Meredith Home and Family Network

MEREDITH HOME AND FAMILY NETWORK

ADVERTISING REPRESENTATION AGREEMENT

BY REGISTERING TO PARTICIPATE IN THE MEREDITH HOME AND FAMILY NETWORK ADVERTISING NETWORK YOU AGREE THAT YOU HAVE READ AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS BELOW.

This Advertising Representation Agreement (this "Agreement"), is made and entered into by you and Meredith Corporation ("Meredith") doing business as the Meredith Home and Family Network (HFN) and consists of the following terms and conditions.

1. Advertising	9. Specific Performance
2. Editorial	10. Right of First Refusal
3. Revenue Share	11. Entire Agreement, Amendment, Severability
4. Copyrights, Linking and Licenses	12. Notices
5. Representations and Warranties	13. Assignment, Successors and Assigns
6. Indemnification	14. No Joint Venture
7. Limitation of Liability	15. Governing Law & Venue for Disputes
8. Term and Termination	16. Counterparts

Attachment A: Home and Family Network Editorial Standards for Linked Affiliates

Attachment B: (a) Traffic Assignment Request for comScore Networks Reporting

(b) Traffic Assignment Request for Nielsen Networks Reporting

Attachment C: Nondisclosure Agreement

Overview.

Meredith creates magazines, websites and books under the top, women-focused brands in America: Better Homes and Gardens, Parents, Fitness, Ladies Home Journal, Family Circle, American Baby, and More. Now, we've created HFN (found at www.home-and-family.com and successor and associated uniform resource locators), a network of websites focused on women and which can benefit from the power of these brands and the communities built around these brands to better serve the millions of women who turn to us daily for information, inspiration, community, and support on topics including home and family, health, fitness and wellness, parenting, food, remodeling, decorating, relationships, and more. To create even more value for our consumers and for advertisers, HFN is expanding this network of websites to include and work with blogs and quality sites like yours across the Web.

You (referred to in this Agreement as "you" or "Affiliate") and your website focus on home and family, health, fitness and wellness, parenting, food, remodeling, decorating, relationships, and related topics serving women. Your website exudes a practical, wholesome, family-oriented image and while you have no intention of tarnishing the reputation of it or the HFN, neither are you shy about discussing and advocating your point of view on the topics about which you have a passion.

1. Advertising.

You—with respect to your Affiliate website/blog at [insert URL here]--hereby grant HFN the exclusive, worldwide right to manage (including the sale of) all Premium Advertising (defined currently as advertisements with the following pixel dimensions: 728x90, 160x600, 300x250, 300x600). You may continue to engage in other non-competing advertising programs that are pre-approved in writing by HFN.

HFN selects and serves marketing messages from advertisers in the form of banners, text links, video streams, pre-rolls, headline links, sponsorships, buttons (and other such creative units as online media and advertising develop) into Affiliate websites and shares a percentage of the revenue resulting from advertisers paying for such Premium Advertising with you according to the Payment Terms described in the Revenue Share section of this Agreement.

Premium Advertising includes at minimum:

i. 1- premium advertising unit (728x90, 300x250, 160x600, or 300x600) above the fold

ii. 1 – premium advertising unit (728x90, 300x250) below the fold in the content well.

iii. 1 – content module carrying 3 links promoting HFN immediately below the first advertising unit.

iv. Branding image and text that describes the site as part of the HFN.

You and HFN agree to take the following actions to execute the advertising.

