This Publisher Agreement ("the Agreement"), in combination with your Publisher Service Agreement with Commission Junction, Inc. ("CJ"), contains the complete terms and conditions that apply to your participation as an Publisher in the Booksonline Publisher Network operated by YORK ENTERPRISE SERVICES, LLC ("YES" or "us"/"our"), and the establishment of links from your Publisher web site to any of our web sites. By submitting an application for participation in this Network, you confirm that you have reviewed and agree to be bound by these terms.

1. Enrollment in the Publisher Network

To begin the enrollment process and become an "Publisher Site", you must be a legal United States resident (or a business located in the U.S.) or operate a website whose target audience is primarily United States residents, and you must submit a complete Publisher Network application to YES through CJ.

YES will evaluate your application in good faith and will notify you through CJ of your acceptance or rejection in a timely manner. YES may reject your application if YES determines (in its sole discretion) that your site is unsuitable for the Publisher Network for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If YES rejects your application, you are welcome to reapply to the Publisher Network at any time.

2. Promotion of Our Publisher Relationship

a. . Reporting: As a Publisher Site, YES will make available to you during the term of this Agreement (via the CJ account manager interface for Publishers) a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Publisher Program and will establish a link from your site to ours.

b. . Links: You agree that you will cooperate fully with YES in order to establish and maintain such Links. You also agree that you will display on the areas of your site used to promote the YES book clubs only those graphic or textual images (indicating a Link) that are provided by us or through the CJ account manager interface for Publishers, and you will substitute such images with any new images made available by us, and shall conform your site to the YES Program terms as modified from time to time throughout the term of this Agreement. All Publisher Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Links may be modified and/or expanded from time to time throughout the term of this Agreement only with YES' written consent. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site. YES has the right in its sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. If, at any time, in the sole opinion of YES, you have failed to comply with the terms of this Agreement, YES may terminate this Agreement upon notice to you and avail itself of any or all remedies provided for herein or available at law or in equity, and you shall promptly remove all Links and references to YORK ENTERPRISE SERVICES, LLC on your sites.

3. YES Responsibilities

YES through its designee (CJ) will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. YES and CJ will be solely responsible for processing every valid order placed by a customer following a Link from your site, for tracking the volume and amount of valid qualified applications generated by your site, and for reporting applications statistics. YES will be responsible for application processing, order entry, payment processing, shipping, cancellations, returns, and related customer service.

4. LIMITATIONS AND OBLIGATIONS REGARDING YOUR SITE

a. YOU SHALL NOT MAKE ANY USE OF ANY YES MATERIALS (DEFINED IN § 11a BELOW) FOR PURPOSES OTHER THAN GENERATING BOOK CLUB APPLICATIONS ON YOUR SITE FOR YES WITHOUT FIRST SUBMITTING A SAMPLE OF SUCH TO US AND OBTAINING THE PRIOR WRITTEN CONSENT OF YOUR YES ACCOUNT EXECUTIVE, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. YOU AGREE NOT TO USE THE YES MATERIALS IN ANY MANNER THAT IS DISPARAGING, THAT OTHERWISE PORTRAYS YES IN A NEGATIVE LIGHT.

b. YOU WILL BE SOLELY RESPONSIBLE FOR THE DEVELOPMENT, OPERATION, AND MAINTENANCE OF YOUR SITE AND FOR ALL MATERIALS THAT APPEAR ON YOUR SITE. SUCH RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED TO, THE TECHNICAL OPERATION OF YOUR SITE AND ALL RELATED EQUIPMENT; POSTING APPROVED BOOK CLUB OFFERS, DESCRIPTIONS, AND REFERENCES ON YOUR SITE AND LINKING THOSE DESCRIPTIONS TO OUR ENROLLMENT SITES; VERIFYING THE ACCURACY AND PROPRIETY OF MATERIALS POSTED ON YOUR SITE; ENSURING THAT CONTENT POSTED ON YOUR SITE DOES NOT VIOLATE OR INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY AND ARE NOT LIBELOUS, DEFAMATORY, OR OTHERWISE ILLEGAL.

c. YOU HEREBY AGREE THAT YOUR SITE WILL NOT, IN ANY WAY, COPY OR RESEMBLE THE LOOK AND FEEL OF ANY YES BOOK CLUB SITE NOR WILL YOU CREATE THE IMPRESSION THAT YOUR SITE IS A YES SITE OR IS A PART OF A YES SITE, NOR WILL YOU FRAME ANY PAGE ON A YES SITE BEING VIEWED BY A USER OF YOUR SITE WHO LINKS TO A YES SITE THROUGH A LINK.

