THE SHARPER IMAGE MASTER AFFILIATE AGREEMENT This Affiliates Program Agreement (“Agreement”) contains the complete terms and conditions that apply to an individual's or entity's participation in The Sharper Image Affiliate Program ("Program") as managed by and through The LinkShare Network. As used in this agreement "we" or “our” means The Sharper Image Corporation, "you" or “your” means the participating Web affiliate. “Site” means a World Wide Web site. THIS AGREEMENT IS DATED AS OF DECEMBER 1, 2003 AND SUPERCEDES ANY PRIOR AFFILIATE AGREEMENT BETWEEN YOU AND US. TERMS AND CONDITIONS In consideration of the promises set forth below, we agree as follows: 1. Participation in the Program: If you are a member of The Linkshare Network, you only need to read and agree to this Agreement. If you are not a member of The LinkShare Network, you must first complete a registration form at The LinkShare Website located at www.linkshare.com or at The Sharper Image’s Web Site, located at www.sharperimage.com. You will be notified via email when you have been accepted into the Program. Once you are accepted, you will be able to participate in the Program subject to the terms and conditions of the Agreement. If you are accepted into the Program and your Site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 2. Links You will link your Site to areas within The Sharper Image’s Site, located at www.sharperimage.com, using special URLs (“Links”) provided to you by The Sharper Image via The LinkShare Network. Only links that have been expressly provided to you by The Sharper Image and generated by The LinkShare Network will be used for the purpose of determining commissions that you may be eligible to receive for participating in the Program. 3. Affiliate Responsibilities. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify and hold us harmless for all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operations, maintenance and contents of your Site and your outbound emails. You are responsible for notifying The Sharper Image and The LinkShare Network of any malfunctioning of the Links or any other problems with regard to your participation in the Program. 4. Affiliate Prohibitions a) You will not include The Sharper Image name, product names, logos, trademarks, service marks, trade dress or copyrights (“Property”) on any Web Site that promotes illegal activities, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. b) You will not purchase or operate any domain name that includes a registered trademark owned by The Sharper Image, or any deliberate variation or misspelling thereof. c) You will not purchase advertising for keywords containing The Sharper Image brand name within any search engine. This includes “The Sharper Image,” “Sharper Image,” “sharperimage.com,” or any variation or misspelling of these terms. The Sharper Image reserves the right to include additional keywords on the exclusion list either by notice through an amendment to this agreement or by email. d) You will not display Sharper Image Property in a pop-up or pop- under window on any Website other than your own. This includes the purchase of pop-up or pop-under advertising through a third-party publisher. e) You will not use any email, at any time, to advertise or promote the Sharper Image name, or any product or service related to or offered by The Sharper Image without prior written consent from The Sharper Image for each individual campaign. f) You will not use our Property in any press release or print advertisement without obtaining our prior written consent. g) You will not pass on the commission earned by being an affiliate of The Sharper Image as a discount or rebate to your customers or members without obtaining our prior written consent. h) You will not use your Links to purchase Sharper Image products for resale or commercial use. i) You will not include our Property within invisible source code. j) You will not wrap or frame our Site in any manner without our prior written consent. 5. Commissions. The Sharper Image agrees to pay you a percentage of Net Revenue as specified in the LinkShare Network when a visitor (a "Customer") to The Sharper Image’s main US Website, located at www.sharperimage.com, has accessed our Site and purchased products online via a Link from your Site. As used herein, Net Revenue shall mean gross sales revenue collected from purchases on The Sharper Image Site in accordance with the terms of the Program, less all taxes, shipping and handling charges, cancellations, returns, fraudulent transactions, charge backs and other similar charges. Purchases of Gift Cards, Gift Certificates and Merchandise Virtual Certificates are not eligible to earn commission. You are not entitled to any commissions based upon emails generated in violation of Section 4(d). Sales made at The Sharper Image Auction Site or any Sharper Image International Sites will not be tracked for the purpose of determining commissions. The Sharper Image reserves the right to exclude other products from being eligible to earn commission. These excluded products shall be listed as non-commissionable within the Linkshare interface. The Sharper Image may withhold commission on any sales that are made using offers or discounts that have not been expressly provided to you by The Sharper Image either directly or via The LinkShare Network. The Sharper Image shall have the sole right and responsibility for processing and accepting all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between The Sharper Image and the Customer. All determinations of payable commission will be made by The LinkShare Network(tm) and will be final and binding on both The Sharper Image and you. Prices for the products will be set solely by The Sharper Image in its discretion. 6. Ownership and Licenses. 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. The Sharper Image grants you a revocable, non-exclusive, worldwide license to use, reproduce and transmit the Sharper Image name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in this Agreement or during the registration process in The LinkShare Network(tm), solely for the purpose of creating links from your Site to The Sharper Image Site. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You 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. 7. Termination. Either party may terminate this Agreement at any time, for any reason, by providing written notice to the other party. In addition, The Sharper Image shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement. 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. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your Site, all Links to our Site, and all The Sharper Image Property provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commissions on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related sales are not canceled or returned by a Customer. In addition, we may invoice you for commissions that were paid to you prior to termination if those commissions relate to sales that are subsequently canceled or returned by a Customer. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 8. Representations. You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material which is provided to us or displayed on your Site will not 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) violate any laws regarding unfair competition, anti-discrimination or false advertising; (v) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. 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. THE SHARPER IMAGE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 9. Cross-Indemnification. 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) and penalties and fines brought by a third party, arising out of a breach, or alleged breach, of any of its representations, prohibitions, or obligations herein. 10. LinkShare Required Provisions. The Sharper Image and you jointly and severally hereby agree 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 this Agreement or the subject matter hereof any dispute relating thereto. 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. The parties acknowledge and agree that this Agreement is only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for three (3) 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 LinkShare Network(tm). 11. Limitation of Liability. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages of the other party, even if informed of the possibility of such damages. Furthermore, The Sharper Image's aggregate liability arising from this Agreement and the Program shall not exceed the total commissions paid or payable to you under this Agreement. 12. General. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their Sites nor otherwise, that reasonably would contradict anything in this paragraph. The parties agree that The LinkShare Network(tm) and LinkShare Corporation are intended third party beneficiaries under this Agreement. You acknowledge that you have read this Agreement and agree to all terms and conditions of the Agreement. You understand that we may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with your Site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. Any disputes arising under this Agreement which cannot be resolved by the parties through negotiation within thirty (30) days shall be settled by final and binding arbitration in the City of San Francisco, State of California, with the JAMS/Endispute judicial Arbitration service. The parties shall be permitted full discovery rights under California Civil Procedure Code Section 1283.5. In addition, the arbitrator shall give each of the parties a fair opportunity to prepare and present its position with respect to each dispute that is subject of the arbitration. Each party shall be entitled to call witnesses to testify at the arbitration hearing, examine and cross-examine witness the other party call to testify at the arbitration hearing, introduce documents and other materials, and submit written statements of position and arguments. Unresolved claims involving a failure to pay amounts when due under this Agreement may be submitted to arbitration after ten days of the date due. The arbitration shall proceed in accordance with the commercial arbitration rules then in effect of JAMS/Endispute. The written decision of the arbitrator shall be final and binding upon the parties and in such form that judgment may be entered in and enforced by any court having jurisdiction over the parties. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department. 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. 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.