MASTER AGREEMENT This Master Agreement ("Agreement") is made between SmartBargains.com, LP ("Merchant") and Partner ("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. 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. At any time, 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 or otherwise. 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 (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, but otherwise will be in the discretion of Partner. Partner shall not bypass, modify, circumvent, impair, disable or otherwise interfere with the Qualifying Links. 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, content or Merchant's site policies, except as expressly authorized by the Engagement, as determined in Merchant’s sole discretion. 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 Partner will not utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authorized for the Partner’s use by the Merchant. 2.5 Partner shall not publish, distribute, post, broadcast, display or permit any written material that makes reference to Merchant without first submitting such material to Merchant for approval and receiving express prior written consent which shall be in Merchant's sole and absolute discretion. Submissions for such approval may be made via e-mail to: sbaffiliates@smartbargains.com 2.6 Partner's web site shall not, in any way, copy or resemble the look and feel of Merchant’s web site, nor shall Partner create the impression that Partner's web site is the Merchant’s web site or a part of the Merchant’s web site. Partner shall not frame or permit the framing of any page of the Merchant’s web site. 2.7 Partner shall be solely responsible for the development, operation, and maintenance of Partner's web site and, except for URLs provided by Merchant, for all content appearing on Partner's web site. Partner assumes sole responsibility for the accuracy of the content of Partner's web site, including, without limitation, descriptive claims, warranties, guarantees, and ensuring that the content on Partner's web site ("Content") and that the operation of Partner's web site does not infringe or violate any right of any third party. Partner shall not place or cause to be placed on Partner's web site anything which is obscene, threatening, malicious, or which infringes on or violates any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes Partner and/or Merchant to civil or criminal liability. Partner shall comply with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM, and any Internet or advertising regulations or policies of the United States in connection with Partner's web site. Partner shall immediately notify Merchant of any demand, claim, or action by a third party insofar as such demand, claim or action alleges that Partner's web site, its content or its operation does not meet the requirements of this Section. 2.8 Partner agrees that Merchant may, upon reasonable written notice, audit (i) the lists and sources of the lists to which Partner sends any email or other form of electronic message or advertisement relating to Merchant or its products (or otherwise identifying Merchant); and (ii) any email or electronic message or advertisement relating to the Merchant or its products (or otherwise identifying Merchant). 2.9 Partner agrees not to bid on any keyword in Pay per Click Search Engines (PPCSEs) that is a Merchant trademark, (or a derivation of a trademark, or any other word or term that is likely to cause confusion regarding its affiliation with Merchant). Some examples of these keywords include, but are not limited to: Smartbargains, smartbargains.com, Smartbargain, smartbargain.com, smartbargains com, smartbargain com, Smartbargainscom, Smartbargaincom, smart bargains.com, smart bargain.com, www.smartbargains.com, www.smartbargain.com, www.smart bargains.com, www.smart bargain.com, www.smartbargains, www smartbargains com, www smartbargain com, www smart bargains com, www smart bargain com, .com smartbargains, .com smartbargain Merchant may, at its sole discretion, modify this list from time to time to include any other word or phrase. Partners are prohibited from (i) using as display URLs any Merchant related trademarks or any variations thereof, including, but not limited to, the variations set forth in the list provided above; (ii) using the language “official site” or variations thereof in ad copy and from adding trademark symbols to ad copy; and (iii) using promotional language such as references to specific coupons and/or free shipping offers in ad copy. Partners must designate themselves as such by adding “aff” or “affiliate” to their ad copy. 2.10 Partner agrees not to employ the use of any type of software download or technology which attempts to intercept or re-direct traffic or referral fees to or from, any other website without the written consent of Merchant. 2.11 Partner will not redirect traffic to Merchant’s site where its URL remains in the address when a customer attempts to bookmark, what appears to be, Merchant’s site, as determined by Merchant in its sole discretion. 2.12 For Merchant’s products listed for sale on Partner’s site, Partner will direct customers only to Merchant’s site for the purchase or will purchase the products only from Merchant’s site. 2.13 Partner will use the product images and descriptions only as provided by Merchant and only in the manner consistent with this Agreement for the promotion and sale of Merchant’s products. 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 "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. 3.3. 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. 3.4. 