MASTER SERVICES AGREEMENT

This Master Services Agreement is entered by and between PriceRunner USA, a division of ValueClick, Inc. (“Company”) and Advertising Partner (“Partner”) for the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged. Company and Partner agree as follows:

1. Agreement
This MSA, the accompanying Merchant Agreement along with Company’s Customer Satisfaction Evaluation Program shall define the Company’s and Partner’s obligations with respect to each Display on the PriceRunner Network. Each Merchant Agreement submitted by Partner shall be governed by this MSA. The submission of an executed Merchant Agreement by Partner to Company is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time.

2. Partner Content
(a) Partner shall provide all creative and substantive materials (“Creative”) required for the Displays, including but not limited to: images and product descriptions and specifications. In the event the Partner fails to provide Creative or Links on a timely basis, Company may, in its sole discretion, use Spiders to retrieve content from Partner’s site. Under no circumstances shall company provide substantive content for any listing.

(b) Partner agrees to submit creative to company within 5 business days. If creative is not received in a timely manner, company reserves the right to reject or cancel the Program. Company shall notify Advertiser of the rejection or cancellation of any Program and shall have no liability to Advertiser for any such rejection or cancellation

(c) Partner agrees to confirm correct function of all Creative supplied to Company within twenty-four (24) hours of Display start. If no confirmation is received within this time frame, Company will assume that Creative is functioning properly and Partner agrees to pay for all impressions, clicks and/or leads derived from the Creative as measured by Company. All problems related to Creative should be immediately brought to the attention of Partner's Company account executive. Company is not liable for errors in Creative position and/or placement, or typographic errors of any kind.

(d) If Partner intends to provide Company with Creative via a link or connection to a third party source, then Partner agrees to provide Company with a sample of each listing to be displayed through such source. Partner agrees and understands that if Company is requested to retrieve Creative for and on behalf of Partner, that Company performs this service solely as a courtesy to Partner. Partner shall remain fully responsible for all Displays delivered for or on behalf of Partner in such instances, even in the event of any errors by Company, including but not limited to retrieving incorrect Creative.

(e) Partner agrees to allow Company to make changes or alterations to Creative for the purpose and intent of matching it to the PriceRunner Network. Partner hereby grants to Company a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Display(s) in connection with its obligations hereunder. Further, Company shall have no liability to Advertiser for failure to place any Creative on its or any third-party publisher’s network.

(f) Company agrees to create, develop, and host the Link which would allow users to directly access a page of the Partner Site determined by mutual agreement of the Parties. Company shall own all data relating to consumer traffic leading to and/or on the Link. The type, content, method of operation, placement and presentation of the Link shall be determined by Company. Company, however, shall not be liable, directly or indirectly, for any reason or cause whatsoever, for damages linked to presentation of the Partner’s trademarks, logos, images or other intellectual property on the PriceRunner Network and/or the insertion of the Link.

(g) Partner agrees to participate in Company’s Customer Satisfaction Evaluation Program to enable Company to measure customer satisfaction for any Users making purchases with Partner after being directed to Partner’s Web Site via the Link. All information relating to the any customer survey shall be Confidential Information as provided herein. Company shall own all data generated by the customer responses and may publish the results from Partner’s customers on its Web Site for so long as Company’s Web Site maintains a Link to products or services on Partner’s Web Site.

(h) Any advertising and marketing rights not specifically granted to Partner herein are specifically reserved by Company. Without limiting the generality of the foregoing, Company expressly reserves the right to: (i) refuse any listing, cancel any Display, (ii) change any Display that does not completely conform to every material detail, instruction, method, and guideline set forth in the Merchant Agreement; (iii) refuse or cancel the use of any Display that it deems, in its reasonable discretion, inappropriate for any reason or no reason; (iv) refuse at any time any copy, photograph or illustration of any kind for any reason including those that it believes, in its reasonable discretion, are an invasion of privacy, are degrading, libelous, unlawful, profane, obscene, pornographic, tend to ridicule or embarrass, are in bad taste, or which in its reasonable discretion are an infringement on a trademark, trade name, or copyright belonging to others; or (v) refuse or cancel any Display which redirects traffic to a web site other than the site specifically identified in the Merchant Agreement; (vi) revise the display listing framework or display layout for retailer listings at anytime without notice . Any Display rejected by Company may be replaced by Partner; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Display that it is to replace. Company shall notify Partner of the rejection or cancellation of any Display and shall have no liability to Partner for any such rejection or cancellation.

