Guthy-Renker Corporation Operating Agreement for Affiliate Network
Last revised 3/4/2004

This Agreement defines your relationship with Guthy-Renker Corporation, the owner and/or exclusive licensee of the following products lines, among others: Proactiv Solution, Principal Secret, Dean Martin Roasts, Personal Power, Get the Edge, and Winsor Pilates. (“GRC Product Lines”). This Agreement contains the complete terms and conditions that apply to a party’s participation as an affiliate in the Affiliate Network of Guthy-Renker Corporation (the “Program”). As used in this Agreement, “we” means Guthy-Renker Corporation, Inc. (and its related entities), and “you” means the applicant party. “Site” means a World Wide Web site and, depending on the context, refers to a GRC Product Line website including but not limited to Proactiv.com, PrincipalSecret.com, DeanMartinRoasts.com, PersonalPower.com, WinsorPilates.com, or to the site that you will link to our site.

1. Enrollment in the Program

You may submit a completed Program application to begin the enrollment process. Submission of your application to the Guthy-Renker Corporation affiliate program implies acceptance to the terms set forth in this Agreement. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that contain illegal, offensive, infringing or objectionable content. If we reject your application, you may reapply to the Program at any time; however, you should not link to our Site unless you are approved for the Program.

2. Links

You will link your Site to areas within our Site using special URLs specified in the Program (the "Required URLs"). You may post as many links to the Required URLs as you like on your site. The position, prominence and nature of links on your Site shall comply with any requirements specified in this Agreement.

General Link to GRC Product Site Home Page: You may provide a general link on your Site to our Product Site home page(s) in a format to be approved by us. We will provide you with guidelines, content and graphical artwork to use in linking to our home page (“Product Information”). GRC may with or without notice (a) change, suspend or discontinue any aspect of an Product offer (b) remove, alter, or modify any graphic, banner, content, or text submitted by us to you for use in connection with the sale of our products ("GRC Content"). You agree to promptly implement any request from us to remove, alter or modify any your content or related content appearing on your site. Any failure by you to comply with the terms of this paragraph shall entitle us to, in addition to any other remedies available, withhold payment on any applicable sales due to you.

You may not engage in any marketing of GRC products through email or include links to GRC Product Sites in any email (“email marketing”) without express written permission from GRC. If you receive GRC’s express written permission to market GRC products or include links to GRC Product Sites through email marketing, any recipient of such email must have provided to you his or her prior express consent to receive such email. Email marketing that you conduct with GRC’s express written permission pursuant to this paragraph is subject to the same terms and conditions described in this Agreement for links from your Site to any GRC Product Site.

Any referral fees found to be accrued through unauthorized email marketing shall entitle us to, in addition to other remedies available, withhold payment on any applicable sales to you. If we are unable to separate authorized referral fees from other sales on your account, we may withhold all payments for sales from the date we are reasonably able to determine the email was initially sent through thirty (30) days after the date we are reasonably able to determine the email was sent.

You must never send email that includes a link to a GRC Product Site to recipients who have not expressly consented to receive the message. Such messages are Unsolicited Commercial Email, otherwise known as “UCE” or “spam.” The sending of spam that includes a link to a GRC Product Site will result in immediate termination from the Program and forfeiture of all referral fees earned.

Prohibitions: You understand and acknowledge that this Agreement is made between you and Guthy-Renker Corporation and is solely for the purpose of allowing you to link to the Guthy-Renker Corporation Product websites. You may not use the name Guthy-Renker Corporation, or any of its product names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future except as expressly authorized by this Agreement (collectively, “GRC Property”). In particular, you may NOT use the GRC Property, or any variation thereof, in metatags; you may NOT use the GRC Property, or any variation thereof, in hidden text or source code; you may NOT use the GRC Property, any variation thereof, in your domain name or any other part of your Universal Record Locator (URL); you may NOT engineer your site in such a manner that pulls Internet traffic away from Guthy-Renker Corporation or any of its GRC Product Sites. If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you may not state or simply that Guthy-Renker Corporation or any of its Sites endorse such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. You may not wrap or frame our Sites in any manner. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Guthy-Renker Corporation against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages. You understand that you may identify yourself as an “affiliate” or “authorized affiliate” in your advertising, but you may not use the words “Official Site” or in any way advertise or represent yourself as an official GRC property.

3. Order Processing

We will process product orders placed by customers who follow special links from your site to the GRC Product Sites in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and deliver this information to Linkshare. Linkshare will make reports available to you, in a manner of their choosing, summarizing this sales activity. The form, content, and timeliness of the reports may vary from time to time in our reasonable discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.

4. Referral Fees

We will pay you referral fees on certain product sales of qualified products, at GRC’s reasonable discretion, to third parties in authorized territories, as determined by GRC. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by Guthy-Renker Corporation) from your site to the GRC Product site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will not pay referral fees on any products that are added to a customer’s Shopping Cart after the customer has re-entered our site (other than through a special link from your site), even if the customer previously followed a link from your site to our site. Customer Service invoice adjustments and reorders are not eligible to earn
referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as “Qualifying Products.”

