Total Beauty Media, Inc., a Delaware corporation ("Total Beauty"), generates and aggregates multimedia content covering beauty and beauty products at Total Beauty's proprietary web site at www.totalbeauty.com and other Internet web sites it owns or operates (collectively, the "Total Beauty Site") and links together content syndication and advertising networks focused on beauty.

As part of Total Beauty's commitment to distribute and make available the most interesting and pertinent beauty content online, Total Beauty distributes introductory portions (or "teasers") of such content ("Content Bits") for display by weblogs, web sites and other online content providers ("Host Sites"). Total Beauty compensates Host Sites when users originating from such Host Sites click through to the Total Beauty Site via hyperlinks ("Links") embedded in the Content Bits and generate trackable page-views during that visit to the Total Beauty Site.

Similarly, Total Beauty also distributes a content widget through which it serves teasers (e.g. article headlines from Total Beauty Site content or top-rated product lists) (the "Content Widget"), which may also be displayed on Host Sites. Total Beauty compensates Host Sites when users originating from such Host Sites click through to the Total Beauty Site via Links contained in the Content Widget and generate trackable page-views during that visit to the Total Beauty Site.

Finally, Total Beauty compensates Host Sites for incorporating contextual Links to the Total Beauty Site within blog posts and other content displayed on the Host Sites (the "Contextual Links") that result in Host Site users clicking through such Contextual Links to the Total Beauty Site and generate trackable page-views during that visit to the Total Beauty Site.

You and Total Beauty (the "parties") desire to: (i) initiate the distribution of Content Bits to your Host Site(s); (ii) display the Content Widget on your Host Site(s); and/or (iii) facilitate your use of Contextual Links within your Host Site(s), and accordingly are entering into this Content and Link Licensing Agreement ("Agreement"). This Agreement by and between you, whether an individual person, corporation, or other entity ("You"), and Total Beauty is effective as of the date that you check the "I Agree" box (the "Effective Date") during the Beauty Bubbles registration process ("Beauty Bubbles Registration").

Individuals must be eighteen (18) years of age or older to register and participate in these Beauty Bubbles content syndication and linking arrangements and, by becoming a party to this Agreement, you represent that, if an individual, you are at least eighteen (18) years of age.

PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CHECKING THE "I AGREE" BOX DURING YOUR BEAUTY BUBBLES REGISTRATION, YOU ARE CONSENTING AND AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LEGAL CONTRACT WITH TOTAL BEAUTY. IF YOU DO NOT AGREE TO ALL OF THE APPLICABLE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN THE CONTENT BITS AND CONTENT WIDGET PROGRAMS OR USE CONTEXTUAL LINKS PURSUANT TO THIS AGREEMENT WITH TOTAL BEAUTY, AND YOU SHOULD NOT CONTINUE WITH THE BEAUTY BUBBLES REGISTRATION.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, you and Total Beauty agree as follows:

1. LICENSE GRANTS

1.1 Content Bits License Grant. Total Beauty hereby grants to you a worldwide, non-exclusive, royalty-free right and license to publicly perform and display the Content Bits on your Host Site(s) and to re-distribute the Content Bits to other weblogs and web sites, in each case subject to Section 1.4 below. "Content Bits" includes any digital content provided by Total Beauty to you pursuant to this Agreement and the Content Bits program, including the name, logo, symbol, content, trademarks and all other copyrightable or legally protectible elements thereof, all text, photographs and other editorial (non advertising) content thereof and the embedded Links that enable Host Site users to click through to the Total Beauty Site.

1.2 Content Widget License Grant. Total Beauty hereby grants to you a worldwide, non-exclusive, royalty-free right and license to publicly perform and display the Content Widget on your Host Site(s) and to re-distribute the Content Widget to other weblogs and web sites, in each case subject to Section 1.4 below. The Content Widget includes any digital content displayed within the Content Widget, including the name, logo, symbol, content, trademarks and all other copyrightable or legally protectible elements thereof, all text, photographs and other editorial (non advertising) content thereof and the embedded Links that enable Host Site users to click through to the Total Beauty Site.

1.3 Re-Contextual Links License Grant. Total Beauty hereby grants to you a worldwide, non-exclusive, royalty-free right and license to use and append the tracking code made available to you by Total Beauty ("Tag") to the Contextual Links that you incorporate into blog posts and other content displayed on the Host Site(s) and to re-distribute such Tag(s) to other weblogs and web sites to facilitate their use of Contextual Links, in each case subject to Section 1.4 below.

