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:
Networks Reporting
(b):Nielsen Netratings TAL:
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 “
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 (“
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
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
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:
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
(2)
Placement in the
(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
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.
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Glam Media, Inc.: |
AFFILIATE: |
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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. |
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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:
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
Request for the Assignment of Syndicated
Report
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