TERMS AND CONDITIONS

In consideration of the promises set forth below, the parties agree as follows:

1. Offers and Engagements.

1.1. From time to time, Merchant may post on The LinkShare Network, offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link as defined below. An identification number will be issued by LinkShare in connection with an accepted offer. If an offer receives an identification number from The LinkShare Network, or should have, due to a error or malfunction in The LinkShare Network, each offer shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers arising from an Offer.

1.2. If an Offer made by one party is accepted by the other party, an "Engagement" will be formed. Each Engagement shall have the same identification number as the original Offer that led 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, as defined below, 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 advertisement submitted by Merchant in connection with an Offer or an Engagement. Partner agrees to immediately implement any request from Merchant to remove, alter or modify any graphic or banner advertisement submitted by Merchant which is used by Partner in connection with an Engagement.

2. Partner's Responsibilities.

2.1. Partner will link its site to area(s) within Merchant's site, as specified by Merchant, using special URLs set forth in the Engagement (the "Required URLs"). Partner may post an unlimited number of links to the Required URLs from Partner's site. The position, prominence and nature of links on the Partner's site shall comply with the requirements set forth in the Engagement. In addition, the links to the Required URLs shall not be modified, edited or obfuscated.

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 of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will use commercially efforts to respond promptly to all concerns upon notification by Partner.