You agree to:

i. Display Premium Advertising on the pages of the Affiliate website according to the terms of this Agreement;

ii. Link to the HFN advertising sales page from the advertising section of the Affiliate website.

iii. Make third-party advertising provided to Affiliate by HFN the most prominent advertising on the Affiliate website and appear on the Affiliate website's first visible page (that is, above the "fold");

iv. Implement all tags, formatting and code necessary in order for HFN to exercise its rights under and to implement the sale and delivery of advertising as contemplated by this Agreement;

v. Place HFN branding and contact information on the Affiliate website, in a form and manner as reasonably requested by HFN;

vi. Provide HFN with a default ad tag or image for unsold inventory to place in the HFN's ad serving system;

vii. Obtain HFN's final approval of the placements and targeting of the Premium Advertising and all references to the HFN in the Affiliate website; and

HFN agrees to:

i. Identify, integrate and promote the Affiliate website as a member of the HFN

ii. Make commercially reasonable efforts to sell and place Premium Advertising on the Affiliate website's pages; and

iii. Share such revenue received by HFN from advertisers for Premium Advertising placed on the Affiliate website by HFN with Affiliate consistent with the provisions of the section 3 of this Agreement.

2. Affiliate Editorial Services.

Affiliate shall author, update, brand and oversee (collectively, "publish") the Affiliate website, as described below in this Section of the Agreement ("Editorial Services"). Both Affiliate and HFN specifically agree to take the following actions in order to execute the terms of the Editorial Services provisions in this Agreement:

a. Affiliate agrees to:

i. Publish the Affiliate website in a way that adheres to the HFN Editorial Standards for Linked Affiliates set forth in Attachment A ("Editorial Standards") and regularly monitor the Affiliate website, including all parts and aspects of the Affiliate website, for compliance with the Editorial Standards

ii. Include HFN branding at the bottom of every HFN Premium Advertising unit, or as otherwise reasonably requested by HFN

iii. Allow HFN to advertise, promote and publicize Affiliate and Affiliate website's availability on the HFN network and other Meredith websites;

iv. Allow HFN to link to the Affiliate website from other websites and affiliate publishers owned, managed or represented by HFN

v. Allow HFN to modify the Premium Advertising, which appears on the Affiliate website, as described above in Section 1.

vi. Take commercially reasonably measures to maintain the web server supporting the Affiliate website in order to ensure that the Affiliate website is available substantially twenty-four (24) hours a day, every day of the year. Affiliate shall notify HFN as soon as Affiliate becomes aware that its web server is not operating and as soon as it becomes available again;

vii. Not include in its Affiliate website or its linkages any software, tools or text that could cause HFN's or its users' websites, systems and networks harm or reduced system performance, system unavailability, data loss, or other damage; and

viii. Sign and maintain the comScore Networks TAL: Traffic Assignment Request for comScore Networks Reporting and Nielsen NetView Reporting attached hereto as Attachment B(a) and Attachment B(b), and the Non- Disclosure Agreement in Attachment C.

HFN welcomes suggestions that would improve and strengthen the Editorial Standards and the appeal of the network and its affiliate websites.

b. HFN agrees that:

i. Affiliate shall have control over the content and "look and feel" of the Affiliate website and its content and meaning, subject to the terms of this Agreement. In the event the Affiliate website does not meet the Editorial Standards or other requirements set forth in this Agreement, HFN may remove the Affiliate from the network and the Premium Advertising from the Affiliate website with or without providing Affiliate with prior notice. Upon Affiliate's cure of such failure, HFN may in its discretion reinstate the Affiliate website as a member of the network.

ii. HFN shall (at its sole discretion) advertise, promote and publicize Affiliate and the Affiliate website's availability on the network in areas, which may include but shall not be limited to:

(1) Placement in the HFN channel or other such areas on HomeandFamilyNetwork.com;

(2) Placement in the HFN directory on HomeandFamilyNetwork.com; or

(3) Contextual placement through HomeandFamilyNetwork.com where appropriate and relevant to a particular page, product, or story on HomeandFamilyNetwork.com;