1.4 Re-distribution. The licenses granted to you to re-distribute the Content Bits, Content Widget and/or Tags to third-party weblogs and web sites ("Additional Recipients") shall be subject to the following limitations and conditions. You shall make every reasonable effort to re-distribute any of such items only to reputable weblogs and web sites that conduct themselves in a manner that would not breach the terms of this Agreement. Limitations in the tracking capabilities of the Content Bits, Content Widget and Contextual Links programs will result in Total Beauty crediting you, where feasible, with any user traffic to the Total Beauty Site that originates from the Content Bits, Content Widget and Tags that you re-distribute to your Additional Recipients. You acknowledge that such traffic may result in compensation being paid to you, and not to your Additional Recipients. In no event shall Total Beauty be liable to, or have any obligation whatsoever to, any Additional Recipient, with respect to compensation or any other term of this Agreement.

1.5 Trademark License Grant. Total Beauty hereby grants to you a limited, worldwide, non-exclusive right to display Total Beauty Marks, in the form provided by Total Beauty within the Content Bits and Content Widget, on the Host Site(s), in accordance with and subject to the terms and conditions of this Agreement. As used in this Agreement, "Marks" means any trademarks, service marks, trade names, brands, logos, or other distinctive branding features provided by a party to the other. You must not and hereby agree that you will not use Total Beauty Marks other than as strictly permitted by this Agreement and will not remove, obscure, modify, or alter any of Total Beauty Marks. Total Beauty retains the right to modify or change its Marks at any time. Total Beauty reserves all rights in and to its Marks and changes thereto. You acknowledge that all goodwill generated through your use of Total Beauty Marks will inure to the benefit of Total Beauty.

2. OWNERSHIP.

As between Total Beauty and you, Total Beauty owns all right, title and interest, including without limitation, all intellectual property rights, in and to the Total Beauty Site, the Content Bits, Content Widget, Total Beauty Marks and any derivative works or enhancements of any of the foregoing. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. You agree not to copy, alter, modify or create derivative works of any of the Content Bits, Content Widget, Total Beauty Marks or the Total Beauty Site, or otherwise use any of the foregoing in any way that violates the use restrictions contained in this Agreement. Total Beauty acknowledges and agrees that this Agreement does not grant to Total Beauty any right, title or interest to the Host Site(s) or any content or Marks (other than Content Bits, Content Widget and Total Beauty Marks) incorporated therein Any rights not expressly granted herein are reserved to each of the parties.

3. IMPLEMENTATION.

3.1 Content Bits. On a periodic basis, Total Beauty shall develop and deliver editions of Content Bits to you. Total Beauty reserves sole discretion regarding the Content Bits that it will develop and make available to you. You agree to take delivery of Content Bits by email or such other means of transmission as Total Beauty may from time to time determine. You agree to display the Content Bits verbatim and, at your discretion, in a reasonably prominent location on the Host Site(s). Total Beauty shall have the right to request in writing the removal or withdrawal of any edition of Content Bits from the Host Site(s) at its sole discretion; and you agree to remove the Content Bits subject to such request from the Host Site(s) as soon as reasonably practicable (and in any event within two (2) business days).

3.2 Content Widget. Total Beauty shall provide you with code to be inserted into the web page template(s) of the Sponsored Site(s) for the purpose of displaying the Content Widget, and thereafter serve into the Content Widget Total Beauty Content teasers. Total Beauty reserves sole discretion regarding the teasers served into the Content Widget. You agree to display the Content Widget, without any modification and, at your discretion, in a reasonably prominent location on the Host Site(s).

3.3 Contextual Links. Total Beauty shall provide you with a Tag (that will be unique to each Sponsored Site) which you may append to the Contextual Links that you incorporate into the content displayed on your Host Site(s). You will endeavor to use and implement Contextual Links in an editorially relevant fashion and link to related content on the Total Beauty Site.

3.4 General Obligations.

(1) You shall not modify the Content Bits or the Content Widget, except for limited formatting changes (for instance, adjusting the font or color of the Content Bits or Content Widget), which in no way may alter the meaning or integrity of the Content Bits or Content Widget Content from the forms in which these items were originally delivered to you.

(2) You shall not modify or alter the Links and/or Tags in any manner whatsoever nor implement any other feature, software or algorithm, in each case that would interfere with the proper operation of such Links and/or Tags.

(3) You shall ensure that no Prohibited Content is displayed on the Host Site(s). "Prohibited Content" shall mean any content that: (a) contains or promotes sexually explicit, lewd and/or pornographic materials, or depictions of violent or sexual acts; (b) promotes violence, hate, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (c) is libelous, defamatory, knowingly false or misrepresents another person; (d) harasses, threatens, abuses or insults any other person; (e) is unlawful or facilitates the violation of any applicable law, regulation or governmental policy; or promotes illegal activities; (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) offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid (ponzi) schemes; (h) is harmful to any user's or other third-party's systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information; (i) violates any obligation of confidentiality; (j) violates the privacy, publicity, moral or any other right of any third-party; or (k) consists of any other content that Total Beauty in its sole discretion deems to be unacceptable or inappropriate.