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 in its discretion. 3.5 Customers who buy products or services from Merchant on or through the Merchant’s web site shall be deemed to be customers of Merchant and Merchant’s rules, policies, and operating procedures concerning customer orders, customer service, and the sale of products and services on or though Merchant’s web site shall apply to those customers. Merchant shall determine, in its sole and absolute discretion, the products and services to be sold on or through the Merchant’s web site and the prices to be charged for such products and services. 3.6 Partner shall be responsible for any income and other taxes required under applicable laws arising out of monies received by Partner pursuant to this Agreement. 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. (i) During the term of this Agreement, Merchant grants Partner a revocable, non-exclusive, non-assignable, limited, worldwide license to use, reproduce and transmit its name, logos, trademarks, service marks, trade dress and proprietary technology (collectively, “Merchant’s trademarks”), 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. (ii) All such use shall inure to the benefit of Merchant. 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. The license granted herein is conditioned upon Merchant’s right to exercise quality control over Partner’s activities as a Partner, which shall include the continuing right of Merchant to inspect Partner’s place of business and business records, which business records shall be maintained at Partner’s place of business, to ensure that the services of Partner, rendered in connection with Merchant’s trademarks, meet Merchant’s specifications and are otherwise in conformity with the terms of this Agreement. Partner agrees at no time to challenge Merchant’s ownership of Merchant’s trademarks and the SMARTBARGAINS.COM domain name, and/or the validity of Merchant’s trademarks and SMARTBARGAINS.COM domain name, and/or aid or assist others to do so. Partner shall not modify any of Merchant's trademarks without the prior written approval of Merchant. Partner shall not use any name or mark substantially similar to a Merchant trademark as part of any domain name without the prior written approval of Merchant. Upon Merchant’s request or the termination of this Agreement or applicable Engagement, Partner shall cease and desist from all use of Merchant's trademarks and content. Partner shall not make any use of Merchant trademarks or content for any purposes other than linking to the Merchant’s web site. Partner will not use or negligently or intentionally allow any third party to use the Content for any purpose other than to drive sales to the Merchant’s site. Partner shall not make any use of Merchant trademarks or content in any manner that is disparaging or that otherwise portrays Merchant in a negative light. 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 in its discretion or 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, upon 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, including, but not limited to, Sections 2, 4.2 (ii), 5, 6, 7, 9 and 10. 5.3 In the event of a breach by Partner that is not cured within the applicable cure period, if any, provided by Merchant, Merchant may in its sole discretion, provide lower or no compensation to Partner, suspend or terminate Partner from the Engagement, or pursue such other remedies as Merchant deems appropriate. 6. Representations. 6.1. Partner represents 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 Merchant 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 REPRESENTATIONS CONTAINED IN THIS AGREEMENT, 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 MERCHANT MAKES NO REPRESENTATIONS OR WARRANTIES THAT ITS WEB SITE OR LINKS THERETO MEETS PARTNER’S REQUIREMENTS, THAT ITS WEB SITE WILL ALWAYS BE AVAILABLE, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE OR OPERATED WITHOUT ERROR, OR WITH RESPECT TO THE PRODUCTS AND SERVICES SOLD ON OR THROUGH MERCHANT’S WEBSITE. 7. Indemnification. 7.1. Partner hereby agrees to indemnify, defend and hold harmless the Merchant 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. Merchant has the right to participate in any defense and /or to select and control legal counsel for the defense of any such claim, demand or action and for any negotiations relating to any such claim, demand or action; however, Partner must approve any settlement of any such claim, demand or action to the extent that such settlement imposes any restrictions on or requires Partner to contribute financially to such settlement. Participation or control by Merchant does not impact Partner’s indemnity obligations. 8. LinkShare Required Provisions. 8.1. 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. 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 enter into any 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), except as provided for in another written agreement with LinkShare. 8.4. Merchant and Partner acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. Merchant and Partner acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or Merchant or Partner's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications. 8.5. Merchant and Partner agree that LinkShare is an intended third party beneficiary. 9. Limitation of Liability. 