MASTER AGREEMENT This Master Agreement ("Agreement"), is entered into on ______, 2004, ("Effective Date"), and is made between eToys Direct, Inc., a Delaware corporation with its principal place of business at 1099 18th Street, Suite 1800, Denver, Colorado 80202 ("Merchant") and [insert name of Partner] ("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, 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. 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 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 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. 2.2. Partner will not post any coupon codes or discount offers unless they are specifically provided for Partner Site/s through the LinkShare Network. 2.3. 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. 2.4. 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 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. 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 ("Intellectual Property"). 4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the Intellectual Property, 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. 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. Partner will remove Merchant's Intellectual Property upon Merchant's request. Notwithstanding the provisions set forth above: (a) Partner's domain name/s shall not contain any reference to the eToys or eToys.com trademarks including without limitation, eToys, eToys.com, or any variation thereof; (b) Partner will not buy or bid on any of eToys or eToys.com trademarks on any pay-for-placement search engine; (c) Partner agrees not to exploit any eToys or eToys.com trademarks in an attempt to influence the Partner sites rankings in search engine results on any search engine, or for any other reason whatsoever. In the event that the terms of this Section are breached, Partner must remove all Intellectual Property, and Merchant reserves the right to immediately terminate this Agreement. 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. 4.4 Confidential Information means all information reasonably related to a party's business including without limitation, all written, electronic, and oral information, including financial information, pricing sheets, customer and house-file lists, and intellectual property including without limitation, patents, trademarks, trade secrets, copyrights, designs, inventions, or drawings, in any form whatsoever. Confidential Information includes copies, notes, extracts, compilations, analyses, or other reproductions, in whole or in part, ("Copies") prepared by the disclosing party or its employees, consultants, contractors, agents, officers, directors, attorneys, or other third parties (collectively, a Party's "Representatives"), whether or not marked "Confidential." 4.5 Except as set forth in this Agreement, each party agrees not to use disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other, except and only to the extent agreed to in writing by the disclosing party. Each party agrees to take appropriate action to protect the Confidential Information, by instruction or agreement, with respect to its employees, contractors, officers, directors, affiliates, or other third parties (a party's "Representatives"). 4.6 Confidential Information does not include information which, through no wrongful act: (i) is already known to the receiving party; (ii) is or becomes publicly known or readily ascertainable by the public; (iii) is independently developed by or for the receiving party; (iv) is received by a party from a third party, if the receiving party does not know of any restrictions on the disclosure of that information; (v) a party discloses to a third party without similar restrictions on disclosure; or (vi) is required to be disclosed by operation of law or pursuant to an order of a governmental agency. 4.7 At all times, even upon the expiration or termination of this Agreement, neither party will disclose any of the other party's Confidential Information whatsoever, unless set forth under the terms of this Agreement, or unless expressly authorized in writing by the disclosing party, which authorization it may withhold in its sole discretion. The receiving party remains liable at all times for any unauthorized disclosures by its Representatives. Upon the termination or expiration of this Agreement, or at the disclosing party's request, the receiving party will promptly return all Confidential Information and any Copies. 4.8 Except as set forth in this Agreement, absolutely no license to use any of the Confidential Information is granted. Each party at all times, is the sole and exclusive owner of its Confidential Information. 4.9 Each party agrees that the disclosure of any information whatsoever, including Confidential Information, shall not constitute a warranty or representation by a party of its accuracy or completeness. 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 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, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney 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. Merchant and Partner agree to be bound by the terms and conditions set forth in the "Linkshare Master Services Agreement" entered into between Merchant and Linkshare, dated June 2004. 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. 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 Colorado. 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. 10.3. 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. 10.4. 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. 10.5. The parties agree that all of the provisions set forth herein are subject to the terms and conditions set forth in the "Linkshare Master Services Agreement" entered into between Merchant and Linkshare, dated June 2004. In the event that a conflict arises, the terms of the original Agreement between Merchant and Linkshare, dated June 2004, shall control. 10.6. This Agreement may be only be modified in writing by mutual agreement of the Parties. Any modifications made in accordance with this Provision shall govern if a conflict arises. 10.7. This is the entire Agreement of the Parties, including all integrated attachments, and supersedes all prior communication, whether written or oral. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the Effective Date. MERCHANT _________________________________ _________________________________ Signature _________________________________ __________________________________ Print name and title _________________________________ __________________________________ Date PARTNER _________________________________________________________________ Signature ___________________________________________________________________Print Name and title ___________________________________________________________________Date