FORM OF MASTER AGREEMENT

The following form of master agreement (the "Form") can be used by any site owner selling products and services ("Merchant") and any site owner that wishes to promote and link to the Merchant's site ("Partner"), to confirm the terms and conditions that will apply to advertising and commission engagements they enter into via The LinkShare Network(tm). The Form also includes certain terms in favor of The LinkShare Network(tm) and LinkShare Corporation which Merchant and Partner are required to use as registered members of The LinkShare Network(tm) (see "LinkShare Required Provisions" in the Form).

LinkShare Corporation provides the Form solely for the convenience of participants in the LinkShare Network(tm) and makes no representation or warranty of any kind in relation to the Form, including, but not limited to, any representation that the Form is fair or complete, or that LinkShare Corporation will update it. Participants in The LinkShare Network(tm) use the Form entirely at their own risk.

The Form is a copyright work belonging to LinkShare Corporation ((c) LinkShare Corporation 1997). You are permitted to access, copy, download and modify the Form solely for purposes of use as the basis of an agreement between participants in The LinkShare Network(tm). The Form may not be used for any other purpose, including, but not limited to, use as the basis of an agreement between Merchant and Partner for transactions that are not conducted through The LinkShare Network(tm).

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MASTER AGREEMENT

This Master Agreement ("Agreement") is made between Overstock.com, Inc. ("Merchant") and the undersigned entity ("Partner").

BACKGROUND

Partner and Merchant are each enrolled in the 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 at 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, services, content, or Merchant's site policies, except as expressly authorized by the Engagement, as determined in Merchant?s sole discretion.

2.3. Merchant is committed to the mission of eliminating spam email on the Internet. To that end, Merchant rigorously maintains only opt-in email addresses and always permits any email recipient to conveniently opt-out of emails. Merchant is adamant that its partners and affiliates should be similarly diligent. To that end, partner agrees not to send any email or other form of electronic message or advertisement containing Merchant's name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Partner or Partner has a pre-existing business relationship with the recipient. In addition, Partner agrees to provide a recipient of such communication with the ability to ?opt out? of further communications from Partner either by calling a toll free number or by sending an ?unsubscribe? email to Partner. Partner agrees that Merchant may, upon reasonable written notice, audit (a) the lists and source(s) of the lists to which Partner sends any email or other form of electronic message or advertisement containing Merchant's name, product, web site address, metatag or any other type of identifier, and (b) any email or other form of electronic message or advertisement containing Merchant's name, product, web site address, metatag or any other type of identifier.

2.4 Partner is responsible for notifying Merchant and The LinkShare Network(tm) in writing 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.

2.5 Partner agrees to abide by all applicable federal, state and local laws, including, without limitation, laws which prohibit a person or company from (a) installing spyware on another person's computer, (b) causing spyware to be installed on another person's computer, or (c) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website.

2.6 Partner agrees not to bid on any keyword in Pay per Click Search Engines (PPCSEs) that is a Merchant trademark, (or a derivation of a trademark, or any other word or term that is likely to cause confusion regarding its affiliation with Merchant). Some examples of these keywords include, but are not limited to:

?Overstock.com?, ?overstock?, ?overstocked.com?, ?overstocks.com?, ?over stock.com?, ?overstock.com?, ?overstockcom?, ?over stock.com?, ?overstock com?, ?Auctions.Overstock.com?, ?Overstock.com Auctions?, ?Overstock Auctions?, ?Auctions Overstock com?, ?auctions.overstock.com?

Merchant may, at its sole discretion, modify this list from time to time to include any other word or phrase.

Partner may bid on keyword strings. Some examples of these include:

?Overstock coupons?, ?Overstock Down Comforters?, ?Overstock.com Sporting Goods?, ?Overstock Auction Collectibles?, ?Overstock.com Auction Bedding?, Auctions.Overstock.com Apparel?

Failure to comply with this Section may result in suspension or termination from Merchant 's affiliate program. If placed on suspension, Partner will be prohibited from participating in the Merchant 's Affiliate Program for a minimum of 14 days and will be ineligible to receive any commissions on the Merchant sales generate d during the suspension period. After the initial suspension period, and if in complete compliance with this Agreement and the Engagement, Partner will have the opportunity to opt back in to the Merchant 's Affiliate Program once in complete compliance with this Section. A second violation of this Section may result in permanent termination from the Merchant 's affiliate program. Merchant?s failure to terminate or otherwise discipline an Affiliate for violations shall not operate as an implicit acceptance of the Affiliate?s action or as a waiver of Merchant?s right to thereafter seek recourse for past or future violations.

