NETWORK AFFILIATE AGREEMENT This Network Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to a party's participation as a network affiliate in the Affiliate Network of Figi's Inc. within The LinkShare Network (the "Program"). As used in this Agreement, the term "Merchant" shall mean Figi's Inc. and the term "Network Affiliate" shall refer to the applicant party after having been approved by Merchant to participate in the Program as a network affiliate pursuant to and such party's acceptance of all the terms and conditions contained in this Agreement. BACKGROUND Network Affiliate and Merchant are each enrolled in The LinkShare Network(tm). Network Affiliate and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Network Affiliate and Merchant which result from their participation in the Program and The LinkShare Network(tm). TERMS AND CONDITIONS In consideration of the promises set forth below, Merchant and Network Affiliate 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 (as that term is 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 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 Network Affiliate 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. Network Affiliate 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 Network Affiliate as part of an Engagement. 2. Network Affiliate's Responsibilities. 2.1. Network Affiliate will link its site to areas within Merchant's site using special URLs specified in the Engagement (the "Required URLs"). Network Affiliate may post as many links to the Required URLs and the rest of Merchant's site as it likes on Network Affiliate's site. The position, prominence and nature of links on the Network Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Network Affiliate. 2.2. Network Affiliate 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. Network Affiliate is responsible for notifying Merchant and The LinkShare Network(tm) of any malfunctioning of the Required URLs or other problems with Network Affiliate's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Network Affiliate. 2.4. Network Affiliate shall not bid on search terms or key words on any web search engine, entity, or facility that are the name of Merchant, any of Merchant's trade names or domain names, any of Merchant's trademarks, or any registered trade or product names or marks of Merchant such as, but not limited to, "Figi's," "Figis, " "www.figi's.com,", "www.figis.com," "www.figi.com," "figi's.com, " "figis.com," "figi.com,","Gifts in Good Taste," or "Creamy Country," or any variation or permutation of any such names or trademarks. Network Affiliate may notuse Merchant's name, or any variation thereof, in metatags. Network Affiliate may not use Merchant's name, or any variation thereof, in hidden text or source code. Network Affiliate you may not use Merchant's name, or any variation thereof, in Network Affiliate's domain name or any other part of its URL. Network Affiliate may not engineer its website in such a manner that pulls internet traffic away from any of Merchant's websites. Network Affiliate shall not be entitled to and shall forfeit any commission that would otherwise be due under this Agreement for a Customer directed to Merchant's website by use of any search term or key word which Network Affiliate used in violation of this Section. 3. Commissions. 3.1. Merchant agrees to pay Network Affiliate 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 Network Affiliate'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 Network Affiliate's site and terminating when the Customer either returns to the Merchant's site via a link from a site other than Network Affiliate's site or the Engagement expires or is terminated. 3.3. Merchant shall have the sole right and responsibility for processing all complete orders made by Customers. Network Affiliate 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 Network Affiliate. Prices for the products will be set solely by Merchant in 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 Network Affiliate a revocable, non-transferable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology (collectively, the "Figi's Intellectual Property"), as designated in the Engagement or during the registration process in The LinkShare Network(tm), on Network Affiliate's site solely for the purpose of creating links from Network Affiliate's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Network Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Network 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. 4.3. Network Affiliate may only use the Figi's Intellectual Property in content and context that have been approved by Merchant. Network Affiliate may not modify the Figi's Intellectual Property in any manner. Network Affiliate may not display the Figi's Intellectual Property in any manner that implies endorsement by Merchant outside of its involvement in the Program. Network Affiliate may not use the Figi's Intellectual Property to disparage Merchant, its products or services, or in a manner which, in Merchant's reasonable judgment, may diminish or otherwise damage Merchant's goodwill in the Figi's Intellectual Property. If requested by Merchant, Network Affiliate must use the (r) symbol next to the Figi's Intellectual Property and state, in its materials that include any Figi's Intellectual Property, that such Property is the registered trademark of Figi's Inc. Network Affiliate acknowledges that all rights to the Figi's Intellectual Property are the exclusive property of Merchant and all goodwill generated through Network Affiliate's use thereof will inure to Merchant's benefit. Network Affiliate may not copy any image from Merchant's web site except for those links specifically provided to Network Affiliate under this Agreement. 4.4. Network Affiliate grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Network Affiliate solely for co-branding purposes or as a return link from Merchant's site to Network Affiliate's site. Merchant will remove such graphic or banner ad upon Network Affiliate's request. 4.5. Network Affiliate shall identify itself as an affiliate of Merchant; provided, however, Network Affiliate shall not promote such affiliation in any way beyond as necessary for the Program (including, but not limited to, press releases, marketing materials,or media kits for Network Affiliate), without the prior written approval of Merchant. 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 (5) day's prior 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. 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, anti-discrimination 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. LinkShare Required Provisions. 8.1. Network Affiliate hereby agrees 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 Network Affiliate agrees that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by the Network Affiliate 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 the Network Affiliate. 9. Limitation of Liability. 9.1. 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. 9.2. 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. 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. The parties agree that The LinkShare Network(tm) and LinkShare Corporation are intended third party beneficiaries under this Agreement. 10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Wisconsin. Any action to enforce this Agreement shall be brought in the federal or state courts located in Wisconsin and Network Affiliate irrevocably consents to the jurisdiction of such courts. 10.4. 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. 10.5. 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. 10.6. Network Affiliate may not assign this Agreement, by operation of law or otherwise, without Merchant's prior written consent. 10.7. Merchant's failure or agreement not to enforce strict performance of this Agreement by the Network Affiliate in a given instance will not constitute a waiver of Merchant's right to subsequently enforce such provision or any other provision of this Agreement. 10.8. Network Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Network Affiliate understands that Merchant may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with Network Affiliate's web site. Network Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement. Network Affiliate hereby accepts and agrees to be bound by the terms and conditions contained in this Agreement. 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