WBShop Affiliate Program Terms and Conditions

1. Overview.

These WBShop Terms and Conditions for Commission Junction Network (the "Agreement) are entered into between Warner Bros. Digital Distribution, a division of Warner Bros. Home Entertainment Inc. ("WBShop or "Advertiser) and the party participating in the Commission Junction Network ("Publisher or "You).

WBShop operates the WBShop origination Web site. As part of its Web site, WBShop offers the WBShop Publisher Program ("Program), through which approved companies operating their own Web sites and/or subscription email services ("Publishers) are granted a limited, non-exclusive right to: (i) advertise and promote WBShop goods and services and the WBShop Web site in a manner in compliance with this Agreement and the Publisher Service Agreement between Publisher and Commission Junction, Inc. ("CJ), (ii) post or circulate an approved graphical or textual internet hyper-link ("Link) to the WBShop Web site, and (iii) direct visitors to the Publisher's Web Site to the Web site (the specific URL) designated by WBShop ("Destination Site). Both WBShop and Publishers are parties to agreements with CJ and are participants in the CJ Network (the "CJ Program). This Agreement provides terms and conditions applicable to your membership in the Program that are in addition to or modify any terms and conditions that you have agreed to pursuant to your Publisher Service Agreement with CJ ("Publisher Service Agreement). Any capitalized term herein that is not defined shall have the same meaning as in the Publisher Service Agreement.

Publishers earn a commission on Qualifying Revenue (as hereinafter defined) for referring web surfers to the Publisher's web site (i) who click on a WBShop Tracking Code Link, (ii) complete a purchase within 45 (forty five) days and (iii) did not click on any advertising creative from any third party between the time that they clicked on the Tracking Code Link from Publisher's Web site and the time that they completed the transaction. Any transaction that meets all of the requirements described above and set forth in this Agreement is a "Qualifying Purchase.  We reserve the right to reject orders that do not comply with any requirements that we may periodically establish. Publisher may not purchase products during sessions initiated through the Tracking Code Links on its Web site for its own use, resale or commercial use of any kind, as determined by WBShop in its sole discretion, and no commission shall be earned with respect to such purchases.  The commission rate will be set forth on the CJ Program Page for WBShop and may be changed from time to time by WBShop with seven (7) days notice by posting and notifying Publisher of a different commission rate as appears on the CJ Program Join Program Page. Payment shall be made by WBShop through CJ in accordance with the terms of the CJ Program. For purposes hereof: "Qualifying Revenue means revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with returns, shipping, handling, gift-wrapping, taxes, customs and duties, service charges, credit card processing fees, bad debt, and promotional discounts as advertised; and a "Tracking Code Link means a Company advertisement or graphic that includes a tracking code provided by the Company through the Program and links to the Destination Site.

CJ provides information to Publisher regarding Publisher's accrued payments. Publisher acknowledges that such payments may subsequently be reduced after WBShop reconciles Publisher's Transactions, which reconciliation shall be done in a timely manner.  All determinations of Qualifying Links and whether a commission is payable will be made by WBShop and/or the Commission Junction Network in their sole and absolute discretion, and will be final and binding on Publisher.  If WBShop's records show activity from the Qualifying Links to be inconsistent, unusual or unlawful, then WBShop reserves the right to withhold payments for submitted orders pending an investigation of that activity by WBShop and resolution of the activity.  WBShop may withhold all compensation otherwise payable to you earned during the term during which you violated the terms of these Terms and Conditions or the Publisher Service Agreement.

2. Approval.

Participation in the Program is subject to WBShop's approval. Prospective Publishers must first submit an application to WBShop through CJ in order to become an "approved Publisher eligible to post Links to the WBShop Web site and earn commissions. After the application has been submitted, WBShop will notify the prospective Publisher through CJ in writing (by email or otherwise) whether or not it has been approved (approval is in WBShop's sole discretion). Publisher is not authorized to post Links to the WBShop Web site for any Publisher Web site that has not been approved in advance by WBShop (in its sole discretion).  Publisher must ensure that each of the links between its Web site and the Destination Site properly use Tracking Code Links. Company will not be liable to Publisher with respect to any failure by Publisher to use Tracking Code Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to Publisher pursuant to this Agreement.

If approved, the Publisher must acknowledge its acceptance of these Terms and Conditions by clicking-through the acceptance button on this Web page thereby assenting to these Standard Terms and Conditions of the Program between WBShop and Publisher. Only Publishers who accept this Agreement and are approved by WBShop may participate in the Program. Other than the payment of the commission, Publisher shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site. Participation in the Program does not constitute an employment, broker or agency relationship between Publisher and WBShop nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.