2.7 Partner agrees not to employ the use of any type of software download or technology (?Prohibited Software?) which attempt s to intercept or re-direct traffic or referral fees to or from, any other website without the written consent of Merchant.

2.8 Partner will not frame its site so that it is confusingly similar to Merchant?s site, as determined by Merchant in its sole discretion.

Partner will not redirect traffic to Merchant?s site where its URL remains in the address when a customer attempts to bookmark, what appears to be, Merchant?s site, as determined by Merchant in its sole discretion.

For Merchant?s products listed for sale on Partner?s site, Partner will direct customers only to Merchant?s site for the purchase or will purchase the products only from Merchant?s site.

Partner will use the product images and descriptions only as provided by Merchant and only in the manner consistent with this agreement for the promotion and sale of Merchant?s products.

Failure to comply with this Section may result in suspension or termination from Merchant's affiliate program. If placed on suspension, Partner will be prohibited from participating in the Merchant's Affiliate Program for a minimum of 14 days and will be ineligible to receive any commissions on the Merchant sales generated during the suspension period. After the initial suspension period, and if in complete compliance with this Agreement and Engagement, Partner will have the opportunity to opt back in to the Merchant's Affiliate Program once in complete compliance with this section. A second violation of this Section may result in permanent termination from the Merchant's affiliate program. Merchant?s failure to terminate or otherwise discipline an Affiliate for violations shall not operate as an implicit acceptance of the Affiliate?s action or as a waiver of Merchant?s right to thereafter seek recourse for past or future violations.

In accordance with section 4.2, Partner agrees to not use Merchant?s content on any web site other than its registered Linkshare web site without the express written permission of Merchant.

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 site 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, whichever is sooner.

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 exclusively 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), subject to the Engagement, as determined by Merchant, in its sole discretion, and will be final and binding on both Merchant and Partner. Merchant, in its discretion, shall set prices for its products or services.

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. Subject to Partner abiding by the provisions of this Agreement, including, without limitation, Sections 2.2, 2.3, 6.1 and 7.1, Merchant grants Partner a revocable, non-exclusive, limited, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, and other content (collectively, ?IP?), 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 and as contemplated by this Agreement. 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 IP. Partner may not sublicense, assign or transfer any such licenses for the use of rights in and to the same IP, and any attempt at such sublicense, assignment or transfer is void. Partner will not use or neglig ently or intentionally allow any third party to use the Content for any purpose other than to drive sales to the Merchant?s site.

4.3. Partner grants Merchant a non-exclusive, worldwide, limited, 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 immediately upon Partner's request.

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 that 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; (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, including, without limitation, any anti-spam or other email or electronic commerce related law;(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, cancel bots or other similar harmful or deleterious programming routines; (c) it shall not send any email or other form of electronic message or advertisement containing the other's name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from the sender or sender has a pre-existing business relationship with the recipient; and (d) it shall provide any recipient of such communication with the ability to ?opt out? of further communications from the sender either by calling a toll free number or by sending an ?unsubscribe? email to the sender.

6.2. EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, 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, including, without limitation, those contained in Sections 2.2, 2.3, 2.5, 4.2 and 6.1 of this Agreement.

8. LinkShare Required Provisions.

8.1. Merchant and Partner 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 any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof in any dispute relating thereto.

8.2. 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.

8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to LinkShare and that the parties shall not, for the duration of this Agreement and for twenty-four (24) 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), unless The LinkShare Network ceases to perform the service as contemplated herein.

8.4. Merchant and Partner acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources that are external to the computer or device running the Product, such as Product enabled servers. Merchant and Partner acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as to the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or Merchant or Partner's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications.

9. Limitation of Liability.

9.1. In no event shall either party be liable to the other party for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Notwithstanding the foregoing, Partner shall be liable to Merchant for any and all damages, losses or expenses (including attorneys' fees and other costs of defense) incurred in connection with all suits, claims, demands, or liabilities whatsoever, in law and equity, arising out of or resulting in any way from any actual or alleged violation by Partner of Sections 2.2, 2.3, 4.2, and 6.1, or pursuant to 7.1 of this Agreement.

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, other than as provided for in another written agreement with LinkShare wherein it agrees to indemnify one or both of the Parties.

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 Merchant's headquarters. 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.

10.4. 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.

In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below.