d. YOU HEREBY AGREE THAT YOU WILL NOT USE ANY PHOTO, NAME, LIKENESS, OR OTHER CONTENT WHICH CREATES THE IMPRESSION, EITHER EXPRESSLY OR IMPLIEDLY, THAT (i) YES ENDORSES ANY THIRD PARTY BUSINESS, WEBSITE, ENTITY, OR PERSON, OR (ii) ANY THIRD PARTY BUSINESS, WEBSITE, ENTITY, OR PERSON ENDORSES YES OR ANY OF ITS BOOK CLUBS.

e. YOU ALSO HEREBY AGREE THAT YOUR SITE WILL NOT COPY, REPRODUCE, DISPLAY, AND/OR CONTAIN ANY CONTENT OBTAINED OR DERIVED FROM A YES SITE OR ANY MATERIALS WHICH ARE PROPRIETARY TO YES, EXCEPT (i) WITH OUR PRIOR WRITTEN PERMISSION, OR (ii) MATERIALS WHICH ARE OBTAINED BY YOU VIA THE CJ ACCOUNT MANAGER INTERFACE FOR PUBLISHERS IN ACCORDANCE WITH THE PROVISIONS HEREOF OR THE POLICIES OR INSTRUCTIONS THEREON. YOU FURTHER HEREBY AGREE THAT YOU WILL NOT PURCHASE OR OTHERWISE CONTRACT WITH A THIRD PARTY TO EXPLOIT ANY OF THE YES PROPRIETARY MATERIALS FOR THE PURPOSE OF CAUSING YOUR SITE TO APPEAR AS A SEARCH RESULT OR FOR ANY OTHER REASON.

5. Other Responsibilities and Opportunities of Publisher Sites

a. If you qualify and agree to participate as a Publisher Site, you shall display Links prominently throughout your site in accordance with this Agreement and subsequent any written notices as required by the terms of this Agreement (including, but not limited to, any notice sent via email).

b. Contests and Promotions: As a Publisher Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions YES may offer, and in connection therewith, YES shall make such contests and promotions available to users of your site. In addition, subject to your compliance with this Agreement, you may be entitled to earn commissions as set forth in section 5 below.

6. Commission Accrual Procedure and Rate

a. To generate a commission, a customer must follow the Link from your site to our site, and successfully submit a valid qualified application for book club membership through our online ordering system. The commission rate will be set forth on the CJ Program Page for YES and may be changed from time to time by YES by posting and notifying Publisher of a different commission rate as appears on the CJ Program Join Program Page.

b. Only valid qualified applications, for which YES has received completed and valid information through Links to our site will qualify for a commission. For Zooba, an application is not a valid qualified application unless the applicant creates a Reading list and submits at least one (1) book to the Reading list. The number of valid qualified applications attributable to your Links (and thus the commission amount) will be reduced for invalid name and address information of Visitors, suspected or actual fraud, and any other applications determined by YES to be incomplete or in violation of the terms of this Agreement or YES's Program terms.

c. No commission will be earned unless the visitor to our site is tracked by the system from the time of the Link to the time the valid qualified application is submitted to YES. No commission will be paid if the visitor to our site cannot or has not been tracked by our system. Or, for Zooba, if a book is not added to a Reading list. The following scenarios are presented for the purpose of illustration only and YES reserves the exclusive right to determine when and if a commission has accrued in accordance with the terms of this Agreement: (i) if an individual merely visits a YES site through a Link from Publisher Site A, but does not apply for a Book Club membership, a commission will not accrue to Site A's account; however, if the same individual then later returns to a YES site through a Link from Publisher Site B, whereupon the individual submits a valid qualified application for a Book Club membership, a commission will accrue to Site B's account; (ii) if a visitor comes to a YES site through a Link on Site A, but does not submit a valid qualified application, and later returns to a YES site directly more than 24 hours later (i.e., without using the Link from Site A) and submits a valid qualified application for a book club membership, no commission will accrue to Site A's account.

7. Commission Payment

Payment shall be made by YES through CJ in accordance with the terms of the CJ Network. No amounts will be included for any applications deemed invalid or fraudulent.

8. Reports

During the Term you will be given a password and have the ability to enter a password-protected site to receive your statistics.

9. Policies and Pricing

Customers that become members of a YES book club through your Publisher Site will be deemed to be customers of YES for all purposes. Accordingly, all YES rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. YES may change its policies and operating procedures at any time without advance notice to you. For example, YES will determine the offers for membership in YES book club promoted by the Publisher Network in its sole discretion and accordance with its offer policies. Book Club offers, products, prices and availability may vary from time to time.

10. Publicity

You shall not create, publish, distribute, or permit any material or content that makes reference to YES without first submitting such material to YES and receiving its written consent, which YES agree shall not be unreasonably withheld.