3. Links, Emails and Search-Engine-Marketing.

Notwithstanding Section 4.1 of your Publisher Service Agreement entitled, "Proprietary Rights and Licenses, Publisher agrees that it is not licensed a revocable, non-transferable, royalty free, international sublicense to display and link to WBShop's Web site, and all trademarks, service marks, tradenames, and/or copyrighted material ("Content). WBShop authorizes Publisher to display Authorized Links (defined below), Authorized Content (defined below) and to link to WBShop's Web site. Unless otherwise agreed by WBShop in writing, notwithstanding anything to the contrary herein, the authority granted by WBShop to Publisher hereunder will not constitute a license. Publisher may not distribute, license or otherwise use WBShop's Links (and/or Content) unless authorized by WBShop in writing.

Publisher shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or Content that Company has made available through the Network Service pursuant to the foregoing arrangement. Publisher may not remove or alter any copyright or trademark notices. If Publisher is licensed Content by Company, then such license is subject to the preceding conditions. As promptly as practicable after the date hereof, WBShop will make links available to the Publisher through the CJ Network Service members' area ("Reporting Site) ("Authorized Links) as well as other WBShop content ("Authorized Content). Subject to the terms and conditions hereof, Publisher shall display the Authorized Links and Authorized Content on its Web site. The Publisher shall not remove or obscure any proprietary rights legends (such as copyright or trademark notices) contained in any Authorized Links or Authorized Content. Publisher shall not decompile, reverse engineer, disassemble or otherwise reduce the Authorized Links or any Authorized Content to a human perceivable form or permit any other party to do so without the express written authorization of WBShop.

Publisher is only authorized to post Authorized Links and Authorized Content on its Web site and may not engage in any other marketing efforts on WBShop's behalf or use WBShop's name, trademark, service mark, copyright protected material, likeness or any other confusingly similar or sound-alike names, on its Web site or in any marketing communication or tool. Publisher may not modify any Authorized Link or Authorized Content. WBShop reserves all of its rights in the Authorized Links and Authorized Content, any other images, its trade names and trademarks, and all other intellectual property rights.

You agree that Section 4.3 of your Publisher Service Agreement entitled, "Terminating Licenses, does not apply to this Agreement and your participation in the Program. Instead, Publisher agrees that WBShop may terminate any authority to display or distribute Content and/or Tracking Code Links, as well as any sublicense and/or license, under this Agreement, immediately upon written notice to the authorized party/sublicense/licensee if WBShop has reasonable concerns that the authorized party/sublicense/licensee is diluting, tarnishing or blurring the value of WBShop's trademarks, service marks, and/or tradenames, and/or breach of WBShop's other intellectual property rights.

Publisher may not generate or send any email messages using or containing WBShop's name or logo, or any variation thereof, or its related companies' names or logos, or any variation thereof, or any of Advertiser's trademarks or products, without first obtaining in advance Advertiser's express written permission (electronic mail acceptable).

Publishers must send emails only to customers who have given permission to receive emails, newsletters or promotional content from Publisher.  The subject line of an e-mail must be honest and not misleading. Publisher shall include a valid return e-mail address and physical address and should also use their company or brand names in their domain address and throughout the message.  The e-mail shall identify the Publisher and the subject at the beginning, and shall provide consumers with a clear electronic option to opt out in compliance with applicable law. Publisher shall not acquire e-mail addresses surreptitiously through robots, spiders and other automated mechanisms without the consumer's consent. Opt-out requests must be honored in a reliable and prompt way. E-mail lists shall not be shared with third parties unless consumers have been given notice and choice. A commercial e-mail shall contain a link to the Publisher's privacy policy.

