INTRODUCTION

You ("Publisher" or "you") and Yahoo! Inc., a Delaware corporation, of 701 First Avenue, Sunnyvale, CA 94089 ("Advertiser" or "Yahoo") have each entered into separate service agreements with Commission Junction, Inc. ("CJ"). Publisher has entered into a "Publisher Service Agreement" with CJ for its participation in the Network Service. This Yahoo! Corporate Affiliate Agreement ("Affiliate Agreement") is applicable to Publisher's membership in Advertiser's Yahoo! Corporate Affiliate "Program" (as defined in the Publisher Service Agreement) and modifies certain terms and conditions of the Publisher Service Agreement with respect to Publisher's participation in Advertiser's Program only. Publisher acknowledges that it may participate in Advertiser's Program only under the terms and conditions set forth below, and that subsequent to Publisher accepting this Affiliate Agreement, Advertiser will, in its sole discretion, determine whether or not to accept Publisher into Advertiser's Program. If Advertiser rejects Publisher's application, Publisher may reapply to the Program upon compliance with this Affiliate Agreement and correction of the basis for rejection. Any Advertiser content, trademarks, logos, service marks, trade dress, slogans, copyrighted or other proprietary material, or links contained therein, that are authorized by Advertiser to be provided to Publisher through the Network Service is considered "Advertiser Content."

AGREEMENT

For value received, Publisher covenants to CJ and Advertiser as follows:

1. INCORPORATION

The introductory paragraph above is incorporated herein, and any capitalized term herein that is not defined will have the meaning set forth in the Publisher Service Agreement.

2. ORDER OF PRECEDENCE

In the event of an inconsistency between the Publisher Service Agreement and this Affiliate Agreement, this Affiliate Agreement will control.

3. ONGOING COMPLIANCE

Publisher's continuing compliance with this Affiliate Agreement is a condition of continuing participation in the Program. Advertiser reserves the right to review and audit Publisher's Web site and/or advertising practices from time to time to determine if Publisher is in continued compliance with this Affiliate Agreement. Publisher's Web site must be and remain fully functional. Advertiser may reject or terminate Publisher if its Web site is not live, is "under construction", or if Publisher's Web site is a personal homepage or personal Web site.

4. COMMISSION

Publisher will be paid the Commission set forth in the Publisher Application and Program Terms as determined by Advertiser and displayed on the Network Service at the time of the qualifying transaction, according to the terms set forth in the Publisher Service Agreement. Publisher acknowledges that notwithstanding anything to the contrary in the Publisher Service Agreement, there may be up to 14 days of delay between the reporting of the qualifying transaction and the reporting of Publisher's commission through Publisher's Account page in the Network Service, and adjustments for chargebacks may be made up to 40 days after the reporting of the qualifying transaction.

5. ADULT CONTENT AND OTHER UNACCEPTABLE CONTENT

Publisher may not post adult-oriented content on any page on which the Advertiser Content appears. Advertiser considers content to be "adult" if it contains nudity or obscenity, sexually explicit, pornographic, or lewd material, or is otherwise intended for sexual gratification or is inappropriate for minors, as determined in Advertiser's sole discretion. Publisher may not post any offensive content or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Advertiser's sole discretion.

6. USE OF ADVERTISER CONTENT; PROHIBITED ACTIVITIES

Notwithstanding Section 4 of the CJ Publisher Service Agreement entitled, "Proprietary Rights and Licenses", Publisher agrees that it is sublicensed only the exact Advertiser Content provided by Advertiser through the Network Service and only in the form and manner available from and as specified in the Network Service. Publisher is not granted any other rights to use any intellectual property of Advertiser. Advertiser shall have complete discretion to evaluate Publisher's use and to decide whether that use violates any applicable terms and conditions of this Agreement or any provision of law.

(a) Publisher may not distribute, transfer, sublicense or otherwise use Advertiser Content in any manner which is not specifically authorized by this Affiliate Agreement or which is inconsistent with any term of this Agreement or provision of law.

(b) Publisher acknowledges that Advertiser owns and will retain all right, title, and interest in the Advertiser Content, including, without limitation, any proprietary rights which may be developed in the future. Publisher's use of Advertiser Content inures exclusively to the benefit of Advertiser, and Publisher obtains no rights in Advertiser Content via Publisher's use thereof.

