Symantec Corporation and/or its subsidiaries (“Symantec”) is willing to authorize you (referenced below as “ You ” or “Your”), as an individual or other legal entity, to participate in the Symantec Affiliate Program only on the condition that You accept all of the terms of the Agreement. This “Agreement” is comprised of the content contained herein, the terms contained on the Symantec Affiliate Program online interface and all other documents or collateral incorporated herein by references below . The “Symantec Affiliate Program,” or “Program,” is a Symantec marketing program conducted through an affiliate network partner, which involves participants, like You, posting links that drive traffic to the Symantec electronic storefront (the “Storefront”), with participants receiving varying commissions based on sales resulting from such links. The Program is more fully described in the documents and collateral provided to You as part of Your participation in the Program. All materials, documents, text, links, banners, ads, images, or any other items Symantec provides to you as part of your participation in the Program is referred to as “Symantec Content” from this point forward.

Read this Agreement carefully before engaging in any part of the Program, or using any Symantec Content. This is a legal and enforceable contract between You and Symantec. By accepting these terms, by engaging in any part of the Program, or by using any of the Symantec Content, you agree to the terms and conditions of this Agreement. If you do not agree to these terms and conditions, then do not engage in any part of the Program and make no use of any Symantec Content. This Agreement, as defined above, constitutes the entire agreement between the parties pertaining to this subject matter, and supersedes all other written or oral agreements with respect thereto.

As part of your participation in the Program, You agree:

• You will comply with all applicable laws and regulations, whether foreign, federal, state or local, applicable to the activities performed hereunder , specifically including any EU data protection laws.
• You will comply with Symantec policies regarding spam and privacy.
• You will not use any adware, scumware, Trojan horse, malware, and/or the like.
• You will not display or refer to pricing information of any kind regarding Symantec products or services on Your websites or any website controlled by You, unless otherwise agreed to in writing by Symantec.
• You will comply with Symantec’s privacy policy, as well as the “legal notices” section of Symantec’s website, both of which are found on www.symantec.com.
• You will not make any communications concerning warranties, representations as to the Symantec products, nor any communications regarding order status, customer service or availability of the foregoing.
• Except for Your use of the Symantec Content as specifically authorized herein, You may not refer to Symantec in any capacity, orally or in writing, for any purpose, without Symantec’s prior written consent.
• You may not post adult-oriented content on any page on which the Symantec Content appears. You may not post any offensive content or incorporate images or content that is any way harmful, threatening, obscene, harassing, or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Symantec’s sole discretion.
• You may use the links or and/or banner ads Symantec provides to you solely in the form in which they are provided to You. You may not alter the Symantec Content in any fashion. Subject to the limitations contained herein, you may place such links and/or banner ads on Your website in whatever location you prefer. Except as expressly stated in this Agreement, you have no other rights to use Symantec Content, or other Symantec intellectual property in any manner.
• You will comply with Symantec’s trademark, copyrighting and other intellectual propertycriteria and requirements.
• You agree you may not bid on search terms available from Web sites, search engines or other directory or referral services (e.g. Overture, Google, and Yahoo!) without Symantec’s prior written consent. You can request participation in the search channel by emailing such requests to symantecaffiliate@digitalriver.com.
• You agree that You may not distribute, transfer, sublicense, or otherwise use any Symantec Content in a manner which is not specifically authorized by this Agreement or which is inconsistent with any term of this Agreement or provision of law.
• You acknowledge that Symantec owns and will retain all right, title, and interest in all Symantec Content, including, without limitation, any proprietary rights which may be developed in the future. Your use of Symantec Content inures exclusively to the benefit of Symantec, and You obtain no rights in Symantec Content through Your use thereof.
• You agree that you may not use, or apply to register, any domain name or trade mark incorporating the Symantec brand (or any part of it) without Symantec’s prior written consent.
• You agree that You may not pass yourself off as the Symantec website or promote Yourself in a way which is likely to confuse or mislead third parties into thinking You are Symantec or a partner of Symantec; this includes copying and framing any of the Symantec web pages.
• You may not insert any type of a tracking method or tracking data on any of the links for the Program or on any pages of the Storefront, which would allow a session to be permanent or otherwise allow an entity to capture: (a) a browser in use by a potential customer; (b) any particular site; or (c) any information captured within a session that may be associated with an individual customer.
• You acknowledge and agree that your participation in the program is in Symantec’s sole discretion, and that Symantec may terminate your participation in the Program at any time, with or without notice, for its convenience. This Agreement starts on the date You accept this Agreement as stated above, and will last until the day either Party terminates this Agreement. Neither You nor Symantec are obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not Your participation in the Program will continue for any period of time.
• You acknowledge Symantec owns and has exclusive rights to any and all customer information which comes into its possession as a result of, or relating to, the activities covered by this Agreement.