3. Revenue Share.

In consideration of the obligations to be performed by Affiliate under the terms of this Agreement, HFN agrees to compensate the Affiliate as follows:

a. Revenue Share

Advertising Revenue actually received by HFN from third-party advertisers for Premium Advertising placed on the pages of the Affiliate website shall be shared by HFN and Affiliate on the following basis: After a 20% Sales and Booking Administration fee, Fifty percent (50%) of revenue will go to HFN and fifty percent (50%) of revenue will go to Affiliate. When no Banners from third-party advertisers are placed in the Premium Advertising unit on the Affiliate website, HFN shall at its option, place HomeandFamilyNetwork.com Banners and/or other bonus (non-revenue generating) third-party ads in the Premium Advertising unit until third-party ads become available.

b. Payment Amount

HFN shall remit to Affiliate a monthly payment based on revenue actually received by HFN. The Payment Amount paid on a monthly basis, will be paid no more than ninety (90) days following the last day of the calendar month in which the revenue was received. The Payment Amount may be adjusted to account for shortfalls in fulfillment of Premium Advertising or other circumstances (e.g., make-goods) in which an advertiser is reasonably granted a credit.

c. Additional Information

With each remittance from HFN as set forth in Section 3.b. above, HFN shall provide Affiliate with a statement setting forth the fees paid or to be paid to Affiliate, together with the number of advertisers and other reasonable supporting information regarding revenues received during the preceding calculation period.

e. Confidentiality of Fact and Amount of Payment.

Affiliate covenants and agrees to keep strictly confidential the fact and amount of the payment under this Agreement, and shall not disclose such information to any other person or entity, unless required by applicable securities or other laws, law or disclosed in confidence to Affiliate's attorneys or accountants.

4. Copyrights, Linking and Licenses.

Affiliate grants to HFN:

a. A worldwide, transferable, royalty-free license to link to the Affiliate website and to serve Advertising into the Affiliate website for the permitted uses set forth in this Agreement; and

b. The right to use summaries, synopses, or portions of content from the Affiliate website as content on HFN or Meredith websites in order to attract traffic to the HFN sites and network. The right to use Affiliate‘s name, likeness, photograph and biographical material in connection with all permitted uses set forth in this Agreement. Affiliate and HFN shall agree upon reasonable and appropriate crediting of the Affiliate as the publisher of the Affiliate website in connection with all permitted uses by HFN.

Except as expressly set forth in this Agreement, neither party grants the other party any other licenses to its content, proprietary materials, and intellectual property, including all copyrights, trademarks, trade names, service marks, and patents, and all such rights are reserved.

5. Mutual Representations and Warranties.

Each party represents and warrants to the other party that:

a. There are no agreements or arrangements, written or oral, that would be breached upon the respective party's execution or performance of this Agreement that would restrict, interfere or conflict with the respective party's obligations under this Agreement or that would diminish the other party's rights granted under this Agreement;

b. Each party shall comply with all the terms, conditions, obligations and restrictions in this Agreement;

c. Each party has the right, power and authority to enter into this Agreement and perform its obligations as set forth herein; and

d. Each party shall at all times be in compliance with all applicable laws, rules and regulations with respect to this Agreement.

HFN (and more generally Meredith Corporation) cannot and does not warrant the accuracy, completeness, currentness, non-infringement, merchantability, or fitness for a particular purpose for the information, materials and services available through your website or other network member websites. Nor does Meredith make any similar representation or warranty regarding Meredith's sites.

Your website is not engaged in rendering legal, medical, counseling or other professional services or advice. Nor shall you offer your website as a substitute for professional services or advice. Other than those express warranties the parties may make in writing themselves specifically, the parties make no warranties.

6. Indemnification.

Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third-party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney's fees and costs), arising out of or in any way connected with its breach of its representations and warranties under this Agreement.

7. Limitation of Liability.

Except for a party's obligations under the indemnification provisions set forth in Section 6 of this Agreement, neither party nor its affiliates shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any special, incidental or consequential damages (including any loss of revenue, profits or data) exemplary or punitive suffered or incurred by the other party or its affiliates.