(c) Publisher will ensure that the presentation of the Advertiser Content is consistent with Advertiser's own use of the Advertiser Content in comparable media. Publisher promptly and at Publisher's expense will make any changes to its use of the Advertiser Content as are requested by Advertiser.

(d) Publisher will not make any material alteration, and will not remove or modify any trademark, service mark, or privacy policy link or other notices from the Advertiser Content. Publisher will use best efforts to replace any Advertiser Content displayed on its site with any new Advertiser Content provided by Advertiser immediately after receiving notice from Advertiser or from the Network Service of the new Advertiser Content, but in no event more than within 30 days after receiving notice from Advertiser.

(e) Publisher will not present or use Advertiser Content that, in Advertiser's sole discretion: (i) could be interpreted to suggest Publisher's editorial content has been authored by, or represents the views or opinions of Advertiser, or Advertiser's representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of Advertiser or any third party; (iv) as part of a name of a product or service of a company other than Advertiser; or (v) in any other manner inconsistent with any term of this Agreement or with any provision of law.

(f) Publisher may bid on search terms available from Web sites, search engines or other directory or referral services (e.g., Yahoo! Search Marketing, Google, etc., collectively "Search Engines"), provided that (i) Publisher's search terms, listing titles and descriptions, and the content of their Web sites do not violate the trademark, copyright or any other rights of Advertiser or any third party, as determined by Yahoo! in its sole discretion; and (ii) Publisher complies with the following guidelines, as determined by Yahoo! in its sole discretion:

     Publisher Ads shall not not bid notbe displayed in response to a keyword query containing Yahoo or any other Advertiser trademark, nor any confusingly similar term, and Publisher will not be paid for any transactions resulting from any such keyword or any phrase containing such keyword (including but not limited to Yahoo; Hot Jobs; Overture; and Y! Music). Publisher may be required to employ negative keyword matching to prevent violation of this guideline.

      if Publisher bids on permitted keywords (i.e. personals, dating, etc.) not in combination with Advertiser's trademarks, then all such advertising placements must comply with the Terms of Service for the Search Engine that will serve the advertising

(g) Publisher's site shall not in any way copy or resemble the look and feel of the Advertiser's site, nor shall Publisher create the impression that your site is a part of the Advertiser's network of sites. You shall not use Advertiser's trademarks, or any variation or misspellings thereof, in your URL, company name, business name or site name. You shall not scrape or frame, or permit the scraping or framing of any page of the Advertiser's network.

(h) Publisher will not register or use any domain names containing 1) any Yahoo! or other Advertiser trademark, or 2) any string that in Advertiser's sole opinion is confusingly similar to any Yahoo! or other Advertiser trademark.

(i) Publisher will not use, or include any Advertiser Content in, deceptive software download or computer settings practices to promote Advertiser, Advertiser Content, or Advertiser's Site. The deceptive practices prohibited include, but are not limited to, installing software without user knowledge, changing a user's home page without securing user permission, and offering downloadable software that does not include an uninstaller or that can not be uninstalled by Windows Add/Remove Programs. Advertiser will refuse all applications or signups from Publisher or any other party whom Advertiser believes participates in spyware, adware, parasiteware or similar types of techniques for driving internet traffic. We reserve the right to research and investigate Publisher or any other party and their respective activities and, at our sole discretion, determine whether or not these practices are in place. Publishers hereunder who are found to be in violation of this policy will be immediately terminated from the program and will forfeit all commissions paid or unpaid as of the date of such discovery. In that event, this Agreement will automatically terminate.

(j) The following entities are "restricted entities" and Publisher will not promote Advertiser, Advertiser Content, or Advertiser's Site in connection with such restricted entities: Kazaa, Gnutella, Musiccity, LimeWire, BearShare, Grokster, NeoNapster, WinMX, Music 369, 6arab, Musiclines, Cdcovers, Simplemp3s, OpenNap, Bit Torrent, Rocketnet, MP2P, eDonkey, Piolet, Xolox, Blubster, iMesh, Morpheus, QTrax. Advertiser reserves the right to update this restricted entities list at any time upon sending notice to Publisher, and such update will not constitute a material change under this Affiliate Agreement.

