Oriental Trading Company, Inc. Affiliate Program Agreement MASTER AGREEMENT This Master Agreement ("Agreement") is made between Oriental Trading Company, Inc. ("Merchant") and [insert name of Partner] ("Partner"). BACKGROUND Partner and Merchant are each enrolled in The LinkShare Network(tm). Partner and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and Merchant which result from their participation in The LinkShare Network(tm). TERMS AND CONDITIONS In consideration of the promises set forth below, we agree as follows: 1. Offers and Engagements. 1.1. From time to time, Merchant may post on The LinkShare Network(tm) offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The LinkShare Network(tm) they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer. 1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via The LinkShare Network(tm), an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. Merchant may reject any Offer for any reason, in its sole discretion at any time. Without limiting the foregoing, Merchant reserves the right at all times to reject any Offer with respect to a site which Merchant deems unsuitable or inconsistent with Merchant’s objectives or the operation of Merchant’s Affiliate Program. Unsuitable sites include, but are not limited to, those that: * Promote (including, without limitation, links to) sexually explicit materials * Promote violence * Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age * Promote illegal activities * Manipulate key word searches on portals * Misrepresent themselves as one of Merchant’s websites by copying or co-opting the text or visual “look and feel” * Include “Oriental Trading” or variations or misspellings thereof in their domain names * Otherwise violate intellectual property rights, including, without limitation, “scraping” text or images from any of Merchant’s websites * Have traffic of less than 500 unique visitors per day * Do not clearly state an online privacy policy to its visitors 1.4. At any time prior to Partner providing a Qualifying Link, Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Partner as part of an Engagement. 2. Partner's Responsibilities. 2.1. Partner will link its site to areas within Merchant's site using special URLs specified in the Engagement or otherwise provided by or approved by Merchant (the "Required URLs"). Partner may post as many links to the Required URLs and the rest of Merchant's site as it likes on Partner's site. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified in the Engagement. The Required Links may consist of general links, buttons, banners, textlinks or product and product category links, all of which must be approved by Merchant. Product and product category links may have certain limitations or restrictions. For example, Merchant may place limitations on the availability of links based on such things as seasonality of the product, time restrictions for product promotions, or product inventory. 2.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by the Engagement. 2.3. Partner is responsible for notifying Merchant and The LinkShare Network(tm) of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner. 2.4. While Merchant requests that the Partner identify itself as Merchant’s affiliate, this affiliation may not be promoted by the Partner, the affiliate, in any way whatsoever that falls outside the scope of links described above, without prior approval by Merchant. Such promotions may include, but are not limited to, press releases, marketing materials, media kits, screen shots, graphics altered for co-branding or any other such format. 3. Commissions. 3.1. Merchant agrees to pay Partner the commission specified in the Engagement if Merchant makes a “Qualifying Sale” to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link. 3.2. A “Qualifying Sale” means a sale resulting in revenues actually received by Merchant as a result of a product sale with a shipping destination within the United States and Puerto Rico, excluding shipping and handling, service charges, returns, discounts or credits granted, cancelled or abandoned orders and any sale involving the interaction of a live Merchant telephone representative. A Qualifying Sale does not include the sale of any products listed on any of Merchant’s sites as "not available", and does not include sales where the customer uses a gift certificate or merchandise certificate for all or a portion of the sale. 3.3. A "Qualifying Link" is a link from Partner's site to Merchant's using one of the Required URLs or any other URL provided by Merchant for use in The LinkShare Network(tm) if it is the last link to the Merchant's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A Qualifying Link does not include sales of any products which are added to a customer's Shopping Cart after the customer has re-entered Merchant’s site (other than through a special link from the Partner’s site), even if the customer previously followed a link from the Partner’s site to Merchant’s site. A "Session" is the period of time beginning from a Customer's initial contact with Merchant's site via a link from the Partner's site and terminating when the Customer either returns to the Merchant's site via a link from a site other than Partner's site or the Engagement expires or is terminated. 3.4. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer. In order to permit accurate reporting and accounting, Partner is responsible to ensure that the links between the Partner’s site and Merchant’s site are properly formatted. Merchant will not be responsible for improperly formatted links regardless of whether the Partner has made amendments to the code or not. 3.5. All determinations of Qualifying Links, Qualifying Sales and whether a commission is payable will be made by Merchant and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant in its discretion. 4. Ownership and Licenses. 4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. 