(4) You acknowledge and agree that Total Beauty is obligated to report as income the compensation received by you pursuant to this Agreement. You acknowledge and agree that you are obligated to pay any applicable taxes on such income.

(5) You shall not, and shall not assist, authorize or encourage any third-party to generate fraudulent page-views on the Total Beauty Site or to redirect a Host Site user away from any web page on the Total Beauty Site such user would access upon clicking upon any Links.

Your violation of any of the foregoing may result in the immediate termination of this Agreement and may subject you to state and federal penalties and other legal consequences. Total Beauty reserves the right, but will have no obligation, to investigate your use of the Content Bits, Content Widget or Contextual Links in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

3.5 Reporting and Communications. On a calendar month basis, Total Beauty will provide to you a report identifying the number of users who clicked through Links embedded in the Content Bits and/or Content Widget displayed on your Host Site(s) and/or the Contextual Links and how many page-views on the Total Beauty Site such users generated collectively. This data may include users and page views from users who originated from Additional Recipients. Such reports shall be provided to you concurrently with the payments referenced below, through electronic means, or any other means determined by Total Beauty, at Total Beauty's reasonable discretion.

4. COMPENSATION.

4.1 PageView Fees. Subject to the following terms, you will earn, and Total Beauty will pay, PageView Fees based upon the number of "page-views" (each page-view being a request to load a single web page of the Total Beauty Site) that are associated with (i) Host Site users clicking through the Links and Contextual Links and then viewing web pages on the Total Beauty Site during that initial visit, and (ii) other users and their page-views similarly generated from your Additional Recipients. "PageView Fees" for purposes of this Agreement shall mean three tenths of one cent ($0.003) per page-view on the Total Beauty Site. Total Beauty's determination of the number of page-views to be allocated to you and the calculation of the resulting PageView Fees due to you shall be final and binding; provided, however, that Total Beauty shall base its calculations on a reputable independent third-party traffic measurement service. Under no circumstances shall Total Beauty assume any responsibility or bear any liability to you with respect to Total Beauty's inability to identify user traffic as being associated with your Host Site(s) or with any of your Additional Recipients (for instance, because of malfunctioning Links, Tags or other user tracking problems or otherwise).

4.2 Payments; Expenses. Total Beauty shall remit payment to you for all PageView Fees generated from the Host Site(s) and Additional Recipients, if any, occurring during each calendar monthly period no later than the last day of the calendar month following the end of the calendar month during which such PageView Fees are generated; provided, however, that if the total amount of such PageView Fees owed to you is less than ten dollars ($10.00), then all such amounts shall be accrued and be held on your behalf until such time as the total PageView Fees due to you equal or exceed ten dollars ($10.00) at which point the entire balance of the PageView Fees due to you shall be paid. All PageView Fees hereunder shall be denominated in U.S. dollars and shall be paid by Total Beauty check, or by any other means reasonably determined by Total Beauty. All payments to you pursuant to this Agreement shall be conditioned upon your providing Total Beauty with any required tax reporting forms (i.e. form W-9) and a mailing address for PageView Fee payments. Except as otherwise set forth herein, each party shall bear its own costs and expenses incurred in the course of performing its obligations under this Agreement.

5. REPRESENTATIONS AND WARRANTIES; INDEMNITY.

5.1 Representations and Warranties. Total Beauty represents and warrants to you that: (A) your use and display of the Content Bits and Content Widget as expressly permitted hereunder shall not violate or infringe upon any third-party's intellectual property or other rights; and (B) the operation of the Total Beauty Site does not violate any legislation, rules and regulations applicable to such web sites. You represent and warrant to Total Beauty that: (1) no content or Marks displayed on any Host Site shall be Prohibited Content; (2) the operation of the Host Site(s) does not violate any legislation, rules and regulations applicable to such web site(s) nor does it infringe upon the rights of any third parties; and (3) you have full power and authority to enter into this Agreement, and when you check the "I Agree" box, this Agreement will constitute your legal, valid and binding obligation.

5.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL CONTENT, WEB SITES AND PERFORMANCE BY THE PARTIES HEREUNDER ARE PROVIDED ON AN AS IS BASIS, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

5.3 Indemnity. Each party shall indemnify, defend and hold harmless the other party (and its parents, subsidiaries, affiliates and their respective directors, officers, employees, stockholders, agents and subcontractors) against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees, that may at any time be incurred by reason of any third party claim arising out of: (i) any breach or alleged breach of such party's representations or warranties contained in this Agreement; and (ii) with respect to you, your use of the Content Bits, Content Widget and Tags in any manner inconsistent with or in breach of this Agreement. The indemnified party will provide the indemnifying party (x) prompt notice of any claim, (y) reasonable assistance at the indemnifying party's expense in the defense of such claim, and (z) sole control of the defense and settlement of such claim, subject to a right of approval by the indemnified party of any settlement which shall impose a financial or other obligation on the indemnified party, which approval shall not be unreasonably withheld, conditioned or delayed.