Amending the Agreement. Symantec may amend this Agreement at any time by publishing a new version on the Symantec Affiliate Program online interface. Your continued participation in the Program following the effective date of a new version, including your use of any Symantec Content, will constitute Your acceptance of the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by Symantec. If any amendment made by Symantec in this manner is unacceptable to you, your only recourse is to terminate this Agreement. No other amendments to this Agreement shall be valid unless made in writing and signed by both You and Symantec.

Payouts. A “Customer” means a customer who used a Referral Link to purchase the Symantec Product on the Storefront. A “Referral Link” is unique Internet URL, issued to you, which is to be used to refer potential customers to the Storefront. A “Referral Sale” is a sale of Symantec Product or third party products bundled with a Symantec Product on the Storefront to a purchaser who entered the Storefront and made the purchase via a Referral Link. “Chargebacks” means an amount of money which has been: (i) deemed to have been refunded by or returned by Symantec or Digital River to a Customer based on a Referral Sale which has been voided, retracted, subject to returns, been reversed due to fraud, or otherwise rescinded for any reason; or (ii) retrieved from, reserved against and/or or charged against Digital River or Digital River’s credit card/debit card merchant accounts under the terms of any applicable credit card merchant account agreements; or (iii) retrieved from, reserved against and/or or charged against Digital River, Digital River’s bank accounts or Digital River’s credit card merchant accounts because of government actions including but not limited to embargo, court order, levy, security interest or other form of lien, reclamation, escheat or civil forfeiture. A Chargeback is a “RelatedChargeback” to the extent Digital River’s records indicate that such Chargebacks arose out of, or relate to, particular Referral Sale(s), regardless of whether the original Referral Sale occurred during the current payment period or a prior payment period. “Gross Receipts” means, for any particular period of time, the gross sum of money actually received from Customers during the relevant period for all Referral Salesunder the Programless the amount collected by Digital River for any shipping, sales or use taxes, valued added or other transaction-based taxes, import or export duties or import/export fees arising out of such Referral Sales. “Net Receipts” means, for any particular period of time, the net result of the following calculation: (i) the Gross Receipts accruing during such period; less (ii) the gross sum of all Related Chargebacks, which accrued during such period. Payouts will be calculated by multiplying the applicable commission by the appropriate Net Receipts accruing during the relevant payment period for a particular Affiliate. By way of illustration: (applicable commission percentage) x (Net Receipts accrued during the payment period) = Payout.

Confidentiality. Each Party acknowledges that in the course of the relationship contemplated by this Agreement it will receive information that is confidential and proprietary to the other. Each Party agrees not to use such information except in performance of this Agreement and not to disclose such information to third parties. Such confidential and proprietary information consists of the terms of this Agreement, and other information which by its nature or the circumstances surrounding it, should reasonably be considered as confidential by such Party and any other information disclosed by such Party. The foregoing restrictions will not apply to information that (a) has been independently developed other than pursuant to this Agreement, (b) has become publicly known through no wrongful act of the Party wishing to make use of such information, (c) has been rightfully received from a third party authorized to make such disclosure without restriction, (d) has been approved for release in writing, or (e) is required to be disclosed by law, pursuant to a statute, regulation or valid order, provided that the Party required to make such disclosure shall first notify the disclosing Party and gives the disclosing Party the opportunity to seek a protective order or to contest such required disclosure.

Non-Exclusivity. Your relationship with Symantec is non-exclusive, and Symantec may enter into similar relationships with others without regard to competition with You or any of Your other interests. Symantec neither approves nor endorses Your businesses or other efforts other than potentially approving You to participate in the Program as described in this Agreement, and You shall not in any way imply any other approval or endorsement by Symantec.

No Warranties; Disclaimers; Limitation on Liability. Symantec makes no promises or warranties to You that customers will purchase products through you as a part of your participation in the Program, or that the Storefront will operate at all times or without error.

