The following Master Agreement contains terms and conditions governing advertising and commission engagements entered into via The LinkShare Network(tm) by Schwan's Home Service, Inc. selling Impromptu Gourmet(r) products and services ("Merchant") and a site owner that wishes to promote and link to the Merchant's site ("Partner"). LinkShare makes no representations or warranties concerning this Master Agreement. To confirm your acceptance of the terms of the Master Agreement, please click on the "I Accept" button below. Otherwise click on the "back" button on your browser to return to the previous page. [I ACCEPT] MASTER AGREEMENT This Master Agreement ("Agreement") is made between Schwan's Home Service, Inc.selling Impromptu Gourmet(r) products and services ("Merchant") and a site owner that wishes to promote and link to the Merchant's site ("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, Partner and Merchant agree as follows: 1. Offers and Engagements. 1.1. From time to time, Merchant may post on The LinkShare Network(tm) offers to pay Partners 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 termsand 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"). Partner may post as manylinks 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'ssite 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(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 productor 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 alink 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. 4. Coupons. It shall be considered a breach of this Agreement for a Partner to utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized for this affiliate program and explicitly authorized for Partner's use, and Merchant reserves the right to withhold or disallow payment for violations under this section. 5. Emails. Partner shall at all times fully comply with the CAN-SPAM Act in its sending of email messages pursuant to this Agreement. Furthermore, Partner shall only use email messages that have been provided by Merchant through The LinkShare Network(tm) and all such messages shall be sent by Partner framed with Partner's logo and branding so as to indicate the source of the message. 6. Trademarked Search Bidding. There shall be no bidding by Partner on keywords containing Merchant's trademarks or brand names on Merchant's behalf. 7. Confidential Information. Should Partner and Merchant exchange one another's confidential information in the course of their performance under this Agreement, the receiving party agrees to protect such confidential information from disclosure to third parties and not use such confidential information for any purpose other than the receiving party's fulfillment of its obligations under this Agreement. Confidential information shall be returned to the disclosing party upon its request. 8. Ownership and Licenses. 8.1. 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. 8.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit Merchant's name, logos, trademarks, service marks, trade dress and proprietary technology, as designated by Merchant in the Engagement, 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. 8.3. 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. 9. Termination. 9.1. 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. 9.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five (5) day's prior written notice of such termination to the other party. 9.3 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 of this Agreement shall so survive. 10. Representations. 10.1. 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 content on its site or any material 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 secretor 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. 10.2. 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. 11. Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and againstany 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. 12. Limitation of Liability. In no event shall Merchant be liable to Partner for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 13. Notice. Partner should send official correspondence to Merchant's headquarters to the attention of Merchant's Law Department. 14. General. 14.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 14.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Minnesota. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. 14.3. 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 them may be invalid or unenforceable in whole or in part. 14.4 This Agreement constitutes the entire agreement of the parties with regard to the subject matter contained herein and supersedes all prior or contemporaneous agreements, oral or written, pertaining to this subject matter.