(k) Publisher will not use, or include any intervening windows, redirects, advertising or web pages, including but not limited to "pop-up or pop-under" windows (collectively "Pop-Ups") to promote Advertiser, Advertiser Content, or Advertiser's Site.

(l) Publisher may not offer, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the Advertiser's Service, including without limitation, payment of money, rebates, discounts, special offers, or other benefits. Publisher is solely responsible for publishing only current pricing info for Advertiser's Service.

(m) All promotional activities undertaken by you to promote Advertiser shall be made in accordance with all applicable laws and regulations. You shall not complete the online registration or otherwise interact with the Advertiser's Web site on behalf of any third party. You are only permitted hereunder to link third parties to the Advertiser's Web site. All information obtained at the Advertiser's Site from individuals linking to the Advertiser's Web site shall be the sole and exclusive property of Advertiser and you shall neither have access to such information nor use any device, technique or software to obtain such information or any other information from Visitors or from the Advertiser's Site.

(n) Publisher agrees to provide accurate, updated contact information at all times in order for Advertiser to communicate and provide payment to Publisher. Publisher's failure to provide accurate, updated contact information may result in delayed payment and/or termination, and Advertiser assumes no responsibility if payment cannot be made due to Publisher's failure to provide accurate, updated contact information.

(o) ANY UNAUTHORIZED USE OF THE ADVERTISER CONTENT IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. ALL RIGHTS NOT EXPRESSLY GRANTED BY ADVERTISER ARE RESERVED.

7. PROHIBITION ON PUBLISHER EMAIL ACTIVITIES

Publisher may not distribute any emails or newsletters containing Advertiser Content or otherwise promote Advertiser without the prior written permission of Advertiser. If Publisher desires to conduct an email or e-newsletter campaign containing Advertiser Content or promoting Advertiser, then Publisher must contact Advertiser and complete a Publisher Email Campaign Application. If approved by Advertiser, then Publisher will be required to enter into a supplemental agreement that will be appended to and incorporated into this Affiliate Agreement. Publisher shall forfeit to Advertiser any monies resulting from any breach of this Section 7, pursuant to Section 10 below.

8. LIMITED TO U.S. TARGETED USERS

Publisher will be allowed to participate in the Program so long as Publisher's Web site substantially services or targets U.S. residents. Publisher acknowledges that Visitors who subscribe to our service must pay in U.S. dollars.

9. PRIVACY POLICY

Publisher will not collect any personally identifiable or aggregated user data from Visitors through or by exploiting the Advertiser Content. Any Visitor data generated by Publisher's activities in connection with the Program will be the sole property of Advertiser.

10. MATERIAL BREACH

In addition to the list of material breaches in Section 2.3 (numbered a-k) of the Publisher Service Agreement, Publisher agrees that Advertiser may terminate Publisher from its Program immediately, and that Publisher shall forfeit to Advertiser all monies resulting therefrom, if (as determined by Advertiser in its sole discretion):

(a) Publisher has become or is threatened to become a litigant in an action which will adversely affect Advertiser's business; or

(b) Publisher sends unsolicited commercial email to Advertiser's users or relating to Advertiser in any way, hijacks, diverts or captures user traffic, provides false account information, falsely increases the number of Transactions; or

(c) Publisher fails to comply with any provision of this Affiliate Agreement or the Publisher Service Agreement, violates any right of any third party, or violates any provision of law.

11. NO REPRESENTATIONS

For the avoidance of doubt, the last sentence of Section 4.1 of the Publisher Service Agreement does not apply to the Advertiser-Publisher relationship. Further, Publisher agrees that it shall not, without the express written consent of Advertiser, (a) make statements that it is doing business with Advertiser or any of Advertiser's affiliates, or (b) use any distinctive brand features of Advertiser with any such permitted statement, and Publisher agrees to not make any representations, warranties or other public statements concerning Advertiser, Advertiser's Web site, product or services (including but not limited to pricing information, special offers, discounts, and testimonial text), Advertiser Content, or Advertiser's policies except as specifically permitted herein.