3. Warranties
(a) Partner represents and warrants that (i) it holds all necessary rights to permit the use of all Creative provided to Company under this MSA; (ii) that the use, reproduction, distribution, transmission or display of Creative and any materials to which users can link, or any products or services made available to users through the Creative will not (1) violate any law, give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party (collectively “Unlawful Conduct”); (2) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking, warez or spyware content or conduct (collectively “Offensive Conduct”); or (3) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct; (iii) it has a reasonable basis for all claims made within the Creative, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Displays; (iv) the landing page for each Display (i.e., the Partner’s web site page where a consumer is directed when the consumer clicks on Creative, fills in a registration form or takes a similar action) contains a prominent link to Partner’s privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Partner’s use, collection, disclosure and security of their personal information; (v) all consumer data collected pursuant to this MSA shall only be used for legal purposes; and (vi) no Display is targeted to children under the age of thirteen (13) and/or offers products or services that are illegal for minors to buy, possess or participate in. and (vii) prior to loading any computer program onto an individual’s computer, including without limitation programs commonly referred to as adware or spyware but excluding cookies (provided that cookies are disclosed in Partner’s privacy policy), Partner shall provide notice to and shall obtain the express consent of such individual.

(b) Company may suspend or interrupt the direct connection between the PriceRunner Network and the Partner Site (after notice to the Partner) in the event Partner breaches any of these warranties.

(c) Partner agrees to indemnify and hold Company, its affiliates, employees, officers, agents, directors and representatives harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) which, if true, would constitute or relate to any breach of warranty or breach of this Agreement.. The indemnity obligations of this paragraph are contingent on Company giving prompt written notice of any such claim. Company will have sole control over the litigation or settlement of such claim.

(d) Each party represents and warrants that it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this MSA and that its performance hereunder will fully comply with all applicable laws, rules and regulations. Any agency executing this MSA on behalf of its Partners represents and warrants that it has the authority to bind Partners to the terms stated herein and remains jointly and severally liable for all obligations under this MSA.

4. Tracking
Unless otherwise agreed, Company will host the Display; and provide the tracking solution. In the event that Partner hosts the Display, Company shall have the right to place tracking code on Partner’s web site as may be required to track and provide estimated live statistics for Company’s affiliates. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Company before any advertising or ad-serving will be provided by Company. If Partner removes or manipulates the tracking code at any time during the Display without express written permission from Company, Company may suspend performance and, if applicable, Partner agrees to pay Company for the days during which tracking code was absent or manipulated based on the average daily conversion measurements, using daily click counts and/or conversions for the seven (7) days prior to the tracking code being removed or manipulated plus fifteen percent (15%).

5. Payment
(a) All payments will be made in advance unless agreed upon otherwise or credit is approved and Company is under no obligation to perform agreed upon services until payment is received. Upon approved credit, terms are Net 30 from date of invoice. All payments must be in U.S. funds. Where payment is made or secured by a credit card, Partner expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Partner is more than seven (7) days past due on its account, Company may charge the total amount then due and owing to Partner’s credit card account

(b) Where payment is secured using a personal credit card or other instrument, the Guarantor represents and warrants as follows:

I understand that payment on this Display with PriceRunner USA is being secured with my personal credit card or such other instrument as specified in the Merchant Agreement. I hereby assume joint and several liability and personal responsibility for all payments on any Merchant Agreements executed between Partner and PriceRunner and/or any other company owned by ValueClick, Inc. I understand that this guaranty is subject to the terms of this MSA and that for purposes hereof any references to Partner relating to payment, liability, dispute resolutions, and interpretation of this MSA or its rights hereunder shall be deemed to include Guarantor.