6. LIMITATION OF LIABILITY AND DAMAGES.

EXCEPT FOR INDEMNIFICATION CLAIMS UNDER SECTION 5.3 ABOVE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, COST OF COVER, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TOTAL BEAUTY'S LIABILITY TO YOU EXCEED THE PAGEVIEW FEES PAYABLE BY TOTAL BEAUTY TO YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

7. TERM; TERMINATION; SUSPENSION OF SERVICE.

This Agreement will commence on the Effective Date and continue until such time as either party terminates in accordance with this Section 7. Total Beauty may change, suspend, or discontinue any or all of the Content Bits, Content Widget and Contextual Links programs at any time, without notice, reason or liability. Total Beauty may suspend or terminate your participation in the Content Bits, Content Widget and Contextual Links programs at any time, without notice and without cause. You may terminate your use of the Content Bits, Content Widget and/or Contextual Links and this Agreement, with or without cause, by notifying Total Beauty in writing of such termination. As soon as reasonably practicable following any termination of this Agreement, but in any event within two (2) business days of such termination, you shall remove and discontinue using all Content Bits, the Content Widget, and/or the Tags appended to any Contextual Links anywhere on the Host Site(s). Upon termination of this Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.

8. GENERAL PROVISIONS

8.1 Legal Representation. You hereby acknowledge that you have secured or have had the opportunity to secure legal counsel to represent you in connection with this Agreement. Should you choose not to secure independent counsel, you acknowledge that your decision will have been made knowingly and willfully.

8.2 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative or agent of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

8.3 Force Majeure. Except for payment obligations, neither party shall be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (for instance, including but not limited to war, flood, tornado and Acts of God).

8.4 Notices. Total Beauty may provide you with notices, including those regarding changes to this Agreement or to any of the terms and conditions of your participation in the Content Bits, Content Widget and Contextual Links programs, by email, postings on the Total Beauty Site (see Section 8.6 below), or regular mail. Notice will be deemed given twenty-four (24) hours after an email is sent to the last email address we have for you, unless Total Beauty is notified that the email address is invalid. Notices posted on the Total Beauty Site are deemed given thirty (30) days following the initial posting. Total Beauty may also give you notice by regular mail to the same postal address used for sending you PageView Fees, and such notice will be deemed given three (3) days after the date of mailing. Any notice you provide to Total Beauty shall be in writing and may be provided by email, fax or regular mail. Your notice shall be deemed to have been delivered and given for all purposes: (i) the next business day after transmission by email with electronic confirmation of receipt; (ii) one (1) business day after facsimile transmission to the number set forth below with electronic confirmation of successful transmission; or (iii) four (4) business days after the mailing date if sent by U.S. certified mail, return receipt requested, postage and charges prepaid. Total Beauty's contact information is:

Total Beauty Media, Inc.
3420 Ocean Park Blvd, Suite 3050
Santa Monica, CA 90405
Email: BeautyBubblesTeam@totalbeauty.com
Fax: 310-399-7401
Attn: Beauty Bubbles Network Team Liaison
or such other contact information as Total Beauty may provide from time to time.

8.5 Entire Agreement. This Agreement constitutes the entire agreement between Total Beauty and You with respect to the subject matter hereof. The failure of Total Beauty to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of Total Beauty's right to assert or rely upon any such provision or right in that or any other instance. In the event that any provision of this Agreement is held invalid by a court or arbitrator with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

8.6 Modifications. Total Beauty reserves the right, at Total Beauty's discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement, which shall be located at http://www.totalbeauty.com/BeautyBubbles, periodically for changes. Your continued use of the Content Bits, Content Widget and/or Contextual Links after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, such modifications will automatically be effective thirty (30) days after they are initially posted on the Total Beauty Site unless Total Beauty, at its discretion, makes such modifications effective upon written notice to you.

8.7 Assignment. You may not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Total Beauty, which may be withheld at Total Beauty's sole discretion. Total Beauty may assign this Agreement without Blogger's consent. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

8.8 Governing Law; Fee-Shifting in Disputes. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of California applicable to contracts negotiated, executed and performed wholly within the State of California without reference to conflict of law principles. If any litigation or proceeding is brought by either party against the other in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys' fees and other expenses incurred by such prevailing party. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.

8.9 Jurisdiction. The parties agree that the federal and state courts in Los Angeles County, California will have exclusive jurisdiction over this Agreement, and the parties hereby submit to jurisdiction and venue of Los Angeles County as the sole and exclusive jurisdiction and venue for any disputes or claims between or among the parties to this Agreement.

© 2008 Total Beauty Media, Inc. All rights reserved