THE PROGRAM, THE SYMANTEC CONTENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE PROGRAM, THE SYMANTEC CONTENT, AND ANY SYMANTEC PRODUCTS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. SYMANTEC LICENSES ITS PROGRAM MATERIALS “AS IS,” AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS (INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE DISCLAIMED.

SYMANTEC SHALL NOT BE LIABLE TO YOU FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR THE LOSS OF ANTICIPATED PROFITS ARISING FROM ANY PERFORMANCE OR BREACH OF THIS AGREEMENT EVEN IF NOTICE IS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF SYMANTEC HEREUNDER SHALL BE LIMITED TO ONE HUNDRED DOLLARS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

You agree that Your sole and exclusive remedy for any breach of this Agreement by Symantec is for You to: (a) collect any payments owed to You by Symantec as a result of our participation in the Program according to its terms; or (b) terminate this Agreement.

Indemnification. You shall indemnify and hold Symantec harmless from and defend any claim, suit, demands, losses, costs, expenses, penalties, or proceeding, and pay any settlement amounts or damages, arising out of claims by third parties which arise, result from, or relate to: (a) Your violation, breach, or failure to perform any of Your representations, warranties, and/or obligations under this Agreement; (b) an actual or alleged breach of any applicable laws by Symantec caused directly or indirectly by Your actions or inactions; (c) Your participation in the Program; (d) claims arising out of any other activities You perform, services You provide, or products You sell; (e) the assertion of any infringement or other claims alleging that Your content violates the intellectual property rights of any other person or organization; or (g) the negligence or willful acts or omissions of You or Your employees or agents.

Symantec will promptly notify You in writing of any such claim, and permit You to control the defense or settlement thereof and will cooperate in the defense or settlement thereof. If You fail to respond to Symantec after its written notice to You within fourteen business days, fail to undertake and continue the defense, or fail (in Symantec’s sole and reasonable opinion) to adequately pursue or conduct the defense, Symantec will have the right (but not the obligation) to make and continue the defense as it considers appropriate, and the expenses and costs thereof (including without limitation the amounts of any judgment rendered against Symantec) will be paid by You. You further agree that You will indemnify Symantec for any reasonable attorneys’ fees or other costs incurred by Symantec in investigating or enforcing its rights under this Agreement.

No Assignment. You may not assign its rights or obligations under this Agreement, by operation of law or otherwise, without Symantec’s written consent. Any attempted assignment except as expressly allowed by this section is null and void. Subject to the foregoing, this Agreement will benefit and bind the successors and assigns of the Parties.

Potential Relief. You acknowledge that a breach of this Agreement may cause irreparable damage that cannot be remedied in monetary damages in an action at law, and may also constitute infringement of Symantec’s rights in and to its web site, trade names, trademark, copyrighted materials, and/or logo. In the event of any breach that could cause irreparable harm to Symantec, or cause some impairment of dilution of its reputation or trademark rights in Symantec’s logo, Symantec shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.

Miscellaneous. Each Party represents and warrants to the other Party that it has the full power to enter into this Agreement and to carry out its obligations under this Agreement. Each Party acknowledges and agrees that it is an independent contractor and not an agent, Partner or joint venturer of the other Party. Any term adjudged unenforceable is deemed amended to the extent to make it enforceable and the balance remains in full force. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing. This Agreement is the complete and exclusive agreement between the Parties with respect to the Agreement’s subject matter. The Agreement supersedes and replaces any and all prior agreements, communications, and understandings, both written and oral, about this subject matter. This Agreement may be executed in counterparts.

Governing Law; Notices. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by section 1646.5 of the California Civil Code or any similar successor provision) without giving effect to any choice of law rule. In the event of any legal action or claim concerning the terms of this Agreement or the performance of any Party under the terms of this Agreement, all reasonable legal fees, costs and expenses of the prevailing Party relating to such legal action or claim shall promptly be paid by the other Party. You hereby agree that the exclusive jurisdiction and venue for any legal action or proceeding relating this Agreement shall be in the state and federal courts sitting in Santa Clara County in the State of California. Notices to either Party shall be in writing and shall be deemed delivered when served in person or three (3) business days after being deposited in the United States mail, first-class certified mail, postage prepaid, return receipt requested, or one (1) business day after being dispatched by a nationally recognized one-day express courier service addressed to the parties as indicated below. A copy of any notice to Symantec shall be sent to the General Counsel.