MASTER AGREEMENT This Master Agreement ("Agreement") is made between Montgomery Ward ("Merchant") and _______________________ ("Partner"). BACKGROUND Partner and Merchant are each enrolled in the The LinkShare Network™. 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™. 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™ 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™ 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™, 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 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 (the "Required URLs"). 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. 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™ 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 "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™ 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 must meet criteria detailed in section 3.6, will be made by The LinkShare Network™ 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. It will be considered a breach of this Agreement to utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authorized for the Affiliate Program and explicitly authorized for your use, and we reserve the right to withhold or disallow payment for violations under this section. 3.6. Commission will be paid only on commissionable items. Non-commissionable items include: I. orders cancelled for any reason including, but not limited to, fraud, failure of credit card authorization/charge or upon customer request II. all shipping and handling charges III. taxes and fees IV. gift certificates and gift cards V. purchase amounts made using a gift card or gift certificate 3.7. Commission will not be paid on any sales resulting from an action prohibited by this Agreement or not covered by this Agreement. Merchant retains the right to revoke commission previously paid if the action is determined to be a violation of 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. I. You, the Affiliate (“Partner”), shall not use any Licensed Materials (a) for purposes other than advertising the MONTGOMERY WARD products on your Affiliate Site without obtaining the prior written consent of MONTGOMERY WARD, or (b) in any manner that disparages MONTGOMERY WARD or otherwise portrays MONTGOMERY WARD in a negative light. You agree to follow all policies regarding Licensed Materials provided to you by MONTGOMERY WARD. MONTGOMERY WARD reserves all of its rights in the Licensed Materials and in all other MONTGOMERY WARD copyrights, trademarks, trade names and other intellectual property rights. II. You grant to MONTGOMERY WARD a non-exclusive license to utilize your name and the names, titles, and logos used on your Affiliate Site, as the foregoing may be changed or altered by you from time to time (the "Affiliate Trademarks"), solely for the purposes of advertising, marketing, promoting, and publicizing in any manner MONTGOMERY WARD's rights hereunder; provided, however, that MONTGOMERY WARD shall not be required to advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon termination of this Agreement. III. By participating in an affiliate relationship with MONTGOMERY WARD, you shall not participate in any of the below actions (the “Prohibited Advertising Activities”): (a) cause your Affiliate Site to be a copy of or to resemble the look and feel of www.MONTGOMERYWARD.com (WARDS.COM) (the “MONTGOMERY WARD Site”); (b) create the impression that your Affiliate Site is any of MONTGOMERY WARD’s official Web sites or any part of them. This includes any of the following actions/representations via search engine keyword marketing: (i) linking directly to the MONTGOMERY WARD website. All links from paid search must first point to a live page on your website (ii) represent MONTGOMERY WARD as the keyword advertiser via the display URL. Your display URL should be the name/URL of the website the keyword ad is linking to; (iii) bid on any keyword or variation of the MONTGOMERY WARD brand name, URL, misspellings or any other variation of the brand name. When bidding on general terms related to the MONTGOMERY WARD business or e-commerce operations, Affiliate must add “MONTGOMERY WARD” (as well as other variations listed below) as a “negative” to their campaign, whereas results will not appear when a user types in the MONTGOMERY WARD brand name (or any variation thereof). Variations include, but are not limited to: WARDS, MONTGOMERY WARDS, WWW.MONTGOMERY WARD.COM, MONTGOMERY WARD, WARDS.COM. (iv) frame any page of the MONTGOMERY WARD Site with your Affiliate Site (including but not limited to pages of the MONTGOMERY WARD Site opened by users of your Affiliate Site via a Link) without prior written consent of MONTGOMERY WARD; (v) include incorrect product price information regarding any MONTGOMERY WARD products on your Affiliate Site. All pricing data displayed must be current pricing and updated regularly; (vi) infringe, misappropriate or violate any third party’s copyrights, trademarks or other intellectual property rights on your Affiliate Site. This includes unauthorized marketing (including search keyword bidding) of other third party brand names to promote the MONTGOMERY WARD affiliate program; (vii) make any representations, warranties (express or implied) or covenants regarding MONTGOMERY WARD, the MONTGOMERY WARD Site or the MONTGOMERY WARD products on your Affiliate Site; (viii) send unsolicited commercial advertisements using MONTGOMERY WARD Marks without prior written consent given by MONTGOMERY WARD; (ix) publish or distribute any written material that makes reference to MONTGOMERY WARD without first submitting such material to MONTGOMERY WARD and receiving its written consent; (x) violate any federal, state or local law, rule or regulation with respect to the subject matter of this Agreement; or IV. Except to the extent that