(c) In the event of a dispute between Partner and Company regarding amounts due, Partner agrees that Company’s tracking count shall be applied. Partner understands and agrees that in no event, and under no circumstance, will data provided by any Company representative constitute final billing numbers. Only invoices sent by postal or electronic mail directly to Partner are to be construed as representative of billable amounts. In the event that Company does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. Partner specifically agrees that this provision is reasonable and that Company will rely upon this provision in making payments to participants in its Company network. Invoices for credit card transactions are provided only upon request.

(d) Any late payments will accrue interest equal to one percent (1%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. Partner will be charged $50 for payments by checks that are returned due to insufficient funds. Company shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from Partner.

6. Limitations of Warranties and Liability
(a) THE SERVICES PROVIDED BY THE COMPANY, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. COMPANY DOES NOT WARRANT OR GUARANTY RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. COMPANY DOES NOT WARRANT OR GUARANTY THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. COMPANY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. COMPANY WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.

(b) COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. COMPANY’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT FOR THE ADVERTISING DISPLAY IN QUESTION.

7. Termination
The MSA will automatically renew for periods of the same duration as stated on the Merchant Agreement, unless the termination date is agreed upon in the Merchant Agreement or terminated by either of the Parties upon thirty (30) days advanced written notice. Termination of this MSA shall not relieve Partner from its obligation to pay the greater of (i) any fees that have accrued prior to the date of termination; (ii) any Minimum Contract Price specified in the Merchant Agreement(s) less any amount previously billed to and paid by Partner; or (iii) its obligations under any Merchant Agreements for which performance has commenced which have not been terminated pursuant to the terms thereof. Such amount shall be payable within fifteen (15) days of contract termination. Where applicable, the Parties agree that the stated Minimum Contract Price is fair and reasonable compensation for Company’s costs associated with implementing Partner’s Display. Company reserves the right to suspend performance in the event that it feels, in good faith, insecure about Partner’s ability or intention to perform under this MSA. The forgoing notwithstanding, Company reserves the right to terminate this MSA immediately in the event that Partner violates the terms set forth in Sections 2, 3, 5 or 8.

8. Confidentiality
(a) Each party agrees that, for a period of one (1) year from the receipt of any Confidential Information from the other party (“Disclosing Party”) hereunder, such party (“Receiving Party”) shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of information received which is marked or identified (orally or in writing) as confidential, or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”). The fact that Confidential Information does not carry a proprietary legend, or is transmitted orally, shall not act as a waiver to deprive such information from protection under this MSA. The obligations of each Receiving Party hereunder shall survive until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and generally available through no action or inaction of the Receiving Party. These restrictions shall not apply to information that each party can document is (a) already in possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the other party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement (where permitted). Each party will be responsible for a breach of this MSA by any of its Representatives. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and prevent its future unauthorized use.

(b) Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this MSA and may only provide such Confidential Information to its respective directors, employees and advisors who have a “need to know” such Confidential Information and who have provided written assurance sufficient to ensure such directors’, employees’ and advisors’ compliance with, or are otherwise obligated to honor, the terms of this MSA.

(c) The parties agree and understand that a material breach of this Section 8 will cause the non-breaching party to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, the non-breaching party will, in addition to all other remedies, be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond and/or shall be entitled to a decree of specific performance of the terms of this MSA against the party who has breached or threatened to breach the agreement. The foregoing remedy is a material, bargained for basis of this MSA and has been taken into account in each party’s decision to enter into this MSA.

9. Intellectual Property
Subject to the limited licenses granted herein, each party shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this MSA, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party.

