MASTER AGREEMENT

This Master Agreement ("Agreement") is made between LampsPlus.com and [ insert name of Affiliate] ("Affiliate").

BACKGROUND

Affiliate and LampsPlus.com are each enrolled in the Rakuten Network(tm).

Affiliate and LampsPlus.com each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and LampsPlus.com which result from their participation in The Rakuten Network(tm).

LampsPlus.com reserves the right to refuse service and/or terminate relationships in their sole discretion, at any time.

TERMS AND CONDITIONS

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

1. Offers and Engagements.

1.1. Regarding Search Engine/Directory Marketing (Paid and/or Sponsored Search):

a.LampsPlus.com does not allow Affiliates to purchase, use or bid on the LampsPlus.com trademarks, brand names or any variations and derivatives thereof, of any kind, including, without limitation, misspellings, numbers, symbols and addendums, on search engines/directories, including, but not limited to Google, Yahoo and Bing

b.LampsPlus.com does not allow Affiliates to use LampsPlus.com trademarks, brand names, or any variations and derivatives thereof, in paid search copy or within the display URL.

c.Affiliates must add the term 'plus' as a negative keyword for all LampsPlus.com paid search campaigns.

d.LampsPlus.com does not allow Affiliates to redirect paid and/or sponsored search links directly from a search engine/directory to LampsPlus.com.

e.LampsPlus.com does not allow Affiliates to bid on LampsPlus.com Competitor trademarks to drive traffic to LampsPlus.com.

f.LampsPlus.com does not allow Affiliates to market or re-sell products sold on LampsPlus.com on sites such as Amazon.com, eBay.com or any other auction or bid online sites. Affiliates will not receive commissions on products sold through such sites.

1.2. Regarding Promotional Marketing Tactics (Adware, Contextual Advertising, Email, Pop-under banners, Pop-up banners):

a.LampsPlus.com does not allow Affiliates to employ the use of Adware, Pop-under banners, Pop-up banners, or any other manner of software to promote or market LampsPlus.com's goods or services.

b.LampsPlus.com does not allow Affiliates to employ 3rd party emails or stand alone emails of any type without prior written consent of LampsPlus.com.

c.LampsPlus.com does not allow Affiliates to force clicks by serving LampsPlus.com website pages as advertising pop-under banners or pop-ups banners.

1.3. Regarding Coupon Code Usage:

Currently Lamps Plus does not authorize Affiliate to post coupon codes on its site. At this time, Lamps Plus does not employ coupon code usage through its Affiliate Program. Affiliates who post unauthorized coupon codes may be terminated and removed from the Rakuten program.

2. Affiliate's Responsibilities.

2.1. Affiliate will link its site to areas within LampsPlus.com's site using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of LampsPlus.com's site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate.

2.2. Affiliate agrees not to make any representations, warranties or other statements concerning LampsPlus.com, LampsPlus.com's site, any of LampsPlus.com's products orservices, or LampsPlus.com's site policies, except as expressly authorized by the Engagement.

2.3. Affiliate is responsible for notifying LampsPlus.com and The LinkShare Network(tm) of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement. LampsPlus.com will respond promptly to all concerns upon notification by Affiliate.

3. Commissions.

3.1. LampsPlus.com agrees to pay Affiliate the commission specified in the Engagement if LampsPlus.com sells to a visitor to LampsPlus.com's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed LampsPlus.com's site and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Affiliate's site to LampsPlus.com's using one of the Required URLs or any other URL provided by LampsPlus.com for use in The LinkShare Network(tm) if it is the last link to the LampsPlus.com'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 LampsPlus.com's site via a link from the Affiliate's site and terminating when the Customer either returns to the LampsPlus.com's site via a link from a site other than Affiliate's site or the Engagement expires or is terminated.

3.3. LampsPlus.com shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between LampsPlus.com 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 LampsPlus.com and Affiliate. Prices for the products will be set solely by LampsPlus.com 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. LampsPlus.com grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The LinkShare Network(tm), on Affiliate's site solely for the purpose of creating links from Affiliate's site to LampsPlus.com's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. 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. Affiliate grants LampsPlus.com a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from LampsPlus.com's site to Affiliate's site. LampsPlus.com will remove such graphic or banner ad upon Affiliate'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 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, antidiscrimination 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 LampsPlus.com ABILITY 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. LampsPlus.com and Affiliate 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 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).

8.4. LampsPlus.com and Affiliate 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 which are external to the computer or device running the Product, such as Product enabled servers. LampsPlus.com and Affiliate acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or LampsPlus.com or Affiliate's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications.

8.5. LampsPlus.com and Affiliate agree that LinkShare is an intended third party beneficiary.

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 LampsPlus.com'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 LampsPlus.com's headquarters to the attention of LampsPlus.com'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.

BY APPLYING TO BE A PUBLISHER IN THE LAMPS PLUS PROGRAM AND CLICKING ON THE "APPLY NOW " BUTTON  YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THESE TERMS OF THIS AGREEMENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.