8. Term and Termination.

This Agreement will commence on the date above and shall continue for a term of two (2) years ("Term"), this initial Term will be automatically renewed thereafter annually for twenty-four (24) month periods provided that either party does not give written termination notice within 30 days from the end of the term.

If Affiliate fails to comply with any material obligation under this Agreement, including, but not limited to, those obligations listed in Attachment A, B and C, such failure shall constitute an event of default ("Event of Default") and HFN shall be released from all payment obligations under Section 3 of this Agreement, except to the extent such obligations are outstanding and due to Affiliate prior to the Event of Default. Upon an Event of Default, HFN may terminate this Agreement effective immediately without prior notice. Affiliate may not terminate this Agreement prior to the end of the initial Term; however, either party may terminate this Agreement on 30 days prior notice for any material breach by the other party of this Agreement, if the material breach is not cured within the 30-day notice period. Upon termination of this Agreement at the end of the initial Term or by HFN for any reason, the following shall occur:

a. All linking and licenses granted in this Agreement cease;

b. HFN and Affiliate shall promptly remove all Premium Advertising and the HFN branding from the Affiliate website; and

c. HFN shall make a final remittance to Affiliate of Affiliate's share of outstanding Net Advertising Revenue according to the terms of Section 3.

9. Specific Performance

The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder will cause irreparable injury to the other party, for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder, including, without limitation, with respect to obligations under this Agreement relating to Editorial and Advertising services described in Sections 1 and 2.

10. Right of First Refusal

a. Notice. If at any time Affiliate proposes to sell, license, lease or otherwise transfer all or any portion of its interest in the Affiliate website, then Affiliate shall promptly give HFN written notice of Affiliate's intention to sell (the "Notice"). The Notice shall include (i) a description of the website and its content, (ii) the name(s) and address(es) of the prospective purchaser(s), (iii) the proposed consideration and (iv) the material terms and conditions upon which the proposed sale is to be made. The Notice shall certify that Affiliate has received a firm offer from the prospective purchaser(s) and in good faith believes a binding agreement for the sale is obtainable on the terms set forth in the Notice. The Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed sale.

b. Right of First Refusal. HFN shall have an option for a period of 15 business days from receipt of the Notice to elect to purchase Affiliate's interest in such website at the same price and subject to the same material terms and conditions as described in the Notice. HFN may exercise such purchase option by notifying Affiliate in writing before expiration of the 15-day period. In this event, Affiliate agrees to enter into an agreement on terms substantially similar to the terms set forth in the Notice.

11. Entire Agreement, Amendment & Severability.

This Agreement represents the entire agreement between Affiliate and HFN with respect to the subject matter hereof and thereof and supersedes all previous oral or written communications, representations or agreements. This Agreement may be modified only by writing executed by a duly authorized company officer. To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence in it shall be found to be illegal or unenforceable for any reason, such provision, word, clause, phrase or sentence shall be modified or deleted in such a manner so as to make the Agreement as modified legal and enforceable under applicable laws, and the balance of the Agreement or parts thereof shall construed as severable and independent and not be affected thereby.

12. Notices.

All notices or other communications required under or regarding this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by electronic mail or facsimile (in each case, with prompt confirmation of receipt) or upon deposit in the U.S. mail, as certified or registered first class mail, with postage prepaid, and addressed, if to HFN at 1716 Locust Street, Des Moines, Iowa 50309 (with a copy to Meredith Corporation's General Counsel at the same address) and if to Affiliate at Affiliate's place of business provided in connection with this Agreement, unless, in either case, written notice of another address shall have been provided to the other party. If mailed, any such notice will be considered to have been given one business day after it was mailed, as evidenced by the postmark.

13. Assignment, Successors and Assigns.

This Agreement may not be assigned by Affiliate without HFN's prior written consent. The terms of this Agreement shall bind, and shall inure to the benefit of, the permitted successors and assigns of the parties hereto.

14. No Joint Venture.

Nothing contained in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other (other than as provided and contemplated in this Agreement).