Publisher shall not (i) use an Authorized Link or any Authorized Content on a Web site that Publisher has not listed on the application; (ii) permit any third party to post an Authorized Link or any Authorized Content on any third party Web site; (iii) use the WBShop trade or service marks, name or images except as expressly permitted herein, which use is limited to only using an Authorized Link or Authorized Content on the Publisher's Web site; (iv) use the WBShop name, any variation of the WBShop name, including any sound alike, look alike, disparaging, misspelling, mistyping or any other confusingly similar variant by itself or in combination with any other words or phrases for any purpose including but not limited to the use in a domain name, on a Web site, in email or any other marketing, advertising or public relations communication, as meta-tags or any other similarly hidden means, or as purchased key words on a search engine; (v) send or cause to be sent any emails featuring the WBShop name and/or its trademarks; (vi) feature any competitor of WBShop on the Publisher's Web site in a manner more prominent than those promotions of WBShop; (vii) disparage, defame, misrepresent, tarnish or otherwise harm WBShop, its name or reputation in any way; (viii) promote WBShop on any Web site which, in WBShop's sole opinion, contains content, material or links which promote unlawful activity or may be offensive, pornographic, hateful, threatening, fraudulent, defamatory or otherwise inappropriate; (ix) misrepresent the Program or Publisher's relationship with WBShop in any way; and/or (x) present itself as a WBShop employee or present its Web site as a WBShop owned Web site.

At any time, WBshop may require Publisher to, and Publisher shall, remove, alter and/or modify any previously approved graphical or textual internet hyper-link that is being used by Publisher hereunder.  The position, prominence and nature of links on Publisher's site shall comply with any requirements specified by WBShop from time to time. 

Publisher shall not bid on WBShop trademarks, brand names, or any variations thereof in conjunction with search keyword programs unless confirmed in writing by WBShop to be allowed according to the then current list of allowed keywords. Publisher must not give the impression that you are, or represent, WBShop, through use of phrases such as "Official Site. Publisher shall not use WBShop trademarks in the meta-tag description that populates when a bid keyword is delivered.  Publisher shall not use WBshop trademarks, brand names, or any variations thereof in paid search copy or within the display URL.  Publishers shall add the term ‘plus' as a negative keyword for all WBshop paid search campaigns.

When advertising with external paid search engines, which may include but are not limited to entities such as Google and Yahoo!, publishers must not bid on the trademarks and brand names of WBShop competitors or otherwise engage in marketing practices that are illegal or violate the rights of any third party. Publishers should take advantage of technologies provided by such external paid search engines to prevent affiliate WBShop listings from appearing when consumers type in the names of WBShop competitors.

Publishers shall not state or imply that they are the "Official Site, and the click-thru URL must land on the publisher site first. Direct linking to the WBShop Site from a search engine listing/ad based upon a keyword, AdWord, search term or other identifying terms is prohibited. By way of example, and without limiting the generality of the foregoing, You may not bid on a search term and have the link from the search engine direct the Visitor directly to the WBShop Web site without first visibly landing on Your Web site. You are further prohibited from using the term "official site in Your ad or otherwise presenting Your Web site as an official site. Publisher agrees that, following notice from WBShop, you will promptly remove any search listing containing copy and/or creative components promoting WBShop that WBShop, in its sole discretion, deems inappropriate for any reason. Publisher must post its own landing URL in the listing, and shall not use any rendering, misspelling or otherwise of the WBShop domain.

Publishers shall not use any of WBShop registered domains in the display URL.

Publisher must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. Publisher must identify itself as an "Affiliate in all search keyword listings as well as organic search results. Publisher agrees that, following notice from Company, it will promptly remove any search listing containing copy and/or creative components that Company, in its sole discretion, deems inappropriate for any reason.  Publisher is required to only use Authorized Links and Authorized Content when communicating on behalf of WBShop (available within Reporting Site). Publishers shall not make up any promotional copy unless approved in writing by WBShop.

In the context of WBShop's affiliate program: (i) where bidding rank can be determined, Publishers must not outbid WBShop for any search terms; and (ii) Publishers must not bid on WBShop's trademarks or any variation(s) thereof or terms designated as "non-compete by WBShop through the CJ User Interface.

Publisher agrees not to use, register or seek to register any trademark, service mark or domain name that contains WBShop's name or words, or any variations, or misspellings of them, or is any way confusingly similar to WBShop. If you do, you agree to transfer the registrations, at your expense, to WBShop at WBShop's request and to cooperate by providing any information, signing any documents and providing appropriate authorizations necessary to accomplish the transfer.

Publisher may not wrap or frame the site of WBShop in any manner or in any way copy or resemble the look and feel of the WBShop Web site, nor shall the Publisher create the impression that the Publisher site is WBShop's site or is a part of WBShop site.

If Publisher's site donates any portion of its referral fees to any school, foundation or other charitable organization, Publisher may not state or imply that WBShop endorses 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 Publisher's site without express written consent from WBShop (electronic mail acceptable).

