Walmart.com Operating Agreement for Affiliate Network

This Agreement contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Network of Walmart.com (the "Program"). As used in this Agreement, "we" means Wal-Mart.com USA, LLC (and its parent company and related entities), and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the Walmart.com site or to the site that you will link to using Qualifying Links as defined in Section 2 of this Agreement.

You may submit a completed Program application to begin the enrollment process. Submission of your application to the Walmart.com Affiliate Program implies acceptance to 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 if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program.

Wal-Mart Stores, Inc. and Wal-Mart.com USA, LLC associates and suppliers are not eligible to enroll in the Program.

Unsuitable sites include, but are not limited to, those that:

• Promote sexually explicit material;
• Promote violence or hate toward any persons or groups;
• Promote illegal activities;
• Promote alcohol, tobacco, gambling/lottery in any way;
• Promote the use of pyramid, "ponzi", or similar investment schemes;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
• Include "walmart", "wal-mart" or variations or misspellings thereof in their domain names;
• Otherwise violate intellectual property rights of Walmart.com, Wal-Mart Stores or its suppliers;
• Disparage Walmart.com, Wal-Mart Stores or their suppliers;
• Are under construction or not live at the time of application;
• Require a username and password to access;
• Are non-US based or are sites that primarily serve a non-US based audience; and
• Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to our site.

In addition, we will not accept sites that provide a portion of their Referral Fees as defined in Section 5 or affiliate benefits to sites or organizations that violate any of the above criteria.

We also will not accept sites that provide rewards back to their members in the form of points or cash-back, or conduct other similar loyalty programs in connection with purchases made by members via their sites. In addition, Walmart.com may, at its discretion, decline to accept, require adherence to an additional set of terms and conditions, or require the posting of specific copy for any site that donates, directs or transfers any portion of their Referral Fees or affiliate benefits to any charitable site, education-related site, organization or program.

Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time.

The terms of this Agreement and our acceptance criteria are subject to change at any time without prior notice.

All decisions for acceptance into the Wal-Mart Affiliate Program will be made within our sole discretion.

If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our site unless you are approved for the Program.

Top of Page

Upon acceptance into the Program, we will make available to you Qualifying Links that are subject to the terms and conditions of this Agreement. A "Qualifying Link" is a link from your site to our site using one of the Universal Record Locators ("URLs") or graphic links provided by Walmart.com for use in the Program.

The Qualifying Links will serve to identify your site as a member of the Program and will establish a link from your site to our site. All Qualifying Links that you will use in the Program will be provided to you from The LinkShare Network or by other means selected by us. You also agree that you will display on your site only those graphic images (indicating a Qualifying Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement.

Only valid Qualifying Links generated by the LinkShare Network will be tracked for purposes of determining Referral Fees that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your site.

Only Qualifying Links may be used to link your site to areas within our site. You may post as many Qualifying Links to our site 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 but otherwise will be in your discretion.

You acknowledge that, by participating in the Program and placing a link to Walmart.com (or any category page therein) on your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy.

Top of Page

You understand and acknowledge that this Agreement is made between you and Wal-Mart.com USA, LLC and is solely for the purpose of allowing you to link to the Walmart.com website.

As a condition to your acceptance and participation in the Program, you agree to not engage in the following practices:

• any violation of applicable federal, state, or local laws and regulations;
• use the name Wal-Mart, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT use Walmart.com's name, or any variation thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL;
• engineer your site in such a manner that pulls Internet traffic away from Walmart.com;
• bid on keywords as further detailed in Exhibit A — Guidelines for Using the WALMART.COM Trademarks;
• attempt to modify or alter our site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site, e.g., "framing" or "wrapping" the Walmart.com site in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to Walmart.com, Attn: Affiliate Program Manager, 7000 Marina Boulevard, Brisbane, CA, 94005;
• "scrape" or "spider" the Walmart.com site or any other Wal-Mart Stores websites for content (such as images, logos or text);
• employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any website; and
• use Walmart.com or Wal-Mart Store's vendors or suppliers' logos, trade names, trademarks, graphic images, product images, product references and similar identifying material except material provided by Walmart.com for use in the Program.