4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The LinkShare Network(tm), on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not modify any of the links, images, or messages in any way. Merchant reserves all rights in the images, the message, trade names and trademarks, and all other intellectual property rights. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Said license shall terminate upon the termination of this agreement. 4.3. To the extent applicable, Partner grants Merchant a non-exclusive, worldwide, royalty- free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Merchant's site to Partner's site. Merchant will remove such graphic or banner ad upon Partner's request. 4.4. As a condition to Partner’s acceptance and participation in Merchant’s Affiliate Program, Partner agrees to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (a) Use or otherwise incorporate the word "Oriental Trading" or variations or misspellings in the domain name(s) of any of Partner’s site(s), on any meta tags of web pages comprising partner’s site, or in advertising or searchable keywords; (b) Modify or alter any of Merchant’s sites in any way; (c) Make any representations, either express or implied, or create an appearance that a visitor to partner’s site is visiting Merchant’s site, including without limitation, "framing" Merchant’s site, without Merchant’s prior written approval; or d) “Scrape” or “spider” any of Merchant’s sites, emails or print ads for content (such as images, logos, text, coupon codes, key codes, discount code or special offer code) e) “Scrape” or “spider” either Oriental Trading Co, Inc or Terry’s Village sites, emails or print ads for content (such as images, logos, text, coupon codes, key codes, discount code or special offer code) 5. Termination. 5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The LinkShare Network(tm). Termination of an Engagement shall not terminate this Agreement or any other Engagement. 5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and The LinkShare Network(tm). Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 5.3. Upon termination of this Agreement for any reason, Partner shall immediately cease use of, and remove from Partner’s site, all links to Merchant’s site, and all of Merchant’s trademarks, trade names, trade dress and logos, and all other materials provided by or on behalf of Merchant pursuant hereto or in connection with Merchant’s Affiliate Program. 5.4. Merchant may 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 Merchant’s site. Merchant will also make commercially reasonable efforts to notify Partner of such changes prior to implementation. IF ANY MODIFICATION IS UNACCEPTABLE TO PARTNER, PARTNER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. PARTNER’S CONTINUED PARTICIPATION IN MERCHANT’S AFFILIATE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON MERCHANT’S SITE OR SENDING PARTNER THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 6. Representations. 6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.3. Customers who purchase products through Merchant’s Affiliate Program will be deemed to be Merchant’s customers regardless of whether they are also a customer of the Partner. Accordingly, all Merchant’s policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions with Merchant. Merchant may change its policies and operating procedures at any time consistent with applicable laws. Merchant will determine the price(s) to be charged for products it sells in accordance with Merchant’s pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that the Partner already has listed on its site, the Partner may not include price information in its product descriptions. Merchant will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the Merchant’s site. 7. Cross-Indemnification. 7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys'fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 8. LinkShare Required Provisions. 8.1. To the extent of a party's negligent or intentional acts, but excepting Linkshare's negligent or intentional acts, Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network(tm) and LinkShare Corporation and its affiliates, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys'fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto, except to the extent that Linkshare has acted in a grossly negligent manner in connection thereto. 8.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. 8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for four(4) months thereafter, enter into any similar advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via The LinkShare Network(tm). 9. Limitation of Liability. 9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 9.2. The parties agree that, except to the extent of Linkshare's negligent or intentional acts, The LinkShare Network(tm) and LinkShare Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 10. General. 10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 10.2. The parties agree that The LinkShare Network(tm) and LinkShare Corporation are intended third party beneficiaries under this Agreement. 10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Merchant's headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in Douglas County, Nebraska and the parties hereby consent to the jurisdiction of such courts. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department. 10.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. 10.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 11. Independent Investigation 11.1. PARTNER ACKNOWLEDGES THAT PARTNER HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. PARTNER UNDERSTANDS THAT MERCHANT 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 PARTNER’S WEB SITE. PARTNER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANYREPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below. ORIENTAL TRADING cOMPANY, INC. PARTNER _____________________ Signature Signature ____________________ _____________________ Print name and title Print name and title ____________________ _____________________ Date Date ____________________ _____________________ July2003rev.