Publisher may not use WBShop's domain name (www.WBShop.com), or any variation thereof, in Publisher's domain name or any other part of Publisher's Universal Record Locator (URL) or in any meta tags or other hidden text without express written consent from WBShop (electronic mail acceptable). Publisher may not engineer Publisher's site in such a manner that pulls Internet traffic away from Company.

WBShop does not allow sites that provide a portion of their commission or Publisher benefits to sites or organizations that violate any of the Prohibited Content. Publisher agrees that it will not issue any press release or make any other similar public announcement that in any way makes any reference to WBShop without prior written consent, which consent may be withheld at WBShop's sole discretion.

4. Term and Termination.

The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) WBShop shall provide Publisher with seven (7) days notice, except as provided for in Section 4(B) below; and (ii) Publisher shall use the automated system within the CJ Network to drop the Program and Publisher shall comply with Section 4(E)(v) below. Neither party may assert that it had acted in any manner or took on any obligations based on an expectation or in reliance upon this Agreement lasting for any set period of time or continuing for any set duration.

This Agreement may be terminated immediately by WBShop in the event that Publisher: (i) operates an illegal business through its Web site and/or subscription e-mail list; (ii) engages in any illegal activity of any type, including but not limited to displaying illegal content on its Web site and/or in its subscription e-mails or offering any illegal goods or services through its Web site and/or subscription e-mails; (iii) its Web site or e-mail Link to its Web sites contain or promote, any content which WBShop, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic; (iv) engages in indiscriminate or unsolicited commercial advertising e-mails; (v) places Links to a Destination Site in newsgroups, message boards, auction Web sites (e.g. eBay; Yahoo Auctions) unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources; (vi) causes or enables Links to a Destination Site which are not made in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects; (vii) establishes or causes to be established any promotion that provides any rewards, points or compensation for qualified leads, or that allows third parties to place Links to the Destination Site without WBShop's prior written permission; (viii) establishes or causes to be established any offer or promotion that is not authorized by WBShop through the Program; (ix) breaches the licensing provisions of this Agreement; (x) breaches any other intellectual property right, provision of this Agreement, or other of common law intellectual property rights of WBShop; and/or (xi) dilutes, blurs or tarnishes the value of WBShop's Marks.

For purposes of notification of termination by WBShop, delivery via email is considered a written and immediate form of notification.

Upon any termination of this Agreement, WBShop and Publisher will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Publisher from any liability arising from any breach of this Agreement occurring prior to termination.

Upon termination of this Agreement, (i) WBShop's acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination; (iii) Publisher shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licenses of Publisher hereunder shall immediately terminate; and (v) Publisher shall immediately cease all uses of any trade names, trademarks, service marks, logos and other designations of WBShop or the Program, including the immediate removal of all Authorized Links and Authorized Content from the Publisher's Web site.

5. Modification.

WBShop may modify any of the terms and conditions contained in this Agreement at any time and at its sole discretion upon seven (7) days prior notice to Publisher. If any modification is unacceptable to Publisher, Publisher's only recourse is to terminate this Agreement. Publisher's continued participation in the Program following such change notice will constitute Publisher's binding acceptance of the change.

6. Indemnification.

You hereby agree to indemnify, defend and hold harmless WBShop and its related companies, directors, officers, employees and agents, from and against any and all liability, third-party claims, losses, damages, injuries or expenses (including reasonable attorneys' fees), arising out of: (i) a breach, or alleged breach, of any of Publisher's representations or obligations herein, (ii) infringement of a third party's intellectual property rights, or (iii) any deviation from an Authorized Link or Authorized Content.

7. Limitation of Liability.

IN NO EVENT SHALL WBSHOP BE LIABLE TO THE PUBLISHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES (OR ANY LOSS OF PROFITS, REVENUE OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT OR THE PROGRAM, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WBSHOP'S AGGREGATE LIABILTY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM SHALL BE DETERMINED AT THE DATE THE DISPUTE AROSE AND WILL NOT EXCEED THE PREVIOUS THREE (3) MONTHS REFERRAL FEES PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT WILL NOT APPLY TO CLAIMS, DAMAGES AND OTHER LOSSES ARISING IN CONNECTION WITH (I) THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; (II) GROSS NEGLIGENCE; OR (III) WILLFUL MISCONDUCT.

