Publisher Agreement

March 27, 2008: Effective Date

You have arrived at the Dan’s Chocolate Publisher Agreement ("Agreement"). This Agreement contains the terms and conditions under which Dan’s Chocolate offers the "Publisher Service" (defined below). Use of the Dan’s Chocolate Publisher Service constitutes your agreement to and acceptance of this Agreement. Dan’s Chocolate reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Dan’s Chocolate Website. If any modification is unacceptable to you, do not use the Publisher Service. Your continued use of the Publisher Service following posting of a change notice or new agreement on the Dan’s Chocolate Website will constitute binding acceptance of the changes.

1. Agreement.

1.1 Publisher Service. This Agreement provides the terms and conditions under which Dan’s Chocolate provides its service that will allow you to product, advertise, and sell Products through Shops (the "Publisher Service").

1.2 Terms of Service. If you become a Publisher, you will continue to be bound by all of the terms and conditions of the Website Terms of Service, which are incorporated into this Agreement by this reference. For clarity, the Publisher Service is deemed part of the "Dan’s Chocolate Service." All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes you may have relating to your use of the Publisher Service will be subject to confidential binding arbitration in accordance with Section 13 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.

2. Becoming a Publisher.

2.1 Opening an Account. Only Publishers have the right to use the Publisher Service. To become a Publisher, you must open a Publisher account (an "Account") with Dan’s Chocolate through its online registration process.

2.2 Contact Information. You must provide Dan’s Chocolate with accurate and complete contact, payment and tax identification information when you open an Account. You must immediately notify Dan’s Chocolate if any of this information changes. If you do not provide Dan’s Chocolate with complete and accurate contact, payment and tax identification information, you may not be eligible to sell Products. Additionally, if you information is out of date Dan’s Chocolate payments to you may not be made and are not due in the current month or carried forward as a liability of Dan’s Chocolate.

2.3 Account Security. You will a password if you open an Account. You will be solely responsible for keeping your password confidential. You must notify Dan’s Chocolate immediately if you become aware of any other breach or attempted breach of the security of your Account or the Dan’s Chocolate Service.

3. Your Obligations.

3.1 General. You must use the Publisher Service in a manner that demonstrates common sense and respect for the rights of Dan’s Chocolate and third parties and in accordance with applicable laws and regulations.

3.2 Shop Content. If you open a Shop, you will be solely and exclusively responsible for ensuring that your Shop(s), any content or materials that you submit to Dan’s Chocolate for use with your Products ("Content"), and any websites linked to your Shop comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. While Dan’s Chocolate has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove any Content from the Website at any time without notice and without any liability to you or any third party.

3.3 Prohibited Content. You may not design, produce, market or sell a Product that Dan’s Chocolate believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors.

4. Licensing Your Content to Dan’s Chocolate.

In uploading any of your Content to the Website, you grant to Dan’s Chocolate a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Publisher Service to design, produce, market and sell Products, and (ii) to promote, market and advertise your Products, your Shop, or the Dan’s Chocolate Service generally. This Section 4 only gives Dan’s Chocolate the right to use your Content for the purposes stated above, and does not give Dan’s Chocolate ownership of any of your Content.

5. Product Creation.

5.1 Delivery of Content. You will upload to Dan’s Chocolate all Content that you want to use with the Publisher Service in accordance with the applicable instructions on the Website. Dan’s Chocolate may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Publisher Service.

5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to Dan’s Chocolate, if Dan’s Chocolate requests them.

5.3 Costs of Creation. You will be solely responsible for the creation of the images that you upload to Dan’s Chocolate.

5.4 Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all mechanical copyright royalties due to the owners of any musical composition used in your Content.

5.5 Unions and Guilds. You acknowledge that Dan’s Chocolate is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

6. Marketing and Advertising Your Shop.

6.1 Marketing of Your Shop. Dan’s Chocolate reserves the right, but has no obligation, to promote your Shop or Products, for example, featuring them in Dan’s Chocolate newsletters or on the Website, referring users to your Shop, or describing your Products or Shop in communications with third parties.

6.2 No Spam. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the Dan’s Chocolate directory or search engine with false, misleading, or unnecessarily repetitive information.

6.3 Links. Dan’s Chocolate, in its sole discretion, may prohibit you from "linking" your shop to any websites that contain content that, if used on the Dan’s Chocolate Website, would violate any of Dan’s Chocolate's agreements or policies.

6.4 Customer Information. Dan’s Chocolate may, from time to time, provide you with information relating to Customers that purchase Products from your Shop. You may not disclose any of this information to a third party or use it for any other purposes.

7. Compensation and Fees.

7.1 Tax Information. If you choose to sell Products for-profit through your Shop, you must provide your taxpayer identification number to Dan’s Chocolate. Failure to provide an accurate taxpayer identification number may result in Dan’s Chocolate withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Dan’s Chocolate is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through your Shop.

7.2 Payment Terms. Dan’s Chocolate will make a payment to you (by check, wire or electronic transfer) for the amount of your compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold. If you have provided an undeliverable mailing address or otherwise incorrect contact information you forfeit your payments for the given month and they are not carried forward as a liability to be paid by Dan’s Chocolate in future months.

7.3 Product Pricing Terms. You must sell products at the retail prices set by Dan’s Chocolate, whether the are sold via our website or yours.

7.5 Charitable Contribution. Unless you and Dan’s Chocolate otherwise agree in writing, Dan’s Chocolate may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of Dan’s Chocolate's choice (or any charity agreed upon in writing by you and Dan’s Chocolate) if: (i) you fail to provide Dan’s Chocolate with accurate and complete contact and tax identification information; and (ii) the funds remain outstanding for more than 12 months. If Dan’s Chocolate makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.

7.6 Termination Fees. If you or Dan’s Chocolate terminate your Account, and you have less than $25 in accrued but unpaid compensation then outstanding, Dan’s Chocolate may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.

8. Indemnification.

As you are bound by the Website Terms of Service in using the Publisher Service, you must indemnify, defend and hold Dan’s Chocolate harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Publisher Service in accordance with Section 10 of the Terms of Service. You must also indemnify, defend, and hold Dan’s Chocolate harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. Dan’s Chocolate may withhold any commissions that it owes you if you have to indemnify Dan’s Chocolate.

9. Termination.

9.1 Dan’s Chocolate Termination. In its sole discretion, with or without notice to you, Dan’s Chocolate may: (i) suspend, limit your access to or terminate your use of the Publisher Service, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your Shops from Dan’s Chocolate's servers and directories and (iv) prohibit you from opening any new Shops.

9.2 Publisher Termination. If you are a Publisher, you may terminate your Account for any reason at any time.

9.3 Effect of Termination. If you or Dan’s Chocolate suspend or terminate your Account, Dan’s Chocolate may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Publisher Service, and (ii) not allow you to access your Shop or create, produce, market, or sell Products. If you or Dan’s Chocolate terminate your Account, you must immediately remove all links to the Website from any websites you operate and stop being a Publisher.

9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, 9.3, and 9.4.