15. Governing Law and Venue for Disputes.

HFN is operated and managed by Meredith Corporation from the state of Iowa in the United States of America. This Agreement constitutes an agreement made in, and to be construed in accordance with the laws of, the State of Iowa without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction of the state and federal courts in Polk County, Iowa, in all disputes arising out of or relating to this agreement or any of our Meredith's sites.

16. Counterparts.

This Agreement is entered into by two counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

Attachment A

HFN Editorial Standards for Linked Affiliates and HFN Websites

These Editorial Standards exist to help the Affiliate and HFN achieve their goals of growing the audience for the Affiliate websites, growing HFN's and Meredith's overall users, and deriving mutual financial benefit. As outlined below, these Editorial Standards set forth some known limits for editorial content. The list of standards specified below, however, is not a comprehensive listing of prohibited conduct by Affiliate. The Affiliate remains fully responsible for ongoing monitoring of content on the Affiliate website to ensure adherence with the requirements of this Agreement. The Editorial Standards include the following:

1. Unacceptable Content.

The Affiliate website, including all information, text, images, photographs, graphics, e-mail addresses, web pages, comments and reviews, discussion board postings and other materials contained in or linked to the Affiliate website, may not contain, publish, link to, sell or otherwise distribute any "Unacceptable Content." Unacceptable Content is defined as content that:

a. Is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts;

b. Is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;

c. Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy;

d. Offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes or that impersonate any other person or entity, whether actual or fictitious;

e. Is libelous, defamatory, knowingly false, inaccurate or misleading, or misrepresents another person;

f. Infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;

g. Is harmful to HFN's or any other party's systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;

h. Violates any obligation of confidentiality;

i. Instigates or encourages others to commit illegal activities or cause injury or property damage;

j. Violates the privacy, publicity, moral or any other right of any third party; and

k. Consists of any other content that HFN in its sole discretion deems to be Unacceptable Content.

If Affiliate permits user comments and trackbacks on the Affiliate website, Affiliate shall regularly monitor these comments and remove any that include and/or link to Unacceptable Content.

2. Editorial Consistency.

Affiliate must also:

a. Ensure that all content contained in the Affiliate website is original material created by Affiliate, unless proper attribution is given to a third party. A ready definition of proper attribution and fair use is set forth in The Electronic Frontier Foundation's "Legal Guide for Blogger's" at http://www.eff.org/bloggers/lg/;

b. Ensure that all opinions and statements are representative of the Affiliate's honest views; and

c. Continue the general topic that is the focus of the Affiliate website or provide HFN with thirty (30) days prior written notice if the focus of the Affiliate website is substantially changing. HFN will undertake a review of the Affiliate's new direction at that time to determine suitability for HFN.

3. Professional Services.

Affiliate website is not engaged in rendering legal, medical, counseling or other professional services or advice. Nor shall you offer your website as a substitute for professional services or advice.

HFN, in its sole discretion, will determine what constitutes "Unacceptable Content" under these Editorial Standards. HFN is under no obligation to monitor the Affiliate for compliance with these Editorial Standards and does not waive adherence to the standards by any failure to monitor or take action with respect to non-compliance. HFN may change the Editorial Standards at any time by providing Affiliate with ten (10) days prior written notice. HFN reserves the right to remove the Affiliate, with or without providing the Affiliate prior notice, from the HFN network at any point if the Affiliate posts Unacceptable Content or otherwise does not meet the requirements for the Affiliate set forth in this Agreement. HFN reserves the right to terminate this Agreement with or without prior notice in the event that, in HFN's judgment, Affiliate has violated the Editorial Standards or the other requirements for the Affiliate. Affiliate shall not have any right to review or approve HFN's use of the Affiliate content, provided such use is in compliance with this Agreement.

