YO! BOX TERMS OF USE

Yo.com Inc. ("Yo.com") shall provide you ("Affiliate") the HTML code to place Yo.com's dynamic merchandising link (the "Yo! Box") on your web site ("Affiliate Site") in order for you to participate in the Yo! Box Service in accordance with these terms of use. We may update these terms of use from time to time without notice to you, and we reserve the right to modify them at any time, in our discretion. The terms of use can be found at http://www.yo.com/affiliates/terms.html. Your continued use of the Yo! Box after modification of these terms of use constitutes your acceptance of any such modifications. If you do not accept any such modifications, you must terminate your participation in the Yo! Box Service.

1. SCOPE OF SERVICES

1.2 Description of Yo! Box Service: For each visitor to the Affiliate Site, the Yo! Box, which is hosted on Yo.com's server, will: (a) select products from the product catalog (the "Product Catalog") of merchants currently enabled for use of the Yo! Box Service (the "Featured Merchants"); and (b) display a description of the selected products (and for some products, show an image or a photograph of the products). If applicable for the particular Featured Merchant, Affiliate shall be able to choose categories of products from the Product Catalog to display to visitors to the Affiliate Site, using the management tools provided for the Yo! Box Service on the Yo.com web site. If a visitor clicks on a description of a selected product in the Yo! Box, the visitor will be transferred to a web page on the Featured Merchant web site. It is expressly understood and agreed that any compensation due to Affiliate with respect to purchases made through the Yo! Box is payable solely by the Featured Merchant and not by Yo.com.

1.3 Enrollment in Yo! Box Service: In order to apply for enrollment in the Yo! Box Service as an Affiliate, you must: (a) provide complete and accurate enrollment information including your email address; (b) be an affiliate of, and provide your affiliate tracking ID(s) for, one or more of the Featured Merchants; and (c) select a user name. Once you are accepted for enrollment, Yo.com shall provide to you: (i) the HTML code which will allow you to create the Yo! Box and incorporate it on your Site; and (ii) the tools which will allow you to customize certain aspects of the appearance and behavior of the Yo! Box to conform to your Site. Notwithstanding the foregoing, Yo.com may determine (in its sole discretion) that a Featured Merchant and/or Affiliate Site is unsuitable for the Yo! Box and may restrict, suspend or terminate Affiliate's Yo! Box Service at any time.

2. TERM AND TERMINATION

2.1 Term: This Agreement shall commence on the Effective Date (defined below) and shall continue thereafter until terminated by either party by providing e-mail notice thereof to the other party ("Termination Notice").

2.2 Termination: Any Termination Notice sent to Yo.com shall be sent to the following e-mail address: [email protected]. Any Termination Notice sent to Affiliate shall be sent to the e-mail address provided by Affiliate in the enrollment information section. Upon termination of this Agreement, Affiliate warrants and represents it shall (a) remove the Yo! Box and any other Yo.com proprietary marks from the Affiliate Site; and (b) immediately destroy all copies of the HTML code, customization tools that are still in its possession and any other materials provided to Affiliate in connection with Yo! Box Service.

3. CUSTOMER PRIVACY

3.1 Affiliate affirms and agrees to abide by the Guidelines for Online Privacy Policies as set forth by the Online Privacy Alliance (the "OPA") at: http://www.privacyalliance.org/resources/ppguidelines.shtml/.

3.2 Affiliate understands, acknowledges, and agrees that Yo.com intends to incorporate the following language into the Yo! Box in a manner to be determined by Yo.com in its sole discretion:

"[Affiliate] has entered into a business relationship with Yo.com in order to better serve your needs and to improve your user experience at the [Affiliate] site. Yo.com is a provider of personalization and recommendation solutions designed to provide our users with personalized suggestions of products or content that may be of particular interest to you. Yo.com does not collect any personally identifying information from users, such as names or contact information, but instead only analyzes users' browsing and purchasing activities in an anonymous fashion and compares these activities to those of other users in order to generate personalized suggestions based on these comparisons. In this way, the Yo.com technology accurately learns and can predict what an individual might like or be interested in purchasing, but without having to collect, store, or share any personally identifying information that could be used to compromise a user's privacy.

"Yo.com uses 'cookies' to assist in this process. A cookie is a piece of data that is stored on a user�s hard drive and which, with respect to the cookies used by Yo.com, contains only certain non-personally identifying information about the user's browsing and purchasing activities. Yo.com uses these cookies in order to track and target the interests of users so that their experience on [Affiliate's] site will be enhanced.

"In order for Yo.com's technology to perform effectively and to enhance its ability to provide personalized suggestions of products and content to users, Yo.com may combine information collected from users about their anonymous browsing and purchasing activities with similar information collected from other users, some of which are users of the [Affiliate] site and some of which are users of other, different web sites, called "member sites," with which Yo.com also has business relationships. When a user makes a purchase at any member site, the member site may collect and share that information with Yo.com so that Yo.com can tailor member sites and [Affiliate's] site to the particular preferences of their users.

"Any information that Yo.com collects in order to perform this service is solely owned by Yo.com. Yo.com will not sell, share, or rent this information to any third party. Yo.com takes every reasonable precaution to protect the security of any information collected. Only those Yo.com employees who need access to any collected information in order to perform specific jobs are granted access to the information, and all Yo.com employees have signed non-disclosure agreements that obligate them to keep this information strictly confidential. All Yo.com employees are also kept up-to-date on all Yo.com security and privacy policies and practices. Any time that new policies are adopted by Yo.com, its employees are notified of such changes and are reminded about the importance that Yo.com places on privacy matters, and they are also reminded about what they can do to ensure that any information collected by Yo.com is carefully protected. Finally, the servers on which Yo.com stores any collected information are kept in a secure environment, behind a locked cage.

'If you do not wish to have the type of information described above collected from you, you need only click where indicated below in order to let us know. By choosing not to have this information collected, you may not receive certain aspects of the personalized user experience made possible by the Yo.com technology, but your use of [Affiliate's] site will otherwise be in no way affected. Also, if you have any questions about Yo.com's privacy policies or its use(s) of collected information, please feel free to contact Yo.com by sending an email to [email protected]."

3. OWNERSHIP

3.1 Yo.com Materials: All software, HTML code, source code, object code, customization tools, materials, ideas, designs, logos, formats, the Yo! Box, the Yo.com web site and any content created or provided by Yo.com ("Yo.com Materials") shall remain the sole and exclusive property of Yo.com, including, without limitation, all copyrights, trademarks, patents, trade secrets and any other proprietary rights. Affiliate shall not alter, mutilate, dilute, create derivative forms of, or otherwise change the Yo.com Materials in any way except as provided for herein without Yo.com's express prior written approval.

3.2 Affiliate Materials: All materials, ideas, designs, formats, the Affiliate Site and any content created or provided by Affiliate ("Affiliate Materials") (but not including the customized Yo! Box) shall remain the sole and exclusive property of Affiliate, including, without limitation, all copyrights, trademarks, patents, trade secrets and any other proprietary rights. Affiliate shall be solely responsible for the development, operation and maintenance of all content and services on the Affiliate Site and the Affiliate Materials.

3.3 License: Yo.com hereby grants Affiliate a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Yo! Box and such other Yo.com logos and text (the "Yo Marks") for which Yo.com grants express permission, solely for the purpose of identifying Affiliate's site as a participant in the Yo! Box Service. Affiliate may not modify the Yo Marks or any images or trademarks in any way. Yo.com reserves all of rights in the Yo Marks or any other images, trade names and trademarks, and all other intellectual property rights. Except as provided herein, Affiliate agrees that it has no rights, title or interest in or to the Yo Marks or other images, trademarks or tradenames provided to it by Yo.com and all uses of such materials by Affiliate will inure to the benefit of Yo.com.

4. WARRANTIES Affiliate represents and warrants that it: (a) has full power and authority to enter into this Agreement; and (b) has a legal affiliate agreement in force with one or more Featured Merchants (defined above).

5. INDEMNITY Affiliate shall defend, indemnify and hold Yo.com, its officers, employees and/or assigns harmless from any and all actions, claims, liabilities, damages, losses, costs or expenses, including reasonable outside attorneys' fees, arising from or relating to (a) Affiliate's breach of any of its representations, warranties or obligations under this Agreement; (b) Affiliates use of the Yo! Box and participation in the Yo! Box Service; (c) content on and operation of the Affiliate Site; or (d) Affiliate's relationship with the Featured Merchant. This paragraph shall survive termination of this Agreement.

6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY YO.COM SHALL NOT BE LIABLE FOR ANY TRANSMISSION OR OTHER ERRORS THAT PREVENT IT FROM PROVIDING THE YO! BOX AND THE YO! BOX SERVICE. EXCEPT AS EXPRESSLY WARRANTED HEREIN, BOTH THE CONTENT AND SERVICES OFFERED BY YO.COM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YO.COM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, RELIABLE, SECURE OR ERROR-FREE AND EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE MATERIALS CONTAINED THEREIN, THE SERVERS USED OR THE GOODS OR SERVICES OFFERED BY YO.COM. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY'S PERFORMANCE OR NONPERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, HOWEVER, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR INDEMNIFICATION OBLIGATIONS HEREUNDER.

7. GENERAL INFORMATION This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes all negotiations, preliminary agreements and all prior and contemporaneous discussions and understandings of the parties in connection with the subject matter hereof. There Terms of Use, any supplements, exhibits and schedules are hereby incorporated into and made a part of this agreement. This Agreement, or any provision thereof, may be modified or waived only by a writing signed by the parties hereto.

8. INDEPENDENT CONTRACTORS Affiliate(s) and Yo.com are independent contractors with respect to each other. Nothing contained herein shall create any partnership, joint venture, employee or agency relationship between Affiliate(s) and Yo.com.

9. INDEPENDENT INVESTIGATION AFFILIATE ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF USE AND AGREES TO THEM. AFFILIATE UNDERSTAND THAT YO.COM MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT AFFILIATE REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE�S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE YO! BOX SERVICE AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

10. GOVERNING LAW This Agreement shall be construed in accordance with and shall be governed by the law of the United States and the State of New York applicable to agreements made and to be performed in the State of New York (without reference to choice of law rules). Any action relating to this Agreement must be brought in the federal or state courts located in New York City, New York and Affiliate hereby irrevocably consents to the jurisdiction of such courts.