Logo License Agreement

The parties hereby agree as follows:

1. DEFINITIONS For purposes of this Logo Agreement the following terms shall have the following meanings:
   1. ôLogoö shall mean the ôBest Viewed with Microsoft® Internet Explorerö logo depicted in the Guidelines or such additional or replacement Logos as MS may provide from time to time under this Logo Agreement.

   2. ôInternet Siteö shall mean the ôPARTYö site(s) described in the Logo Program Sign-Up form which meet the applicable Criteria.

   3. ôGuidelinesö shall mean the guidelines for use of the Logo as outlined in the Microsoft Internet Explorer for Windows® 95 Logo Usage Guidelines. Such Guidelines may be revised by MS from time to time and shall be a part of this Logo Agreement.

   4. ôCriteriaö shall mean the applicable Internet Explorer criteria as defined in the Microsoft Internet Explorer for Windows 95 Logo Qualification Criteria.

   5. ôEffective Dateö shall mean the date on which MS acknowledges PARTY's Logo Program Sign-Up form.

2. LICENSE GRANT

   Subject to and expressly conditioned upon compliance with the terms and conditions of this Logo Agreement, MS hereby grants to PARTY a worldwide, nonexclusive, nontransferable, royalty-free, personal right to use the Logo solely in conjunction with the Internet Site and/or Product and solely in the manner described in the Guidelines.

3. ACKNOWLEDGMENTS

   PARTY agrees and acknowledges that Microsoft retains all right, title, goodwill, and interest in and to the Logo. PARTY agrees not to adopt, use, or register any corporate name, trade name, trademark, service mark, or certification mark, or other designation similar to, or containing in whole or in part, the Logo. PARTY agrees that all use of the Logo by PARTY will inure to the benefit of MS.

4. REPRESENTATIONS AND WARRANTIES
   1. PARTY represents and warrants that it will use the Logo solely as provided in this Logo Agreement and will not use the Logo for promotional goods or for products which, in MSÆ reasonable judgment, may diminish or otherwise damage MSÆ goodwill in the Logo, including but not limited to uses which could be deemed to be obscene, pornographic, excessively violent, or otherwise in poor taste or unlawful, or which purpose or objective is to encourage unlawful activities. PARTY may not use the Logo in any way as an endorsement or sponsorship of Internet Site by MS.

   2. PARTY represents and warrants that Internet Site or Product meets the Criteria and complies with all applicable laws, rules, and regulations relating to the Product and Internet Site.

   3. PARTY agrees to indemnify and hold MS harmless and, at MSÆ request, defend MS from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Internet Site or Product in any manner, including user claims regarding Internet SiteÆs or Product's incompatibility with Internet Explorer; MS shall notify PARTY promptly in writing of any claim, COMPANY has sole control over its defense or settlement, and MS shall provide reasonable assistance, at PARTY's expense in the defense of such claim.

   4. MS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WITH RESPECT TO THE LOGO.

5. LIMITATION OF LIABILITY;CONSEQUENTIAL DAMAGES

   IN NO EVENT SHALL MS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO PARTY'S MARKETING, DISTRIBUTION, OR ANY USE OF THE LOGO, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, INFRINGEMENT OF INTELLECTUAL PROPERTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. NO FURTHER CONVEYANCES

   This Logo Agreement is personal to PARTY, and PARTY shall not assign, transfer, or sublicense this Logo Agreement (or any right granted herein) in any manner without the prior written consent of MS.

7. QUALITY

   PARTY agrees to maintain the quality of Internet Site and/or Product used in conjunction with the Logo at a level that meets or exceeds industry standards and at least commensurate with the quality of Internet Site or Product which initially meets the Criteria.

8. TERM OF LOGO AGREEMENT

   The term shall be one (1) year from the Effective Date of this Logo Agreement and is automatically renewable for one (1) year provided, however, MS shall have the right to terminate this Logo Agreement at any time with or without cause upon thirty (30) days prior written or electronic notice. If this Agreement is terminated by MS for PARTYÆs breach, then upon notice of termination, PARTYÆs license to use the Logo shall be deemed revoked and PARTY shall immediately cease and desist from using the Logo. From and after termination or expiration of this Logo Agreement, PARTY shall cease and desist from all use of the Logo.

9. GENERAL
   1. This Logo Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The parties agree that Washington is the proper jurisdiction and venue for any dispute related to this Logo Agreement.

   2. If either party employs attorneys to enforce any rights arising out of or related to this Logo Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

   3. No waiver of any breach of any provision of this Logo Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

   4. If any provision of this Logo Agreement (or any other agreements incorporated herein) shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

   5. Neither this Logo Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, or agency relationship, or as granting a franchise.

   6. The provisions of Sections 3, 4(c), 4(d), and 5 shall survive expiration or termination of this Logo Agreement.

   7. This Logo Agreement, together with the Guidelines and Criteria, constitutes the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. It shall not be amended except by changes to the Guidelines or Criteria by MS or by written agreement subsequent to the Effective Date and signed on behalf of the parties by their respective authorized representatives.