Linkshare Agreement - Please Read Both Agreements Before Applying

Guthy-Renker LLC Operating Agreement for Affiliate Network
Revised: April 19, 2011

This Agreement defines your relationship with Guthy-Renker LLC, and its affiliated subsidiaries and entities (collectively, "G|R "), the owner and/or licensee of the following products lines, among others: Proactiv® Solution, Meaningful Beauty®, and WEN® by Chaz Dean. ("G|R 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 G|R (the "Program"). As used in this Agreement, "we" or "us" means G|R (and "you" means the applicant party. "Site" means content available on the Internet (such as a website) and, depending on the context, refers to a G|R Product Line website including, but not limited, to Proactiv.com, MeaningfulBeauty.com, WenHairCare.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 G|R affiliate program implies and will be deemed to constitute acceptance of 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 for any reason including without limitation 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 by us for the Program. By applying you certify that you are legally eligible, under all applicable laws, to participate in the Program under, and can enter into and form contracts. Residents of Illinois, New York and Rhode Island are specifically prohibited from participating in, and/or earning any referral fees, the Program. If you are accepted to the Program and later become a resident of Illinois, New York or Rhode Island, at any time during the course of this agreement, you will no longer be eligible for participation in the Program. In such case, you agree to immediately remove yourself from the Program, and notify us in writing. Your participation in the Program and this agreement shall automatically terminate on the date you establish residency in Illinois, New York or Rhode Island.

2. Links
Once your Program is approved by us, you will link your Site to areas within our Site using special URIs specified in the Program (the "Required URIs"). You may post as many links to the Required URIs 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 G|R Product Site: You may provide a general link on your Site to our Product Site (each, a "G|R Product Site") 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"). G|R may with or without notice (a) change, suspend or discontinue any aspect of an Product offer and (b) remove, alter, or modify any format, graphic, banner, content, or text submitted by us to you for use in connection with the sale of our products ("G|R 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. You shall not engage in any marketing of G|R products through email or include links to G|R Product Sites in any email ("email marketing") without express written permission from G|R. If you receive G|R's express written permission to market G|R products or include links to G|R 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. You further certify that all email marketing will be in compliance with all applicable rules and regulations, including without limitation CAN-SPAM. Email marketing that you conduct with G|R'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 G|R Product Site. You shall not be entitled to any referral fees which are determined to be accrued through unauthorized or impermissible marketing by you, including without limitation, email marketing and we shall be entitled to, in addition to other remedies available, to withhold payment on any applicable sales . 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 G|R 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 G|R Product Site will result in immediate termination from the Program and forfeiture of all referral fees earned at any time. Prohibitions: You understand and acknowledge that this Agreement is made between you and G|R and is solely for the purpose of allowing you to link to the G|R Product websites in accordance with the terms of this Agreement. You shall not use the name Guthy-Renker LLC, 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, "G|R Property"). In particular, but without limitation, you shall NOT use the G|R Property, or any variation thereof, in hidden text; you shall NOT use the G|R Property, any variation thereof, in your domain name; you shall not use the G|R Property, or any variation thereof, to promote, directly or indirectly, other products or websites; you shall NOT engineer your site in such a manner that pulls Internet traffic away from G|R or any of its G|R Product Sites. If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you shall not state or imply that G|R 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 shall not wrap or frame our Sites in any manner that does not clearly indicate the framed content is a G|R Product Site. 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 G|R 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 G|R property and/or agent.

3. Order Processing
We will process all qualified product orders placed by customers who follow special links from your site to the G|R 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 qualified product sales of qualified products, at G|R's reasonable discretion, to third parties in authorized territories, as determined by G|R. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by G|R) from your site or Internet-enabled application to the respective G|R Product site; purchase the product using our online ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We are not obligated to 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. We are not obligated to pay referral fees on any orders found in our reasonable judgment to have been tracked or placed in violation of the terms and conditions as set forth herein. Customer Service invoice adjustments and reorders are not eligible to earn referral fees.Referral Fees are not due or owing on any of the following Products sales: (i) Products sold without requiring enrollment in G|R's auto-enrollment delivery programs for such Products ; (ii) Products sold via pages which also reactivate Product accounts for customers who were previously enrolled in G|R's auto-enrollment delivery; (iii) Products sold at $0, and (iv) Products sold as upgrades to existing memberaccounts, even if made after following a "Required URI Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

5. Fee Schedule
Subject to the terms and conditions herein, You will earn referral fees based on the sale price of G|R Products, according to fee schedules to be established by us. "Sale price" means the sale price listed on the G|R 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 G|R Products via an approved link from the Affiliate's website(s) or online application.

"Gross Receipts" shall mean the (a) revenues generated by all initial sales of G|R Products to those Affiliate customers who (i) "clicked" from the Affiliates website during the term of this agreement, and (ii) then purchased G|R product(s) via G|R's shopping cart as a result of such "click-through", less (b) refunds, returns, credit card 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 G|R subsequently makes to such customer.