Attachment B (a)

comScore Networks TAL: Traffic Assignment Request for comScore Networks Reporting

By entering into this agreement you certify that you, the Affiliate,

a) are the majority or controlling owner of the URLs listed below

b) enjoy a legitimate business relationship with HFN justifying the aggregation of this traffic, and

c) request assignment of the traffic to these URLs from Affiliate to HFN in the comScore Networks syndicated audience measurement reports.

In requesting this assignment, Affiliate understands that the website submitted in this form will not receive credit for traffic to these URLs in the syndicated audience reports for those entities where HFN elects to include these URLs. These URLs may not be assigned to any other company. In the event that comScore Networks receives multiple requests for assignment of the same URL, comScore will review and honor the request most recently received.

Affiliate understands that this request is subject to review by comScore Networks to determine that the assignment of traffic is consistent with comScore Networks reporting rules. comScore Networks retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with comScore Networks reporting rules. If necessary, comScore Networks may require additional documentation to verify ownership of the URLs before granting this request. For example, if Affiliate is not the named registrant of the URLs listed below, Affiliate must provide documentation demonstrating that the registrant of those URLs is (1) owned or (2) employed by Affiliate.

Affiliate understands that acceptance of this letter by comScore Networks, Inc. imposes no legal liability whatsoever on comScore Networks, Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached URLs. Affiliate understands that Affiliate is fully responsible for timely notification to comScore Networks, Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those URLs.

Affiliate shall indemnify and hold harmless comScore Networks from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney's fees and expenses) arising out of any allegation of improper assignment of the URLs pursuant to this letter.

Attachment B (b)

NetView Traffic Assignment Agreement

Request for the Assignment of Syndicated Report Traffic

I, hereafter Assignor, would like to transfer Assignor traffic to HFN, hereafter Assignee, for the purpose of NetRatings, Inc. syndicated audience measurement reports. By requesting this assignment, I understand that Assignor will not receive credit for traffic for these domains and URLs in the NetRatings, Inc. syndicated audience reports but will be included in the aggregation of traffic by the Assignee. These domains may only be assigned to one company and may not be assigned to any other company. In the event that NetRatings, Inc. receives multiple requests for assignment of the same domain or URL, NetRatings, Inc. will honor the request most recently received.

I certify that Assignor is the majority owner of the domains and URLs listed below and enjoys a legitimate business relationship with Assignee justifying the aggregation of this traffic in the NetRatings, Inc. syndicated audience measurement reports.

I understand that this request is subject to review by NetRatings, Inc. to determine that the assignment of traffic is consistent with NetRatings, Inc. reporting rules. NetRatings, Inc. retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with NetRatings, Inc. reporting rules. If necessary, NetRatings, Inc. may require additional documentation to verify ownership of the domains and URLs before granting this request. For example, if Assignor is not the named registrant of the domains and URLs listed below, Assignor must provide documentation demonstrating that the registrant of those domains and URLs is (1) owned or (2) employed by Assignor.

I understand that in the event that a URL that is not listed on the attached list displays the exact same Web page/site as a URL that is listed on the attached list, NetRatings, Inc. shall be entitled to count/report the traffic from such URL as if such URL was included on the list. (For example: (i) siteX.com is included on the attached list but siteX.net is not; (ii) siteX.net displays the exact same Web page as siteX.com; (iii) siteX.com and siteX.net shall be treated the same by NetRatings, Inc.)

I understand that acceptance of this letter by NetRatings, Inc. imposes no legal liability whatsoever on NetRatings, Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached domains and URLs.

I understand that Assignor is fully responsible for timely notification to NetRatings, Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those domains and URLs. I further understand that NetRatings, Inc. may terminate this assignment at any time in its sole discretion.

Assignor shall indemnify and hold harmless NetRatings, Inc. from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney's fees and expenses) arising out of any allegation of improper assignment of the domains and URLs pursuant to this letter.

This assignment request shall expire on the third anniversary of the date of this letter, unless an earlier expiration date is set forth in this letter. Upon termination, the traffic for the domains and URLs being assigned hereunder shall be credited to the Assignor or as otherwise consistent with NetRatings, Inc.'s reporting rules.

