FUJITSU AMERICA, INC. MASTER AGREEMENT for AFFILIATE PROGRAM FOR THE LINKSHARE NETWORK This Agreement ("Agreement") is made by and between Fujitsu America, Inc. ("FAI") as one party, and the party who has electronically signed this Agreement pursuant to its terms and seeks to be an affiliate in FAI's network for affiliates under the LinkShare program ("Affiliate"). This Agreement shall be effective as of the latter of (i) the date this form is electronically signed by Affiliate and (ii) the date Affiliate's application to participate is approved by FAI. RECITALS Whereas, FAI and Affiliate are each independently enrolled in The LinkShare Network™ ("the Network"), and Whereas, FAI contracts from time to time with one or more affiliates who participate in various advertising programs through the Network, in return for which FAI pays certain commissions (the "Affiliate Program"), and Whereas, Affiliate wishes to be eligible to participate in such programs; and Whereas, each party desires to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and FAI, which result from their participation in such programs on the Network. In consideration of the promises set forth below, the parties agree as follows: 1. Enrollment. Affiliate may submit a complete program application through the Network to begin the enrollment process. FAI will evaluate Affiliate's application and promptly notify Affiliate of acceptance or rejection. FAI may accept or reject Affiliate's application in FAI's sole determination; FAI will reject for reasons including, but not limited to, (i) a belief that Affiliate's website is or will be unable to direct a reasonable amount of traffic by way of sales, clicks and page views to FAI's website www.shopfujitsu.com; and (ii) any Affiliate website that contains pornographic, illegal, offensive, infringing or objectionable content. 2. Offers and Engagements. 2.1. From time to time, FAI may post on the Network one or more offers to pay to participants in the Affiliate Program a specified commission in return for certain advertising services leading to a qualifying Link (defined as a link from Affiliate's website to FAI's website using one of the URLs or graphic links provided by FAI, or through the Network) for use in the Affiliate Program that allows LinkShare to track the use of such links by visitors to Affiliate's website. If such offers receive an identification number from the 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. 2.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via the 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. 2.3. At any time prior to Affiliate providing a Qualifying Link, FAI 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 FAI for an Offer or an Engagement. Affiliate agrees to promptly implement any request from FAI to remove, alter or modify any graphic or banner ad submitted by FAI that is being used by Affiliate as part of an Engagement. 3. Affiliate's Responsibilities. 3.1. Affiliate will link its site to areas within FAI's website using the required URL http://www.shopfujitsu.com, or such other URL as FAI shall designate in its offer. Affiliate may post as many links as it wishes to the required URL. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate. 3.2. Affiliate agrees not to make any representations, warranties or other statements concerning FAI, FAI's websites, any of FAI's products or services, or FAI' website policies, except as expressly authorized by the Engagement. 3.3. Affiliate is responsible for notifying FAI and the Network of any malfunctioning of the required URLs or other problems with Affiliate's participation in the Engagement. FAI will respond promptly to all concerns upon notification by Affiliate. 3.4. Affiliate may not, without the prior written consent of FAI: (i) Generate or send any email messages or other "electronic messages" (as defined in the LinkShare Affiliate Membership Agreement, as amended) using or containing FAI's name or logo, or any variation thereof, or any of FAI' trademarks or products, or any of the Qualifying Links or URLs provided to you as part of the Affiliate Program. (ii) Send any email or other "electronic messages" that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that FAI, its business partners, or any related entity was the sender or sponsor of such email or procured or induced you to send such email. (iii) Forward, redistribute, or otherwise repurpose any email communications or newsletters or other "electronic messages" that FAI or its business partner sends to its customers or members of the Network, and (iv) Generate or send any unsolicited email ("Spam") under this Agreement or any email in violation of the CAN-SPAM Act of 2003 or any other applicable laws or regulations. (v) Establish a link to any URL except the required URL http://www.shopfujitsu.com (or any alternative URL which is provided by FAI in its Offer) which purports to make FAI products and/or services available for purchase by customers. This prohibition includes any misspelling, alteration, or other variations in the required URL. (vi) Maintain any content on Affiliate's links which include outdated, expired, invalid, incomplete, unauthorized or counterfeit coupons, discount codes, or the like. 3.5 Subject to the terms and conditions herein, Affiliate is hereby granted the right to use FAI's datafeed content. FAI hereby grants to Affiliate, during the term hereof, a limited, non-exclusive, non-transferable, revocable, non-sublicenseable, non-assignable right to: (i) access the FAI datafeed through authorized links provided by FAI from time to time on the Linkshare interface, and (ii) use and display the FAI content made available to Affiliate from time to time solely as provided through the Network, and solely for the purpose of generating the sale of FAI's products or services from Affiliate's website in connection with this Agreement. Any attempt to sublicense, assignment or transfer this right is void. FAI may terminate Affiliate's rights hereunder for any reason at any time in our sole and absolute discretion. 4. Commissions. 