6. Fee Payment
Payments will be made as stated in your Offer terms, as per LinkShare standard payment procedures. Notwithstanding anything in this Agreement to the contrary, any failure by you to comply with the terms of this Agreement shall entitle us to, in addition to any other remedies available, withhold payment on any applicable sales due to you.

7. Policies and Pricing
You must link customers to G|R Product Sites through approved and available links where customers are to place orders directly with G|R. You shall not collect, duplicate, copy or otherwise capture customer information, including without limitation customer name, address and billing information through any method, whether online or offline for any purposes whatsoever. Customers who buy products through this Program will be deemed to be customers of G|R without affecting their status as your customer. Accordingly, all G|R rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at G|R. 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 & Required Disclosure
We may provide you with a graphic image that identifies your site as a participant in the Program. If provided, you must display this image or the words "(Your site/name) is a participant of the Guthy|Renker Affiliate Program and may receive compensation in exchange for orders referred via links on this site" somewhere on your site. The logo or phrase may also be included with the following message:

(Your name/site) is a participant in the Guthy-Renker LLC Affiliate Program. Guthy|Renker has agreed to ship products and provide customer service for orders properly received through special links on this site.

We may modify the graphic image or this notice from time to time and you shall promptly implement such changes.

If your site is engaged in the practice of directing, transferring, or donating any portion of the Referral Fees paid to you by G|R, 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 LLC 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. Guthy-Renker has agreed to ship products and provide customer service for orders received through special links on this site, but we are not responsible for selecting, evaluating or making donations to any of the organizations associated with (your site). (Your name/site) may receive compensation from Guthy-Renker in exchange for purchases made via special links on this site.

If your site includes ratings, reviews, or otherwise suggests endorsement of G|R Product Lines, you are required, at all times, to disclose your relationship as an Affiliate. Such notice MUST be made clear and prominent. Placement of the disclosure must be easily visible to visitors, and the disclosure must not be hidden or camouflaged. If your marketing is included in venues with character limits too small to allow for a proper disclosure (e.g., social networking sites such as Twitter, Facebook, or microblogs), you must either (a) include the required disclosure on the landing page in a manner outlined in this section; or (b) include one of the following words in the post, including the preceding pound sign ("hashtag"): "#spon", "#sponsored", or "#paid".

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 written permission, unless and until this Agreement is terminated pursuant to paragraph 11 below or as otherwise set forth herein, including the G|R 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 G|R Property or any of our images in any way without written permission. We reserve all of our rights in the image, the message, the G|R Property, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see below), which may change from time to time.

G|R may, but is not obligated to, provide you with banner ads or content that include celebrity names and/or images in the promotion of its products which may be used by you in accordance with the terms of this Agreement. G|R may, but is not obligated to, also provide access to copyrighted video content. Any such creative materials will be made available to you, if at all, through a G|R authorized channel (such as the Guthy-Renker LLC section of the Linkshare portal), and in such event G|R will provide you with absolute links (fully-qualified URIs, hereinafter "Links") that refer to specific assets hosted on a server under G|R control or direction. Under no circumstances may you copy, host, cause to host, or refer to these assets on any other server than that which is provided to you in the Links or as permitted by this Agreement. You also shall not use any image or endorsement of any third party, including but not limited to a public figure or celebrity, for use in the promotion of a G|R product, except as approved by us in writing. Although G|R will try to make reasonable efforts to inform you in advance of changes to the images for which we provide Links, you agree it is under no obligation to do so and reserves the absolute right, at its sole discretion, to modify, redirect, or terminate your Links to these assets at any time without prior notice.

We may revoke your license at any time by giving you prior notice and you shall immediately cease all use of G|R material, property, etc. upon receipt of such 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:

1. the technical operation of your site and all related equipment
2. the accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials)
3. 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)
4. 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 G|R 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. 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 LLC's Service Mark
These guidelines apply to your use of GUTHY-RENKER LLC and other trademarks and service marks belonging to G|R (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 G|R outside of your involvement in the Affiliate Program.
4. You may not use the trademark to disparage G|R, 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 may not use the trademark in an effort to drive traffic to, sell, or market a competing product.
6. You must use the TM, or R symbol as applicable next to the trademarks.
7. You may not engage in paid keyword search marketing using any of our trademarks or common misspellings (e.g., "Proactiv," "Proactive," "Proactiv Solution," "Proactive Solution") as the search string without prior written approval. This prohibition includes, but is not limited to, paid search campaigns run through Google AdWords, Microsoft adCenter.
8. You shall not engage in any paid search advertising in a manner that causes your ads to appear in place of Guthy-Renker LLC's ads (for example, using Guthy-Renker LLC domain names in your "Display URL"). You shall not use Guthy-Renker LLC domain names in the display URL of any paid search ad at any time. Without waiver of any of Guthy-Renker LLC's rights or remedies under applicable law, violation of this provision is cause for immediate termination and forfeiture of any Referral Fees owed.
9. 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 shall NOT use the trademarked name GUTHY-RENKER LLC, except as specified in Section 8 ("Identifying yourself as an Affiliate"); you shall NOT use Guthy-Renker LLC name, or any variation thereof, in your domain.

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.