BY REGISTERING FOR OUR AFFILIATE PROGRAM, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. "Affiliate-Driven Visitor" means a unique end-user who accesses the BGI Store through an Affiliate Link on the Affiliate Site. "BGI" means the online store owned and operated by Baby Gift Idea.com, which markets products for expectant and new parents, and which is located at http://www.babygiftidea.com and any successors thereto. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a URL hidden behind a formatting option that may take the form of a colored item of text (such as a URL description), logo or image, "button" or graphic box, and which allows a user to automatically move to or between WWW pages, WWW sites or within a WWW document. "Net Revenues" means revenues actually received by BGI as a result of product sales at the BabyGiftIdea.com Store, less discounts, returns, credit card fees, allowances for bad debt, taxes, and shipping & handling charges.

2. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to BGI's store at one (or more) web sites owned or operated by Affiliate (the "Affiliate Site(s)") in no event later than twenty (20) business days following the receipt by Affiliate of an Acceptance Notice (as defined in Section 3 below). BGI will make available to Affiliate the Affiliate Link. Affiliate acknowledges that the Affiliate Link provided by BGI for inclusion in the Affiliate Site will include the BabyGiftIdea.com trade name, trademark, service mark and/or logo (the "BabyGiftIdea.com Brand Features", and Affiliate has no right to alter, remove, or customize the BGI Brand Features. Affiliate will not use or display the Affiliate Link(s) or the BGI Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of BGI.

3. No Obligation to Accept; Effectiveness of Agreement. BGI may refuse to enter into this Agreement for any reason, including, without limitation (a) if Affiliate Site promotes a product or service competitive to the BGI Store; (b) if Affiliate Site (i) contains or links to any pornographic material, (ii) encourages illegal activity or discrimination, (iii) is regarded by BGI as inappropriate, or (iv) could result in liability or adverse publicity to BGI (collectively, "Improper Content"); or (c) if to do so would violate any applicable law, regulation or third party right. This Agreement will only become effective upon receipt by Affiliate of email confirmation from BGI that BGI has accepted Affiliate into the Program (the "Acceptance Notice"). Following acceptance, BGI reserves the right to terminate this Agreement immediately upon notice to Affiliate if Affiliate Site contains any Improper Content or Improper Promotions.

4. Affiliate Obligations. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party; (c) ensuring that the Affiliate Site does not contain any Improper Content; and (d) ensuring that the Affiliate Site does not engage in any Improper Promotion. Affiliate hereby agrees to indemnify and hold BGI harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5. Payments. BGI will pay to Affiliate 10% of Net Revenues derived from Affiliate-Driven Visitors (the "Fees"). No Fees shall be payable if an Affiliate-Driven Visitor leaves the BGI Store without making a purchase and later returns to the BGI Store to make a purchase via any method other than through an Affiliate Link.

6. License Grant. BGI hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the BGI Brand Features at the Affiliate Site, solely as incorporated into the Affiliate Link(s) and solely in the form delivered by BGI.

7. Reservation of Rights. BGI reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. BGI retains all right, title and interest in and to the BGI Brand Features and the BGI Store, together with all Intellectual Property Rights thereto.

8. Program Information. BGI will own all rights, title and interest in and to all information that is created or collected in the operation of the BGI Store including, without limitation: (i) any contact information collected from any Affiliate-Driven Visitors, (the "Contact Information"); and (ii) any information collected about click-through rates and product sales at the BGI Store generated through the Affiliate Link(s), (the "Sales Information"). BGI will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without BGI's prior approval. Subject to the terms and conditions of this Agreement, BGI grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.

9. Termination. This Agreement will become effective on the Effective Date and remain in effect unless sooner terminated as provided below for a period of one year by mutual agreement of the parties. Notwithstanding the above, this Agreement may be terminated by either party (i) upon thirty (30) days written notice to the other party, or (ii) upon a breach of this Agreement by the other party which remains uncured for a period of ten (10) days following receipt of notice of the breach from the non-breaching party. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) from Affiliate Site; (iii) BGI will pay Affiliate any accrued and unpaid Fees; and (iv) Sections 11, 12, 14, and 15, and this sentence will survive.

10. Modification. At any time and in BGI's sole discretion, BGI may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on the password-protected site, and/or (ii) emailing a revised agreement to Affiliate. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING BGI'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE PASSWORD-PROTECTED SITE AND/OR AFFILIATE'S RECEIPT OF A REVISED AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

11. Disclaimer. THE BGI STORE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND BGI EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE BGI STORE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL BGI BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, BGI'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

13. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to BGI that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold BGI harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.

14. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of South Carolina without reference to conflicts of laws provisions, and any legal proceeding arising out this Agreement will occur in Aiken, South Carolina. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between BGI and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between BGI and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without BGI's prior written consent. Except as set forth in Section 10, this Agreement may not be modified without the prior written consent of both parties.

15. Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice hereunder will be directed to the parties at their respective addresses set forth below or at any other address designated by a party in accordance with this Section.