Prohibitions regarding use of email: You may NOT do any of the following unless you first obtain in advance Walmart.com's express written permission. Such requests must be made in writing and sent to Walmart.com, Attn: Affiliate Program Manager, 7000 Marina Boulevard, Brisbane, CA, 94005. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the LinkShare Affiliate Membership Agreement, as amended, as well as all prohibitions and requirements under the federal CAN-SPAM Act of 2003 and all other applicable laws and regulations. You may not:

• generate or send any email messages or other "electronic messages" (as defined in the LinkShare Affiliate Membership Agreement, as amended) using or containing Walmart.com's name or logo, or any variation thereof, or the Wal-Mart name or logo, or any variation thereof, or any of our Trademarks (as defined below) or products, or any of the Qualifying Links or URLS provided to you as part of the Program;
• send any email or other "electronic messages" that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Walmart.com, Wal-Mart Stores or any related entity was the sender or sponsor of such email or procured or induced you to send such email;
• forward, redistribute, or otherwise repurpose any email communications or newsletters or other "electronic messages" that Walmart.com sends to its affiliates and/or customers; and
• generate or send any unsolicited email (spam) under this Agreement or any email in violation of the CAN-SPAM Act of 2003 or any other applicable laws or regulations.

Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Walmart.com against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages. In addition, you shall protect, defend, indemnify and hold harmless us and our parent and related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us or our parent or related entities arising out of any content or activity by you or on your site or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for unsolicited email (spamming) or under the CAN-SPAM Act of 2003 or other violations of third party intellectual property rights, rights of privacy, including but not limited to the Children's Online Privacy Protection Act of 1998 ("COPPA"), or publicity rights.

We have the right in our sole and absolute 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, and you agree to provide us with unrestricted access to your site for such purpose.

Top of Page

We will process product orders placed by customers who follow Qualifying Links from your site to the Walmart.com site 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. Through the LinkShare Network, you have the ability to track sales made to customers who purchase products using Qualifying Links from your site to our site and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Qualifying Links between your site and our site are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through The LinkShare Network and may vary from time to time in our and/or The LinkShare Network's reasonable discretion. Walmart.com is not responsible for any changes that The LinkShare Network's format, timing, or types of reports available to members of The LinkShare Network and Walmart.com's Affiliates. Walmart.com will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.

Top of Page

We will pay you Referral Fees on certain product sales to third parties generated from our Walmart.com web site only. For a product sale to generate a Referral Fee, the customer must

• use a browser that has its cookies setting enabled;
• follow a Qualifying Link (in the format specified by Walmart.com) from your site to the Walmart.com site;
• purchase the product using our automated ordering system;
• accept delivery of the product at the shipping destination; and
• remit full payment to us.

We will pay Referral Fees on products that are added to a customer's Shopping Cart within three (3) days after the customer has initially entered our site ("Referral Fee Time") as long as the customer reenters our site directly during that time (and not through another affiliate link). We will not pay Referral Fees on any products that are added to a customer's Shopping Cart on our site when a customer has re-entered our site (other than through a Qualifying Link from your site) after the Referral Fee Time, even if the customer previously followed a link from your site to our site. Purchases from Sam's Club and Samsclub.com, Pharmacy, Travel, Financial Services, Wal-Mart Connect Internet Service, Gift Cards, and Online Gift Cards are not eligible to earn Referral Fees. Customer Service invoice adjustments and reorders are not eligible to earn Referral Fees. Products that are entitled to earn Referral Fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

Top of Page

You will earn Referral Fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "Sale price" means the sale price listed on our site and excludes costs for shipping, handling, gift-wrapping, rebates, refunds, returns, chargebacks, cancellations and taxes. The current Referral Fee Schedule is:

*only for products paid for online at Walmart.com; products paid for at a Wal-Mart retail store are not eligible.

Because of the volume and breadth of items that we carry on our site and our practice of continuing to add new items over time, certain items may not be listed in the Referral Fee database at the time purchases are made through your site. Therefore, you acknowledge that we cannot and do not warrant or guarantee that all items will be paid in accord with the Referral Fee Rates listed above. In those instances payouts may be limited to Referral Fee Rates of 5%. You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Referral Fee Schedule, at any time.

Top of Page

LinkShare will pay you Referral Fees on a monthly basis. Approximately 30 days following the end of each calendar month, you will receive a check for the Referral Fees earned on products that were shipped during that quarter, less any taxes that we are required by law to withhold. If a customer returns a product that generated a Referral Fee, we will deduct the corresponding Referral Fee from your next monthly payment; if there is no subsequent payment, we will send you an invoice for the Referral Fee payable within thirty (30) days of your receipt of the invoice. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by The LinkShare Network and/or Walmart.com and will be final and binding.

Top of Page

Customers who buy products through this Program will be deemed to be customers of Walmart.com without affecting their status as your customer. Accordingly, all Walmart.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Walmart.com. 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. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.