Attachment C

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this "NDA") is entered into and effective as of the date of this form submission, 2008 between Meredith Corporation and Affiliate, which are referred to herein separately as a "party" or together as the "parties.")

RECITALS:

A. The parties are interested in entering into discussions which may lead to one party (the "Receiving Party") obtaining disclosure of confidential information by from the other party (the "Disclosing Party") for the purposes of evaluating and/or entering into an advertising services arrangement.

B. In connection therewith, Disclosing Party may also disclose certain information concerning its businesses, products and contract terms, a portion of which information is regarded as confidential or proprietary and which may include valuable commercial assets. The parties desire to provide for a means of determining which information is confidential or proprietary information and for the respective rights and duties of the parties with respect thereto.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto agree as follows:

1. Definitions.

As used herein:

a. The term "Information" shall mean all information relating to the products, designs, inventions, research, trade secrets, personnel, business, financial condition or prospects of the Disclosing Party, or which the Disclosing Party obtained from a third party, that is furnished to the Receiving Party by the Disclosing Party or its agents, or is obtained by the Receiving Party through its inspection of the Disclosing Party's property.

b. The term "Confidential Information" shall mean all Information that the Disclosing Party protects against unrestricted disclosure to others and which: (i) if in written or other tangible form, is clearly designated as "Confidential" or "Proprietary"; and (ii) if disclosed orally, is designated to be "Confidential" at the time of its disclosure or which under the circumstances surrounding disclosure ought to be treated as confidential. By way of illustration, but not limitation, Confidential Information may include equipment, products, inventions, concepts, designs, drawings, schematics, plans, production specifications, source code, libraries, agents, applets, script, JavaScript, object classes, software architecture, object code, flowcharts, source listings, software-related documentation, databases, structures, formulas, algorithms, techniques, processes, circuits, computer disks or tapes whether machine or user readable, business plans, market data, market studies and analyses, financial information, data regarding suppliers and customers, and confidential information received from third parties. Confidential Information shall include all copies, reproductions, photographs, images, records, and extracts thereof, as well as all notes and summaries prepared by the Receiving Party from Information of the Disclosing Party which is Confidential Information.

2. Protection of Confidential Information.

Receiving Party agrees, with respect to any Confidential Information received by it:

a. To hold and use such Confidential Information in confidence, to take all necessary and reasonable precautions to prevent disclosure of such Confidential Information, including, without limitation, precautions at least as great as the methods and degree of care the Receiving Party uses to prevent disclosure of its own proprietary and confidential information and to use such Confidential Information solely for the purpose(s) expressed in Recital A of this NDA;

b. To disclose Confidential Information only to the Receiving Party's officers, employees and consultants on a need-to-know basis;

c. To request all persons receiving Confidential Information to agree to abide by the Receiving Party's obligations with respect to the Confidential Information and require that each shall have executed or shall execute appropriate written agreements sufficient to enable the Receiving Party to comply with all of the provisions of this NDA;

d. To notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this NDA by Receiving Party and in every reasonable way to cooperate and to assist the Disclosing Party to regain possession of the Confidential Information and to prevent its further unauthorized use; and

e. To promptly return the Confidential Information existing in any tangible form to the Disclosing Party and destroy all Confidential Information of the Disclosing Party stored electronically or otherwise as part of any data storage system, at any time upon the request of the Disclosing Party, which return and destruction shall be certified under oath if so requested by the Disclosing Party.