9.1. Except for the indemnity obligations, 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. Notwithstanding the foregoing, Partner shall be liable to Merchant for any and all damages, losses or expenses (including attorneys' fees and other costs of defense) incurred in connection with all (including third party) suits, claims, demands, or liabilities whatsoever, in law and equity, arising out of or resulting in any way from any actual or alleged violation by Partner of Sections 2, 4.2, 6.1, or 10.1 of this Agreement. IN ANY EVENT, THE LIABILITY OF MERCHANT FOR ANY LOSS OR DAMAGES SUFFERED BY PARTNER IN CONNECTION WITH THIS AGREEMENT OR THE MERCHANT WEB SITE OR ANY FAILURE, ACT, OMISSION OR BREACH OF THIS AGREEMENT BY MERCHANT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY MERCHANT TO PARTNER. 9.2. The parties agree that 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, other than as provided for in another written agreement with LinkShare wherein it agrees to indemnify one or both of the parties. 10. General. 10.1 Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party. Such information may include, but is not limited to, software, customer and user information, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving party can demonstrate: (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party; (b) was known to the receiving party as of the time of its disclosure and is evidenced by receiving party's written records; (c) is independently developed by the receiving party; or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. The parties shall take reasonable steps to protect the other's Confidential Information. The parties agree not to, except as required by the normal and proper course of performing under this Agreement, (a) use, (b) disclose, (c) copy, or (d) allow access to, the other's Confidential Information without express prior written consent. These restrictions shall continue to apply as long as the confidential nature of the information is maintained and shall survive the expiration or termination of this Agreement. Each of the parties shall make its employees and third parties who will have access to the other party's Confidential Information aware of the confidentiality provisions of this Agreement and shall require them to execute agreements undertaking obligations consistent with the provisions of this Agreement. 10.2. Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 10.3. Third Party Beneficiary. The parties agree that The The LinkShare Network(tm) and LinkShare Corporation are intended third party beneficiaries under this Agreement. 10.4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts, United States of America without regard for its conflict of laws provisions. The parties consent to the federal and state courts located in the city of Boston in The Commonwealth of Massachusetts having jurisdiction over them and waive any objection to venue laid therein. 10.5. Counterparts. 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. 10.6. Severability. 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. 10.7 Waiver of Jury Trial. The parties hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement. The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The parties each acknowledge that the waiver is a material inducement for each party to enter into a business relationship, that each party has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each party further warrants and represents that each has had the opportunity to have legal counsel review the waiver. The waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as written consent to a trial by court. 10.8 Prevailing Party. If any legal action or other proceeding is brought for a breach of this Agreement or any of the warranties herein, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled. 10.9 Prior Obligations. Each party represents and warrants that entering into and performing under this Agreement does not conflict with any prior obligations to third parties. 10.10 Waiver Of Breach; Failure to Perform. A breach of any provision of this Agreement may only be waived in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach, nor shall waiver of a breach of any provision constitute a waiver of the provision itself. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter. 10.11 Performance Excused. The parties shall be excused from delays in performing or from any failure to perform hereunder to the extent that such delay or failure results from causes such as war or natural disaster or strike which are beyond the reasonable control of the party, provided that, in order to be excused from delay or failure to perform, the party must act diligently to remedy such delay or failure. 10.12 Assignment & Transfer. Partner shall not assign or transfer this Agreement without the express prior written consent of Merchant, except to a successor in interest in connection with a sale of its respective business or substantially all of the assets of its business to a successor in interest. 10.13 Bind & Benefit. This Agreement shall bind and benefit the heirs, successors and permitted assigns of the parties. 10.14 Notice & Delivery. Under this Agreement, if one party is required to deliver or submit something to the other, or give notice, such delivery and such notice shall be given to Partner by e-mail at the address specified in the Engagement and to Merchant via registered mail or overnight courier to Merchant's headquarters to the attention of Merchant's legal department with a copy by e-mail to: sbaffiliates@smartbargains.com. 10.15 Headings. Headings in this Agreement are for the purpose of convenience only. They are not intended to be a material part of the Agreement, and in the event of any conflict between the heading and the text, the text shall govern. 10.16. Amendment. Merchant may amend this Agreement at any time in its discretion.