Top of Page

We grant you a limited, nonexclusive, nontransferable, revocable right to access our site through the Qualifying Links solely in accordance with the terms of this Agreement and solely in connection with such links, to use our logos, trade names, trademarks, graphic images and similar identifying material designated in Section 2 (collectively, the "Licensed Materials"), only as provided to you through The LinkShare Network, or by other means selected by us, and solely for the purpose of identifying your site as a Program participant and to assist in generating the sale of Walmart.com products from your site.

You may not modify our logos, trade names, trademarks, graphic images and similar identifying material in any way. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Guidelines (see below), as those may change from time to time. We may revoke your license at any time by giving you written notice.

Top of Page

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:

• the technical operation of your site and all related equipment;
• creating and posting product descriptions on your site and linking those descriptions to our site;
• the accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials);
• 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), or any term of this Agreement;
• ensuring that content posted on your site is not libelous or otherwise illegal; and
• notifying us and The LinkShare Network and Walmart.com of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.

We disclaim all liability for these matters. 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.

Top of Page

The term 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 5 days prior written notice of termination. Upon termination, all Walmart.com 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, and 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.

Top of Page

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 or upon implementation. Modifications may include, for example, changes in the scope of available Referral Fees, Referral 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.

Top of Page

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.

Top of Page

You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your web site(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us and our parent or related entities from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your site (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.

Top of Page

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. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to you under this Agreement.

Top of Page

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.

Top of Page

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, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Top of Page

This Agreement will be governed by the laws of the United States and the state of Arkansas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Benton County, Arkansas 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.

Top of Page

You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

Top of Page

Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your 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 you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Walmart.com.

Top of Page

Guidelines for Using the WALMART.COM Trademarks

These guidelines apply to your use of WALMART.COM and other trademarks and service marks belonging to Wal-Mart.com USA, LLL, Wal-Mart Stores, Inc. or other related entities (the "Trademarks") in content that has been approved by us.

1. You may use the Trademarks only for purposes expressly authorized by us.
2. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
3. You may not display the Trademarks in any manner that implies endorsement of your web site or business by Walmart.com outside of your involvement in the Program.
4. You may not use the Trademarks to disparage Walmart.com, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks.
5. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may place the Walmart.com name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and sites.
6. You must use the TM symbol next to the trademarks. You must use the SM symbol next to the service marks.
7. You must include the following statement in your materials that include the Trademarks: "WALMART.COM SM is a service mark of Wal-Mart.com USA, LLC and Wal-Mart Stores, Inc." You must include similar statements for any other Trademarks used on an ongoing basis in your materials.
8. You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit. In addition to all terms and prohibitions contained in the Walmart.com Operating Agreement for Affiliate Network, you must abide by the following Prohibitions: YOU MAY NOT USE THE TRADEMARKED NAMES, WAL-MART, WALMART.COM, WAL-MART STORES, OR ANY VARIATIONS THEREOF, IN ANY MANNER INCLUDING KEYWORD BIDDING ON SEARCH ENGINES; YOU MAY NOT USE WAL-MART, WALMART.COM, OR ANY VARIATION THEREOF, IN METATAGS; YOU MAY NOT USE WAL-MART, WALMART.COM, OR ANY VARIATIONS THEREOF, IN HIDDEN TEXT OR SOURCE CODE; YOU MAY NOT USE WAL-MART, WALMART.COM, OR ANY VARIATIONS THEREOF, IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR (URL).
9. You agree not to bid on any keyword on any Pay per Click Search Engines (PPCSEs) that is one of our trademarks (or a derivation of a trademark, or any other word or term that is likely to cause confusion regarding its affiliation with us) of us in Pay per Click Search Engines (PPCSEs). Examples of these keywords include, but are not limited to: "Walmart.com", "Wal-Mart", "walmart", "walmartcom", "wal mart com", "wal-mart.com", "Sam's Club and "samsclub.com". We may, in our sole discretion, modify this list from time to time to include any other word or phrase. You may bid on keyword strings such as "Wal-Mart coupons", "Walmart.com Electronics", "Wal-Mart Toys". You may not bid on keywords strings that contain the terms "Rollbacks" or "Advertised Values".
10. You also agree not to bid on any keyword on any Pay per Click Search Engines (PPCSEs) that is one of our competitors' trademarks (or a derivation of a competitor's trademark, or any other word or term that is likely to cause confusion regarding its affiliation with the competitor) in Pay per Click Search Engines (PPCSEs). Examples of these keywords include, but are not limited to: "Target", "Kmart", "Sears", "JC Penney", "Toys R Us", "Amazon", "Circuit City", "eToys", and "KB Kids".

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.

Top of Page