4.1. FAI agrees to pay Affiliate the commission specified in the Engagement found on the Linkshare interface if (i) FAI sells to a customer at FAI's website a product or service that is the subject of the Engagement and (ii) if that customer has accessed FAI's website and purchased the product or service via a Qualifying Link as defined in Section 4.2 herein, and (iii) Affiliate is in compliance with the terms and conditions of this Agreement. 4.2. A "Qualifying Link" is a link from Affiliate's website to http://www.shopfujitsu.com or other URL provided by FAI for use in the Network; provided, such link must be the last link to FAI that a 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 www.shopfujitsu.com via a link from the Affiliate's site and terminating when the customer either returns to www.shopfjutsu.com via a link from a site other than Affiliate's site, or the Engagement expires or is terminated. 4.3. FAI shall have the sole right and responsibility for processing all orders made by customers. Affiliate acknowledges that all agreements relating to sales to customers shall be between FAI and its customers. 4.4. All determinations of Qualifying Links and whether a commission is payable will be made by the Network, and will be final and binding on both FAI and Affiliate. Prices for the products and services will be set solely by FAI in its discretion. 5. Ownership and Licenses. 5.1. 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. 5.2. Trademark Terms and Conditions for Online Search Campaigns (a) When promoting FAI's products and services, Affiliate must represent itself as an affiliate, not as either the official FAI online store or as any other form of site operated by FAI itself. In any advertising copy, if Affiliate refers to any FAI website (www.shopfujitsu.com, solutions.us.fujitsu.com, or any variation thereof), Affiliate shall include language sufficient to identify that it is an affiliate and is not FAI itself. (b) Affiliate's FAI content and promotions must be compliant and up to date with current FAI promotions featured at www.shopfujitsu.com. (c) Affiliate agrees to properly utilize and attribute the following trademark terms: Trademark Appearance US Status Owning Entity Fujitsu Fujitsu ® Fujitsu Limited LIFEBOOK LIFEBOOK® ® Fujitsu Limited STYLISTIC STYLISTIC® ® Fujitsu Limited Attribution should be made in the following style: (i) If using the name Fujitsu and one or more Fujitsu Limited trademarks: "Fujitsu and xxx [fill in the trademark or marks used] are trademarks or registered trademarks of Fujitsu Limited in the United States and other countries." (ii) If using the name Fujitsu, the Fujitsu logo, and one or more Fujitsu Limited trademarks: "Fujitsu, the Fujitsu logo, and xxx [fill in the trademark or marks used] are trademarks or registered trademarks of Fujitsu Limited in the United States and other countries." (d) Affiliate's failure to comply with any of the terms specified in this Section 5.2 shall be considered material breach and will result in termination by FAI pursuant to Section 6.2 herein. Contact FAI if you have questions on appropriate usage at 408-764-9456 or computers_affiliate@us.fujitsu.com 5.3. FAI grants Affiliate 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 Network, on Affiliate's site solely for the purpose of creating links from Affiliate's website to FAI's website during Engagements established hereunder. Affiliate 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. 5.4. Affiliate grants FAI a revocable, non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from FAI's website to Affiliate's site. FAI will remove such graphic or banner ad upon Affiliate's request. 6. Termination. 6.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the 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 the terminating party provides at least five (5) days prior written notice of such termination to the other party and to the Network. For purposes of such notification, FAI's address is: Fujitsu America, Inc., Attn: E-Commerce Programs, 1250 E. Arques Ave., Sunnyvale, CA 94085. For purposes of such notification, Affiliate's address is as specified in its online registration. Each party agrees to notify the other in writing of any change in notice address. 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 and Limitations of Liability. 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 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) violates 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. 7.2. 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. 7.3. EXCEPT FOR THE ABOVE REPRESENTATIONS AND LIMITATIONS, 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. Provisions Required By The Network. 9.1. FAI and Affiliate jointly and severally hereby agree to indemnify, defend, and hold harmless the Network and LinkShare Corporation and its affiliates, officers, directors, employees and agents (for purposes of this Section 9, 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, and 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 9.1 above. 9.3. 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 twenty-four (24) months thereafter, 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 Network. 9.4. FAI and Affiliate 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. FAI and Affiliate 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 Affiliate's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications. 9.5. The parties agree that LinkShare 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. 9.6. FAI and Affiliate agree that LinkShare is an intended third party beneficiary of the terms set forth in this Section 9. 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. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in Santa Clara County, California. 10.3. 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 they may be invalid or unenforceable in whole or in part. In Witness Whereof, Affiliate has executed this Agreement by its electronic acceptance which is recorded by FAI, and FAI shall be deemed to have accepted this Agreement upon its communication to Affiliate of FAI's acceptance of Affiliate's application for participation in the Affiliate Network.