3. Limitations.

The Receiving Party shall not be obligated to treat Information as Confidential Information if such Information:

a. Was rightfully in the Receiving Party's possession or was rightfully known to the Receiving Party prior to receipt from the Disclosing Party; or

b. Is or becomes public knowledge without the fault of the Receiving Party ; or

c. Is or becomes rightfully available to the Receiving Party without confidential restriction from a source not bound by a confidentiality obligation to the Disclosing Party; or

d. Is independently developed by the Receiving Party without use of the Confidential Information disclosed hereunder; provided, however, that the burden of proof of such independent development shall be upon the Receiving Party; or

e. Is required to be disclosed pursuant to court or government action, or applicable securities laws; provided, however, that the Receiving Party must give the Disclosing Party reasonable prior notice of disclosure pursuant to such court or government action, and the Information shall continue to be treated as Confidential Information for all other purposes.

The obligations of confidentiality and other restrictions imposed under Section 2 hereof shall terminate with respect to any Confidential Information which ceases to be Confidential Information in accordance with this Section 3.

4. Ownership; No Implied License or Permission to Use.

No license, right, title or interest is granted, directly or indirectly, by the Disclosing Party in or to any Information, patent, copyright, trade secrets, Derivative, or other property as a result of conveying Information to the Receiving Party, except such license or other rights as may be mutually and expressly agreed upon between the parties by separate written agreement. For the purposes of this NDA, Derivative shall mean (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. Receiving Party further agrees that, notwithstanding the respective proprietary positions in any Information or objects disclosed to it, it will not undertake, or allow others, to reverse engineer, decompile or disassemble, any equipment, media, software or other Confidential Information disclosed to it, nor will Receiving Party use any Confidential Information except for the purpose(s) specified in Recital A of this NDA.

5. Warranties and Disclaimers.

Disclosing Party warrants that it has the unqualified lawful right to transmit, exchange and otherwise control and dispose of the Information that it supplies under this NDA. Nothing herein requires the disclosure of any Information by Disclosing Party or requires either party to proceed with any proposed transaction or relationship in connection with Information disclosed. No other rights, obligations or warranties, implied or express, are deemed to arise between the parties out of the performance of this NDA other than those expressly recited herein or mutually agreed to in writing by a separate agreement. Receiving Party understands that Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Information furnished by it hereunder, except to the extent expressly set forth in a definitive agreement executed between the parties to effect the contemplated transaction.

6. No Waiver.

None of the provisions of this NDA shall be deemed to have been waived by any act or acquiescence on the part of either party, its employees or agents, but only by an instrument in writing signed by an authorized officer of the respective party. No waiver of any provision of this NDA shall constitute a waiver of any other provision or of the same provision on another occasion.

7. No Export.

Neither party shall export any Information to any country in violation of the United States Export Administration Act and regulations thereunder, to any end-user who has been prohibited by U.S. law or regulations from participating in U.S. export transactions, or in violation of any other U.S. export restrictions.

8. Assignment.

The Disclosing Party may freely assign its rights under this NDA to any entity formed or controlled by the Disclosing Party. The Receiving Party may assign its rights under this NDA only to a third party which acquires a majority voting interest in the Receiving Party or which acquires substantially all of the assets of the Receiving Party, provided that all of the rights and obligations contained herein shall inure to the benefit of and be binding upon any such assignee.

9. Entire Agreement.

This NDA, including its recitals, contains the entire understanding between the parties and supersedes all prior or contemporaneous communications, agreements, and understandings between the parties with respect to the subject matter hereof. This NDA may be modified only by a written amendment executed by both parties and made a part hereto by incorporation.

10. Governing Law.

The validity and interpretation of this NDA and the enforcement thereof shall be governed by the laws of the state of Iowa without regard to any principles governing conflicts of laws.

11. Attorneys' Fees.

The prevailing party in any action brought for the enforcement or interpretation of this NDA shall be entitled to receive from the losing party a reasonable sum for its actual out of pocket attorneys' fees and costs of litigation, in addition to any other relief to which it may be entitled.

12. Equitable Remedies.

Each of the parties acknowledge that the unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests of the Disclosing Party therein and may cause irreparable damage, including loss of profit, reputation and good will. Accordingly, it is agreed that if Receiving Party breaches its obligations hereunder, Disclosing Party shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages.