MagMall Partner Program Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the MagMall Partner Program (the "Program"). As used in this Agreement, "we" means Magazine Mall, Inc., "you" or "Referral Party" means the applicant, "magazine subscription" means any item offered for sale in the MagMall catalog. "Site" means a World Wide Web site and, depending on the context, refers either to the MagMall site or to the site that you will use to link to the MagMall site.

Enrollment in the Program

1. To begin the enrollment process, you will submit a completed Partner Program application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Partner Program. Unsuitable sites include, for example, sites that:
• promote sexually explicit materials;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• promote illegal activities; or
• violate intellectual property rights.

If we reject your application, you are welcome to re-apply to the Partner Program at any time.

If we accept your application, we will assign you a "Partner Identity Number" which will be used to track all commissions earned for referred sales.

2. Listing Magazines on Your Site

   You may select one or more magazines to list on your site. For each selected magazine, you may display on your site a short description, review or other reference. You will be responsible for the content, style and placement of these references.
• You will provide a special link from each magazine reference on your site to the MagMall website.
• You may add or delete magazines (and related links) from your site at any time without our approval.

3. Order Processing

   • We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.
   • We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns and will handle customer service.
   • We will track sales made to customers who purchase magazine subscriptions who have been referred by you.
   • We will send you reports summarizing the sales activity in your Partner Account. The form, content and frequency of the reports may vary from time to time in our discretion.

4. Referral Commissions

   • We will pay you referral commissions on all magazine subscription sales to third parties when full payment has been received and such purchase is made using our online ordering system, our toll-free number or an order form is faxed or mailed.
   • Even if you only link to one magazine on our site, you will earn a commission on all magazines purchased during a purchase session as long as your "Partner Identity Code" accompanies the completed order in the manner described in the next paragraph.
   • To permit accurate tracking, reporting and commission accrual, we only pay a commission if :
   • The magazine purchaser identifies you as the "Referring Party" on the Billing Information Screen, unless the magazine purchaser entered the MagMall site through a link which contains your "Partner Identity Code" and such information is included in the order. Note that any Partner information in the referral link will override any selection of a Referring Party made on the Billing Information Screen.
   • Delivery of the magazine subscription at the shipping destination is accepted.
   • If a magazine purchaser enters the MagMall site directly (and not through a link which contains your "Partner Identity Code") then you do not earn a commission unless the purchaser identifies you as the "Referring Party" on the Billing Information Screen - This is your second chance to earn a commission.
   • The Program is intended for commercial use only, and you may not purchase magazine subscriptions through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.

5. Commission Structure

   You will earn referral commissions based on the sale price of qualifying magazine subscriptions, according to commission structures to be established by us from time to time. Sale price means the sale price listed in our catalog and excludes shipping, handling, and taxes. The current commission structure is:
• 20% for each magazine subscription that, on the date of order, is listed in our catalog

6. Commission Payment

• We will pay you referral commissions on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on magazine subscriptions that were shipped during that quarter, less any taxes that we are required by law to withhold.
• If the fees payable to you for any calendar quarter are less than $100.00, we will hold those fees until the total amount due is at least $100.00, or (if earlier) until this Agreement is terminated.
• If a magazine subscription that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.

7. Policies and Pricing

• Customers who buy magazine subscriptions through this Program will be deemed to be customers of MagMall. Accordingly, all MagMall rules, policies and operating procedures concerning customer orders, customer service and magazine subscription sales will apply to those customers.
• We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for magazine subscriptions sold under this Program in accordance with our own pricing policies.
• Magazine subscription prices and availability may vary from time to time. Because price changes may affect magazines that you already have listed on your site, you may not include price information in your magazine subscription descriptions.
• We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular magazine subscription.

8. Identifying yourself as an Partner

   We may make available to you a small graphic image that identifies your site as a Partner Program participant. You will prominently display this logo or the phrase "In association with MagMall " somewhere on your site. The logo or phrase must be linked to the following message:

   MagMall encourages you to visit [sponsoring Web site name] often to see what new magazine subscriptions they've selected for you. Thank you for shopping with a MagMall Partner.

   We may modify the text or graphical image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to the MagMall home page at http://www.magmall.com.

9. Limited License

   We grant you a non-exclusive, revocable right to use the icon and message described in the Section entitled "Identifying Yourself as a Partner", and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the icon, the message or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks and all other intellectual property rights. We may revoke your license at any time, by giving you written notice.

10. Responsibility for your Site

    You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
• the technical operation of your site and all related equipment;
• creating and posting magazine descriptions on your site and linking those descriptions to our website;
• the accuracy and appropriateness of materials posted on your site (including, among other things, all magazine subscription-related materials);
• for ensuring that materials posted on your site 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
• for ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of your site.

11. Term of the Agreements

    The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related magazine subscription orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties

    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

14. Limitation of Liability

    We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.

15. Disclaimers

    We make no express or implied warranties or representations with respect to the Program or any magazine subscriptions sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

    This Agreement will be governed by the laws of the United States and the State of Delaware, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Delaware, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.