7.  Policies and Pricing.

Customers who buy products through the Program will be deemed to be Company's customers. Accordingly, all Company rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Company may change its policies and operating procedures at any time. For example, Company will determine the prices to be charged for products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Company will use commercially reasonable efforts to present accurate information, but cannot guarantee the availability or price of any particular product. If Publisher offers its users an incentive, discount, cash-back on purchases program or similar program based on the user's purchase through the Program, it shall be solely Publisher's obligation to that user to make payments pursuant to that program. Publisher's sole obligation shall be to pay earned fees to Publisher as stated in this Agreement. At Company's discretion, Company may offer affiliate-wide promotional codes that Publisher can post on Publisher's site. Publisher shall only post promotional codes that are either (a) affiliate-wide or (b) specific for Publisher's site. Publisher may not post promotional codes that are not for Publisher's use. Should Publisher post promotional codes that are not for Publisher's use, Company has the right to withhold referral fees and remove Publisher from Company's affiliate program.

8.  Customer and Sales Information.

Company will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Destination Site from a Tracking Code Link from Publisher's Web site ("Affiliate Customers); and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information). Subject to the terms and conditions of this Agreement, Company grants you a limited worldwide, non-exclusive, non-transferable royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without WBShop's prior written approval. You agree not to send Affiliate Customers e-mail communications promoting your Site as an affiliate of WBShop or otherwise unless granted previous approval by WBShop, and to comply with all applicable federal, state and local anti-spam and other laws, rules and regulations to the extent that WBShop permits you to send any such email communications.

9.  Disclaimers.

WBShop makes no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of merchantability, non-infringement, or any implied warranties arising out of a course of performance, usage). In addition, WBShop makes no representation that the operation of its Web site will be uninterrupted or error-free, and WBShop will not be liable for the consequences of any interruptions or errors.

WBShop makes every reasonable effort to track and pay fees for all Qualified Referrals. However, WBShop is not responsible for any inaccuracies that might occur beyond its control. If there are any disputes between WBShop and Publisher regarding fees for Qualified Referrals, WBShop's decision is final to the extent that such tracking is done by WBShop and not CJ.

WBShop makes no warranties expressed or implied with regard to the Program except as stated in this Agreement.

9.  Independent Investigation.

Publisher acknowledges that it has read this Agreement and agrees to all its terms and conditions. Publisher understands that WBShop 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 or conduct marketing campaigns that are similar to or compete with Publisher's Web site and the Affiliate Program.

10.  Governing Law and Dispute Resolution. 

This Agreement shall be construed in accordance with the laws of the State of California of the United States of America, without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction.  Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate ("Dispute), except as set forth below, shall be resolved according to the procedures set forth below, which shall constitute the sole dispute resolution mechanism hereunder.  The parties further agree that any dispute over the enforceability or validity of this agreement to arbitrate shall be resolved by the arbitrator to the extent permitted by law. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act ("FAA).  The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor ("JAMS) in effect at the time the request for arbitration is made (the "Arbitration Rules).  The parties agree that the costs of the arbitration will be shared pro rata to the extent permitted by law. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules.  The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute.  The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award.  Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any California state or federal court with experience in matters involving the entertainment industry.  If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County.  The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.  The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.

Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of this Agreement) in the state and federal courts of Los Angeles County.

Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County.

11.  Additional Terms.

Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of WBShop. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.

The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.

Publisher and WBShop are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Publisher and WBShop. Publisher has no authority to make or accept any offers or representations on WBShop's behalf. Publisher shall not make any statement or assertion, whether on its Web site or elsewhere, that reasonably would contradict anything in this Section. Publisher may not incur any debt, expense or obligation on behalf of, for, or in WBShop's name.

WBShop may identify Publisher or Publisher's Web site as a participant in the Program without providing Publisher prior notice or obtaining Publisher's specific written consent. Such identification may be oral, written, or electronic, and may include (but is not limited to) public announcements, promotional materials, internal and external reports, and public filings.

No delay or failure by WBShop in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

The rights and remedies of WBShop are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.

This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

By applying to the Program, using the automatic facility located on the CJ Network Service, and by clicking-through the acceptance button to this Agreement, Publisher executes, accepts, enters into, and becomes party to this Agreement, effective on the date of such acceptance to this Agreement.

Official notices to WBShop should be sent to:  Warner Bros. Home Entertainment Inc., 4000 Warner Boulevard, Bldg. 160, Burbank, CA 91522, Attention: Clarissa Weirick, EVP and General Counsel. BY APPLYING FOR THE WBSHOP PROGRAM AND CLICKING ON THE "ACCEPT ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.