10. Force Majeure
Neither party shall be liable for, or considered in breach of or default under this MSA on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of the Company Network to display or place a Display); provided that the non-performing party gives reasonably prompt notice under the circumstances of such condition(s) to the other party.

11. Dispute Resolution
This MSA shall be governed by the laws of the State of California without respect to choice of law rules. The Parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Los Angeles County, California for such purpose, waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this MSA. Any claim under this MSA, other than for indemnity and defense as provided herein, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.

12. Notice
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice):

If to Company, to the attention of both the CEO and General Counsel, each at the address of: 30699 Russell Ranch Road, Suite 250, Westlake Village, CA 91362.

If to Partner, to the executive and address set forth on the Merchant Agreement.

13. Assignment
Partner may not assign this MSA without the express prior written consent of Company. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that acquires substantially all of the party's stock, assets or business.

14. Independent Contractors
Each party is an independent contractor. Any intention to create a joint venture or partnership between the Parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.

15. Marketing Materials
Partner agrees that Company may identify it as a Company Partner in client lists and other marketing materials. Any other uses of Partner’s name and/or logo shall require Partner’s prior written consent.

16. Entire Agreement, Modification
(a) This MSA and exhibits or addenda thereto constitutes a valid and binding agreement between the Parties, and has been duly executed by an authorized representative of each party. This MSA and any exhibits or addenda thereto is intended to be the Parties’ complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized representatives of the Parties. The terms and conditions hereof shall prevail exclusively over any written instrument or Merchant Agreement submitted by Partner even if signed by Company unless this MSA is expressly amended by an addendum that references this MSA and the specific provisions to be modified and Company hereby disclaims any terms therein. No interlineations to this MSA shall be binding unless initialed by both Parties.

(b) Company reserves the right to change, modify, add, or remove portions of this MSA (and corresponding agreements or exhibits as stated in Section 1) at any time, provided that Company first notifies Partner within five (5) business days via posting on its Web Site or e-mail to Partner. Company also reserves the right to add to, change, modify, suspend, or discontinue any aspect of the service at any time, provided that Company first notifies Partner within five (5) business days as set forth herein. In either case, such changes or modifications will be effective unless Partner responds within five (5) business days of the notice. Publisher's rejection of such changes or modifications may be grounds for termination of this Agreement by Company.

17. Survival & Severability
Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this MSA shall survive and remain in effect after such happening, including without limitation, Sections 2(e), 5, 6, 8, 9 and 11. Each party acknowledges that the provisions of this MSA were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. Further that, all provisions are inserted conditionally on their being valid in law. In the event that any provision of this MSA conflicts with the law under which the MSA is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the MSA, (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the MSA will remain in full force and effect.

18. Remedies, Waiver
Except as otherwise specified, the rights and remedies granted to a party under this MSA are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

19. Definitions
“Display” – means the display of enhanced listings or other promotions on Partner’s behalf.

“Click” - means any click on Content with an outbound link which directs a user to the Partner’s Site (or such other site as may be designated by Partner).

“Confidential Information,” “Disclosing Party” and “Receiving Party” – shall have the meaning set forth in Section 8.

“Content”- means all information, data, and creations available at the Site.

“Guarantor” – means any party securing payment through his/her personal credit card or other instrument.

“Intellectual Property” – shall have the meaning set forth in Section 9.

“Link” means one or more hypertext link(s) associated with Partner Creative leading from a page of the PriceRunner Network to a page of the Partner Site.

“Merchants” - means any electronic commerce sites with which PriceRunner has a commercial relationship.

“MSA” – means this Master Services Agreement.

"PriceRunner Network”- means the internet electronic commerce site of PriceRunner presently located at the address www.pricerunner.com, its co-branded sites and content licensees and any content promoting the same.

“Representatives” – means with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees.

“Spider” –a computer program that retrieves targeted Web Site pages.

20. Counterparts.
The Merchant Agreement, which incorporates this MSA, may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of the Merchant Agreement shall be deemed to be an original.