MASTER AGREEMENT This Master Agreement ("Agreement") is made between Electronics Boutique of America, Inc.("Merchant") and ________________________ ("Partner"). BACKGROUND Partner and Merchant are each enrolled in the 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 led 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. 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. 1.4. Vendors, manufacturers, distributors, and the employees of the aforementioned associated in any manner with Electronics Boutique of America, Inc., Electronics Boutique, or any unit owned or operated by Electronics Boutique Holdings, Inc., are not eligible to participate in the EBgames.com Affiliate Program. 1.5. Entities affiliated with Electronics Boutique of America, Inc. through other programs (non-LinkShare) are not eligible to participate in the EBgames.com Affiliate Program through the LinkShare Network(tm). 1.6. Employees of any company owned or operated by Electronics Boutique Holdings, Inc., are not eligible to participate in the EBgames.com Affiliate Program. 1.7. Electronics Boutique of America, Inc. reserves the right to accept, reject, or terminate affiliates at its discretion. 2. Partner's Responsibilities. 2.1. Partner will link its site to areas within Merchant's site using special URLs specified in the Engagement (the "Required URLs"). Partner may post unlimited links to the Required URLs and the rest of Merchant's site on Partner's site. Partner agrees to only post EBgames.com affiliate Links on the site that the Partner applied with. Other Websites owned by partner will require written permission from EBgames in order for partner to use provided affiliate links to Ebgames on that site. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified in the Engagement, but otherwise will be at the discretion of the Partner. 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 agrees to not identify or otherwise represent in any way that their site is the primary or "official" site of Electronics Boutique of America, Inc. or EBgames.com. Partner agrees to request specific authorization before using any intellectual property of Merchant. Partner agrees to not enter into any agreement with a third-party advertiser or search engine using Merchant’s trademarks, trade names, or any name that is similar thereto, including, but not limited to, EBGAMES, EBGAMES.COM, ELECTRONICS BOUTIQUE, EBWORLD or EBWORLD.COM. Partner agrees not to use the aforementioned trademarks or a combination thereof, or similar variants, more than once in any URL, HTML page title or meta-tag and no more than five times on any HTML page. Partner agrees not to use the aforementioned trademarks or similar variants in any email communication in such a way that violates any local, state or federal law. 2.4. 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. 3. Commissions. 3.1. Merchant agrees to pay Partner the commission specified in the Engagement if Merchant sells 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 sale is determined to be the point where an order is billed to a customer and the product physically ships from Merchant. This policy exists because Merchant does not charge customers for products until the point of shipment and will not pay affiliates commissions on payments not yet collected. If a product is returned, the sale will be deleted and no commission will be earned. If a customer orders online and chooses to pick-up a product at a physical EB Games, Electronics Boutique or EBX store, the order will not be tracked as a sale nor will commissions be earned. 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 "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. 3.5. All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network(tm) and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant at 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 sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 4.3. 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. 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 or email 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. 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, antidiscrimination 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. 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. Limitation of Liability. 8.1. 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. General. 9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 9.2. 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 that state. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department. 9.3. 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. 9.4. 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. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below. MERCHANT PARTNER _________________________________ __________________________________ Signature Signature __________________________________ __________________________________ Print name and title Print name and title __________________________________ __________________________________ Date Date