11. Use of the YORK ENTERPRISE SERVICES, LLC Logos and Trademarks

a. YES grants you a non-exclusive, non-transferable, non-sublicenseable, fully revocable license to (i) access our site through the links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such links, to use the booksonline™ trademark and logo and similar identifying material relating to YES (but only in the form(s) that they appear in the CJ account manager interface for Publishers) (collectively, the "YES Materials"), for the sole purpose of linking your site to our site, where your users can apply to YES book clubs. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE YES MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE YES MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE PUBLISHER NETWORK. This license shall expire and/or terminate upon the effective date of the expiration or termination of this Agreement. YES reserves all of our rights in the YES Materials and in our other proprietary rights. YES may revoke your license at any time, by giving you written notice.

b. You grant to YES a non-exclusive license to utilize your names, titles, and logos as set forth on Exhibit A hereto, as the same may be amended from time to time (the "Publisher Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that YES shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

c. Upon termination of this Agreement, the rights set forth in this section shall cease and both parties agree to promptly remove all Links and references to the other party and their materials as set forth hereunder from their respective sites.

12. Term of the Agreement

a. The term of this Agreement will begin upon acceptance by YES of your Publisher Network application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party 7 days written notice of termination or such shorter notice as permitted by the CJ Network. You are only eligible to earn commission on valid qualified applications received by YES during the term, and commissions earned through the date of termination will remain payable only if the related valid qualified applications are processed through our online ordering system and received by our mainframe system and not cancelled or returned. YES may withhold your final payment for a reasonable period of time to verify our receipt of valid qualified applications to ensure that the correct amount is paid, provided such timeframe is consistent with CJ's Chargeback Period.

b. YES may in its sole discretion, immediately terminate this Agreement with written notice and without obligation to issue unpaid commissions if it determines that you have breached and/or failed to comply with law, rule, regulation, or any material provision, term, condition, obligation, or limitation contained in this Agreement and/or one or more of your websites is unsuitable for continued participation as a Publisher, as determined in the sole discretion of YES.

13. Modification

YES may modify any of the provisions contained in this Agreement at any time in our sole discretion with seven (7) days prior written notice to you; all other provisions of this Agreement will remain in full force and effect in accordance with their terms. You will be notified through the CJ account manager interface in the CJ marketplace. Modifications may include, but shall not be limited to, changes in the scope of available commissions, commission schedules, procedures, and YES Publisher Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the YES Publisher Program following notification of a change notice or posting of a new Agreement in the CJ marketplace will constitute binding acceptance of the change and legally sufficient consideration therefor.

14. Relationship of Parties

You, CJ, and YES are each independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between any of the parties and/or a party and CJ. 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.

15. Representations and Warranties

You hereby represent and warrant to us as follows:

a. This Agreement has been accepted, duly and validly executed and/or electronically authenticated and delivered by you, and constitutes a legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The execution, authentication, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. You are the sole and exclusive owner of the Publisher Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Publisher of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

f. You are at least 18 years of age, and the participating Publisher Website is targeted primarily to United States consumers.

16. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Publishers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Publishers. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

17. Disclaimers

a. YES DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT, THE PUBLISHER NETWORK, AND/OR ANY YES BOOK CLUBS PROMOTED THROUGH THE PUBLISHER NETWORK (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, YES DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND YES WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

b. YES DISCLAIMS ALL LIABILITY FOR ALL MATTERS RELATING TO THE DEVELOPMENT, OPERATION, MAINTENANCE AND CONTENT ON YOUR SITE. FURTHER, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM ALL CLAIMS, DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) RELATING TO THE DEVELOPMENT, OPERATION, MAINTENANCE, AND CONTENTS OF YOUR SITE.

c. YES WILL USE COMMERCIALLY REASONABLE EFFORTS TO PRESENT NON-CONFIDENTIAL INFORMATION RELATING TO ITS POLICIES AND PRICING, BUT YES DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OF ANY PARTICULAR BOOK CLUB PRODUCT.

d. Each party agrees and represents that this Agreement does not in any way constitute approval, endorsement, or acceptance of the content of the other party's webpage(s) or website(s). EACH PARTY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE CONTENT OF THE OTHER PARTY'S WEBSITE, INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT, CONTENT ACCURACY, DEFAMATION, AND OTHER UNLAWFUL CONTENT. Each party reserves the right to place a disclaimer on its website or in promotional materials to reflect the disclaimers set forth herein.

18. Limitation of Liability

YES 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 PUBLISHER NETWORK, EVEN IF YES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PUBLISHER NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

19. Indemnification

You hereby agree to indemnify and hold harmless YES and its subsidiaries and Publishers, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Publisher Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

20. Independent Investigation/Conflicts

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT YES 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 PUBLISHER NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21. Governing Law

THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF NEW YORK, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK, NEW YORK, AND YOU IRREVOCABLY CONSENT TO THE PERSONAL 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 TO ENFORCE YOUR STRICT PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT WILL NOT CONSTITUTE A WAIVER OF OUR RIGHT TO SUBSEQUENTLY ENFORCE SUCH A PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT.