export restrictions.

8. Assignment.

The Disclosing Party may freely assign its rights under this Agreement to any
entity formed or controlled by the Disclosing Party. The Receiving Party may
assign its rights under this Agreement only to a third party which acquires a
majority voting interest in the Receiving Party or which acquires substantially
all of the assets of the Receiving Party, provided that all of the rights and
obligations contained herein shall inure to the benefit of and be binding upon any
such assignee.

9. Entire Agreement.

This Agreement, including its recitals, contains the entire understanding between
the parties and supersedes all prior or contemporaneous communications,
agreements, and understandings between the parties with respect to the subject
matter hereof. This Agreement may be modified only by a written amendment
executed by both parties and made a part hereto by incorporation.
10. Governing Law.

The validity and interpretation of this Agreement and the enforcement thereof
shall be governed by the laws of the state of California without regard to any
principles governing conflicts of laws.

11. Attorneys’ Fees.

The prevailing party in any action brought for the enforcement or interpretation
of this Agreement shall be entitled to receive from the losing party a reasonable
sum for its actual out of pocket attorneys’ fees and costs of litigation, in
addition to any other relief to which it may be entitled.

12. Equitable Remedies.

Each of the parties acknowledge that the unauthorized disclosure of Confidential


Information will diminish the value of the proprietary interests of the
Disclosing Party therein and may cause irreparable damage, including loss of
profit, reputation and good will. Accordingly, it is agreed that if Receiving
Party breaches its obligations hereunder, Disclosing Party shall be entitled to
equitable relief to protect its interests, including but not limited to injunctive
relief, as well as monetary damages.

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