12. TERM AND TERMINATION

The term of this Affiliate Agreement shall be continuous, unless and until either party properly terminates this Affiliate Agreement, as follows: (i) Advertiser may provide Publisher with written notice of termination for any cause whatsoever, or for no cause; or (ii) Publisher may use the automated system within the Network Service to terminate its participation in the Program at any time without notice to Advertiser. Upon termination of this Affiliate Agreement, Publisher must immediately remove and cease using any Advertiser Content, Program Links or other distinctive brand features of Advertiser. Advertiser intends to terminate this Affiliate Agreement with any Publisher that fails to generate commissions during any consecutive 120 day period. Following termination of this Affiliate Agreement, Publisher agrees to forfeit to Advertiser any amount that were earned from Advertiser in breach of this Agreement or the Publisher Service Agreement, and for any costs of collecting same, including attorneys' fees.

13. RESPONSIBLITY FOR SITE/INDEMNIFICATION

Publisher will be solely responsible for the development, operation, and maintenance of its Web site(s) and for all content that appears on Publisher's Web site(s). For example, Publisher will be solely responsible for:

* technical operation of Publisher's Web site(s) and all related equipment;

* placement of Links to Advertiser as described above;

* accuracy, timeliness and appropriateness of content posted on Publisher's Web site(s);

* ensuring that materials posted on Publisher's Web site(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and

* ensuring that content posted on Publisher's Web site(s) is in compliance with this Affiliate Agreement, and not libelous or otherwise illegal.

Advertiser disclaims all liability for these matters. Further, Publisher agrees to indemnify and hold Advertiser, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from all claims, damages, demands, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Publisher's site, use of the Advertiser Content, violation of this Affiliate Agreement, or violation of any right of another party or any provision of law. Publisher will permit Advertiser, at its election, to assume and control the defense of any such claim at Publisher's cost. Publisher may not take any action inconsistent with this provision, and may not settle any claim relating to Advertiser without Advertiser's prior written consent.

14. MODIFICATIONS

Advertiser may modify any provision(s) of this Affiliate Agreement upon seven (7) days notice by notifying Publisher in writing, which may be through the Network Service. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, Program rules, and amendments to the terms of this Affiliate Agreement. If any modification is unacceptable to Publisher, then Publisher may terminate this Affiliate Agreement through the Network Service. Publisher's continued participation in the Program and compliance with such change(s) following Advertiser's notification will constitute Publisher's legally binding acceptance of such change.

15. CONFIDENTIALITY

The terms and conditions of this Affiliate Agreement and the Program Terms, including any information and statistics regarding Publisher's participation in the Program, are strictly confidential and may not be disclosed by Publisher to any third party. The restrictions in this Section 15 will not apply to confidential information that is required to be disclosed by the Publisher pursuant to judicial order or other compulsion of law, provided that Publisher shall provide to Advertiser prompt notice of such order and provided that Publisher shall reasonably seek to maintain confidentiality of the disclosure via an appropriate protective order.

16. GENERAL

The Publisher Service Agreement, the Advertiser's detail page on the Network Service and this Affiliate Agreement constitute the entire agreement between Publisher and Advertiser and govern participation in the Program, superceding any prior agreements between Publisher and Advertiser. This Affiliate Agreement and the relationship between Publisher and Advertiser shall be governed by the laws of the State of California without regard to its conflict of law provisions. Notwithstanding the choice of venue in the Publisher Service Agreement, Publisher and Advertiser agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California. The failure of Advertiser to exercise or enforce any right or provision of this Affiliate Agreement shall not constitute a waiver of such right or provision. If any provision of this Affiliate Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Affiliate Agreement remain in full force and effect. Publisher will not assign, transfer, sublicense, or otherwise delegate its rights under this Affiliate Agreement without the prior written consent of Advertiser. Any such assignment, transfer, sublicense or delegation in derogation of this provision shall be null and void.

17. PUBLISHER INFORMATION

Publisher authorizes Commission Junction to provide to Advertiser any and all information provided by Publisher to Commission Junction or otherwise obtained or created by Commission Junction in relation to Publisher at any time.

BY APPLYING FOR THE YAHOO! AFFILIATE PROGRAM AND CLICKING ON THE "I ACCEPT" ICON BUTTON YOU, PUBLISHER, ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THIS AFFILIATE AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT. Copyright © 2006 Yahoo! Inc. All rights reserved.