you have received permission from MONTGOMERY WARD in writing, your Affiliate Site shall not contain any content or product information from the MONTGOMERY WARD Site or any materials which are proprietary to MONTGOMERY WARD, other than the Licensed Materials provided directly from MONTGOMERY WARD. Product details (including but not limited to) descriptions, pricing, photos and images may not be altered from the originals provided from MONTGOMERY WARD. You further agree that: (i) you have not registered and will not register any domain name or trademark that contains any of the following: MONTGOMERY WARD(S) MONTGOMERY WARD(S).com MONTGOMERY-WARD(S) MONTGOMERY WARD(S) coupon MONTGOMERY WARD(S) offer MONTGOMERY WARD(S) offer code MONTGOMERY WARD(S) promotion code MONTGOMERY WARD(S) promo code MONTGOMERY WARD(S) apparel MONTGOMERY WARD(S) catalog MONTGOMERY WARD(S) outlet MONTGOMERY WARD(S) clothing MONTGOMERY WARD(S) clothes MONTGOMERY WARD(S) discount MONTGOMERY WARD(S) store MONTGOMERY WARD(S) online MONTGOMERY WARD(S) promotion MONTGOMERY WARD(S) discount coupon MONTGOMERY WARD(S) discount MONTGOMERY WARD(S) outlet store WARDS.COM WARDS .com WARDS-.COM WARDS.COM coupon WARDS.COM offer WARDS.COM offer code WARDS.COM promotion code WARDS.COM promo code WARDS.COM apparel WARDS.COM catalog WARDS.COM outlet WARDS.COM clothing WARDS.COM clothes WARDS.COM discount WARDS.COM store WARDS.COM online WARDS.COM promotion WARDS.COM discount coupon WARDS.COM discount WARDS.COM outlet store or any variation thereof including misspellings (collectively, the "MONTGOMERY WARD Marks"); (ii) you will suffer a penalty if found by MONTGOMERY WARD to be engaging in any Prohibited Advertising Activities including but not limited to bidding on pay-per-click advertisements using MONTGOMERY WARD Marks; penalty shall include your immediate removal from the MONTGOMERY WARD affiliate program and revocation of all rights assigned to commissions associated with orders having been generated from your Prohibited Advertising Activities and/or any activities that leverage the MONTGOMERY WARD Marks. (iii) you will not purchase or otherwise contract with a third party to exploit any of the MONTGOMERY WARD Marks for the purpose of causing your Affiliate Site to appear as a search result in any search engine or any browser pop-up window or for any other reason; (iv) you will not use MONTGOMERY WARD Marks in sub-domains on your Web site thereby causing your Affiliate Site to appear as a search result in any search engine or for any other reason; (v) you will not utilize “meta tags” or Web page titles that contain any MONTGOMERY WARD marks in your Affiliate Site for the purpose of causing your Affiliate Site to appear as a search result in any search engine; and (vi) you will not redirect the URL of your Affiliate Site to the MONTGOMERY WARD site or to any other website. (vii) you will remove all links to the MONTGOMERY WARD Site within 48 hours from written request made by MONTGOMERY WARD should it decide to end its relationship with your Affiliate Site 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™, 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. CUSTOMER EXPERIENCE (See appendix 1.0 for additional definitions and clarification of terms used in this section.) 5.1. Partner agrees to remain CAN-SPAM compliant and will not send unauthorized e-mail. This includes marketing to an e-mail address that Partner does not possess record of a current and direct opt-in request for that specific e-mail address. 5.2. Interference with referrals. Partner (its agents, technology provider, software download or any individual/corporation working on its behalf) may not interfere with or seek to influence improperly the referral of a potential customer or visitor ("End-User") to the Montgomery Ward website. No Partner action, software, link, etc. will automatically replace or alter any component of a Service Provider's technology that results in a reduction of any compensation earned by another Publisher. For example, a Publisher or Technology Provider may not use methods or technology to automatically replace a Service Provider's tracking identifier of another Publisher with its own Service Provider's tracking identifier or otherwise intercept or redirect an End-User from being referred through another Publisher's Link. Partner may notify an End-User once that End-User has arrived at the Advertiser's Web site of an opportunity to utilize technology employed by that Publisher and obtain the End-User's consent via affirmative action upon each occurrence to proceed with the operation of such technology. Implementation of software application functionality requires that the notification be easily understood by the average End-User, that any settings for automatic notification must be explicitly opt-in, and that it is not objectionable to the Advertiser. 5.3. Partner may not use invisible methods to generate non End-User initiated impressions, clicks, or transactions. All click ("Click") events must be initiated by an affirmative End-User action. 5.4. Partner may not utilize technology in any manner that alters, changes, substitutes or modifies the content of another Publisher's Web pages. 5.5. Partner may not utilize any Service Provider's technology with other Software, whereby the installation and de-installation is not obvious, easy or complete. Licensing and terms of all software downloads and applications of any type must be clearly presented to and accepted by the End-User. Software must be clearly marked in such a manner that the End-User can identify Partner’s Software with an associated behavior that occurs on the End-User's computer, and receive visible notification of such behavior. 6. TERMINATION 6.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The LinkShare Network™. Termination of an Engagement shall not terminate this Agreement or any other Engagement. 