5. Fee Schedule

You will earn referral fees based on the sale price of GRC Products, according to fee schedules to be established by us. “Sale price” means the sale price listed on the GRC Product Site and excludes costs for shipping, handling, gift-wrapping, rebates, and taxes. The fee schedule to which you agree is listed in your LinkShare offer. All percentages listed are of "Gross Receipts" for those sales of GRC Products via an approved link from the Affiliate’s website(s)

"Gross Receipts" shall mean the (a) revenues generated by all initial sales of GRC Products to those Affiliate customers who (i) "clicked" from the Affiliates website during the term of this agreement, and (ii) then purchased GRC product(s) via GRC's shopping cart, less (b) refunds, returns, creditcard fees and chargebacks and shall not include costs or revenues associated with sales taxes and shipping and handling. Gross Receipts shall not include any other sale or service which GRC subsequently makes to such customer.

6. Fee Payment

Payments will be made as stated in your Offer terms, as per LinkShare standard payment procedures.

7. Policies and Pricing

You must link customers to GRC Product Sites through approved and available links where customers are to place orders directly with GRC. During the purchasing process, you may not collect or capture customer and billing information through any online or offline method yourself for redistribution. Customers who buy products through this Program will be deemed to be customers of Guthy-Renker Corporation without affecting their status as your customer. Accordingly, all Guthy-Renker Corporation rules, policies, and operating procedures concerning customer orders, customer service, and
product sales will apply to those customers with respect to their transactions at Guthy-Renker Corporation. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present current and accurate information, but we
cannot guarantee the availability or price of any particular product.

8. Identifying yourself as an Affiliate

We will provide you with a graphic image that identifies your site as a participant in the Program. You must display this image or the words “In association with Guthy-Renker Corporation’s Product Name (i.e., ProactivSolution, PrincipalSecret, PersonalPower, DeanMartinRoasts”) somewhere on your site. The logo or phrase may also be linked to the following message:

Guthy-Renker Corporation is proud to have (your name) as a participant in the Guthy-Renker Corporation Affiliate Program. We’ve agreed to ship products and provide customer service for orders we receive through special links on (your site). We encourage you to visit (your site) often. Thank you for shopping with a Guthy-Renker Affiliate. If you have a question about an order you’ve placed, please don’t hesitate to contact us.

We may modify the graphic image or this notice from time to time.

If your site is engaged in the practice of directing, transferring, or donating any portion of the Referral Fees paid to you by Guthy-Renker Corporation, you must provide the following message:

All donations, transfers and pledges of money to any schools, foundations or other types of charitable or philanthropic organizations are made at the sole direction of (your site) and, (if applicable) of (your site’s) members. Guthy-Renker Corporation is proud to have (your name) as a participant in the Guthy-Renker Corporation Affiliate Program. Guthy-Renker Corporation is not associated with any of the schools, charities or foundations associated with (your site) and makes no endorsement, express or implied of their activities. We’ve agreed to ship products and provide customer service for orders we receive through special links on (your site), but we are not
responsible for selecting, evaluating or making donations to any of the organizations associated with (your site). We encourage you to visit (your site) often. Thank you for shopping with a Guthy-Renker Corporation Affiliate. If you have a question about an order you’ve placed, please don’ t hesitate to contact us.

9. Limited License

We grant you a nonexclusive, revocable right to use the image and message described in Section 8 and such other images for which we grant express permission, including, the GRC Property, for the sole purpose of identifying your site as a Program participant and to assist in generating product sales, subject to the terms and conditions of this Agreement. You may not modify the image, the message, the GRC Property or any of our images in any way. We reserve all of our rights in the image, the message, the GRC
Property, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see below), as those may change from time to time.

We may revoke your license at any time by giving you prior notice.

10. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. For example, you will be solely responsible for:

· the technical operation of your site and all related equipment
· the accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials)
· 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)
· ensuring that content posted on your site is not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without imitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your Site and/or any of your representations and warranties set forth herein.

11. Terms of the Agreements

The terms 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 prior notice of termination. Upon termination, all Guthy-Renker Corporation and Product related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related
orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. 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. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. 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 AND/OR SENDING YOU THE CHANGE NOTICE
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.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

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 REPRESENTATIONS, GUARANGEE, 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 California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having venue in or for Los Angeles, California 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 enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.

Guidelines for Using the GUTHY-RENKER CORPORATIONS Service Mark

These guidelines apply to your use of GUTHY-RENKER CORPORATION and other trademarks and service marks belonging to Guthy-Renker Corporation (the “Trademarks”) in content that has been approved by us.

1. You may use the trademark only for purposes expressly authorized by us.
2. You may not modify the trademark in any manner. For example, you may not change the proportion, color, or font of the service marks.
3. You may not display the trademark in any manner that implies endorsement of your web site or business by Guthy-Renker Corporation outside of your involvement in the Affiliate Program.
4. You may not use the trademark to disparage Guthy-Renker Corporation, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the service mark.
5. You must use the TM, or R symbol as applicable next to the trademarks.
6. You acknowledge that all rights to the service mark are our exclusive property and all goodwill generated through your use of the service mark will inure to our benefit. You must abide by the following Prohibitions:
You may NOT use the trademarked name Guthy-Renker Corporation; You may NOT use Guthy-Renker Corporation’s name and GRC Product names, or any variation thereof, in metatags; you may NOT use Guthy-Renker Corporation name and any GRC Product names, or any variation thereof, in hidden text or source code; you may NOT use Guthy-Renker Corporation’s name, or any variation thereof, in your domain name or any other part of your Universal Record Locator (URL).

We reserve the right in our sole discretion to modify these guidelines at any time. We reserve the right to take action against any use that does not conform to these guidelines.