6.2. 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™ (unless specified otherwise within this agreement). 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. 7. REPRESENTATIONS 7.1. 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 (or via other marketing channels including, but not limited to, e-mail marketing and banner advertising) 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 – including the CAN-SPAM ACT; (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. 7.2. 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. 8. CROSS-INDEMNIFICATION 8.1. 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. 9. LINKSHARE REQUIRED PROVISIONS 9.1. Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network™ 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. 9.2. 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. 9.3. 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. 9.4. Merchant and Partner agree that LinkShare is an intended third party beneficiary. 10. LIMITATION OF LIABILITY 10.1. 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. 10.2. The parties agree that The LinkShare Network™ 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. 11. GENERAL 11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 11.2. The parties agree that The The LinkShare Network™ and LinkShare Corporation are intended third party beneficiaries under this Agreement. 11.3. 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 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. 11.4. 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. 11.5. 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. 11.6. Each party shall treat as confidential all Confidential Information received from the other party, shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the other Party’s prior written consent. Each party shall take reasonable measures to prevent the disclosure and unauthorized use of Confidential Information of the other Party. The term "Confidential Information" shall mean any information disclosed by one Party to the other Party in connection with this Agreement which is disclosed in writing, orally or by inspection and is identified as "Confidential" or which a Party has reason to believe is treated as confidential by the other Party and shall include the terms of this Agreement, provided that Confidential Information shall not include information that: (a) was independently developed by the receiving Party without any use of the Confidential Information of the other Party and by employees or other agents of (or independent contractors hired by) the receiving Party who have not been exposed to the Confidential Information; (b) becomes known to the receiving Party, without restriction, from a third party without breach of this Agreement and who had a right to disclose it; (c) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the receiving Party; (d) was rightfully known to the receiving Party, without restriction, at the time of disclosure; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice thereof to the other Party and shall use commercially reasonable efforts to prevent public disclosure of such information. Each Party acknowledges that its breach of this Section may cause irreparable harm to the non-breaching Party, the extent of which would be difficult to ascertain. Accordingly, each Party agrees that, in addition to any other remedies to which the non-breaching Party may be legally entitled, such Party shall have the right to obtain immediate injunctive relief in the event of a breach of such sections by the breaching Party or any of its officers, employees, consultants or other agents. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below. In the case in which a signature is not received, Partner agrees to this Agreement in its entirety by submitting an electronic application to the Montgomery Ward affiliate program. PARTNER __________________________________ Signature __________________________________ Print name and title _________________________________ Date MERCHANT __________________________________ Signature __________________________________ Print name and title _________________________________ Date Appendix 1.0 Definitions and clarification of terms used within section 5 (“Customer Experience”) Definitions: • Advertiser - the company in an active relationship with a Service Provider for the purpose of displaying advertisements with Publishers to market their products and/or services • Publisher - the company in an active relationship with a Service Provider with which Advertiser's advertisements are displayed to End-Users • End-User - individuals (consumers) who respond to advertisements from Advertisers that are displayed by Publishers • Service Provider - a company that provides services and technologies to both Advertisers and Publishers • Technology Provider - the company that provides Software used to display Advertiser's advertisements to End-Users. • Click - the initiation of an End-User referral action from a Publisher to an Advertiser's site, tracked through the Technology Provider's services. • Publisher Link - a link to an Advertiser where an active affiliate relationship exists with an affiliate service provider, or contains a parameter named 'afsrc' set to any value. (ex: http://www.mysite.com/redirect?offerid=12345&afsrc=1) This 'afsrc' parameter option is provided to address the case where affiliates modify or mask the links provided to them from the affiliate service providers and it becomes impossible to determine that they are affiliate links based on their appearance. • Publisher Web Page - a page that contains a Publisher Link and is part of a Web site where an Advertiser and the Publisher have an active affiliate relationship.