MASTER AGREEMENT

This Master Agreement ("Agreement") is made between RiffTrax.com ("Merchant") and the applicant party ("Partner").

BACKGROUND

Partner and Merchant are each enrolled in The LinkShare Network™.

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™.

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™ 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™ 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™, 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 in 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 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 respond promptly to all concerns upon notification by Partner.

2.4. Partner shall not engage in any of the following practices:

Paying third parties for placement in search engines and/or shopping portals on the basis of Partner's use of the RiffTrax name (the “Name”), or any variation thereof (including but not limited to abbreviations, misspellings, or any other variation which has the effect of implying the Name and any other trademarks owned or licensed by Merchant) without Merchant's express prior written consent, which Merchant may grant or withhold in its sole discretion.

Using or otherwise incorporating the word "RiffTrax" or variations or misspellings thereof in the domain name(s) of your site(s), on any metatags of Web pages comprising your site(s), in hidden text or source code, or in searchable keywords.

Engineering the Partner site in such a manner that pulls Internet traffic away from RiffTrax.com.

Distributing RiffTrax’s merchandiser datafeed to a third-party shopping site (e.g., Yahoo!, MSN, eBay, Froogle, AOL) regardless of whether or not we are already advertising our products on that site.

Making any representations, either express or implied, or creating an appearance that a visitor to your site is visiting our site, e.g., "framing" the RiffTrax.com site, without our prior written approval.

Without limiting any other remedies, which may be available to Merchant for violation of any of the foregoing prohibitions of this Section 2.4, and in addition to any such remedies, Merchant shall have the right to immediately remove any affiliate from its program who violates any of the foregoing prohibitions.

Partner acknowledges and agrees that engaging in any such prohibited activity shall be a material breach of this Agreement and that Partner shall not be entitled to any unpaid amounts otherwise payable to Partner under this Agreement.

2.5. Covenant Not To Compete:

Affiliate is hereby prohibited and agrees to refrain from the following activities:

(A) purchasing or bidding on any word, phrase, URL, trademark, or variation thereof which is derived from Merchant's trademarks and service marks, including but not limited to those listed in the list of excluded terms below (the "Prohibited Keyword List");

(B) purchasing or bidding on any word, phrase, URL, trademark, or variation thereof which causes click-throughs to land directly on any Merchant owned or operated URL;

(C) bidding or, in any manner, appearing higher than Merchant for any search term in position 1-5 in any auction style pay-per-click advertising program;

(D) incorporating, in any manner, on Affiliate's Site(s) within the Title, Description or Keyword meta tags, any word, phrase, URL, trademark, or variation thereof which is derived from Merchant's trademarks and service marks, including but not limited to those listed in the list of excluded terms below; and

Prohibited Keyword List rifftrax

Riff trax

Riff tracks

Rifftrax.com

Rifftracks

rifftrax player

cuts

cuts.com

rifftrack

iriff

riff track

iriffs

rifftraxx

rifftraxs

rifftrax live

rifftrax online

riftrax

rifftrax dvd player

riffrax

rifftrax catalog

riff traxx

riff

rifftrx

rifftra

rif trax

riff traxs

rif tracks

disembaudio

2.6.1. E-Mail Restrictions: Affiliate may not transmit any email, instant message or similar communication containing any material relating to Merchant, including without limitation, Merchant's name, any Qualifying Link or Merchant trademark, product, image or logo, without Merchant's prior written consent. In the event Merchant grants such consent, Affiliate agrees to: (i) submit all materials that are proposed to be sent in connection with any such campaign to Merchant for Merchant's prior approval and (ii) comply with industry best practices and all laws applicable to such communication, including the CAN-SPAM Act of 2003.

2.6.2. E-Mail Solicitation: Affiliate may under certain limited circumstances send emails using Content provided by Merchant if the following conditions are met:

(A) The “From” line of each email must contain Affiliate's name. Merchant's name must not be included or referenced in any way in the “From” line. The email must be designed so as to be clear that it is being sent from Affiliate and not Merchant. Among other things, the Merchant Content must be only one element of the email and the primary purpose of the email may not be the marketing of Merchant services. Only Content provided by Merchant may be used in the emails.

(B) Affiliate will create a process by which email recipients may opt-out of receiving future email from Affiliate. Affiliate must have the necessary processes in place to immediately remove such email address from its email list. Among other things, Affiliate must maintain a do not email list and every opt-out request must be placed on this list.

(C) If Affiliate intends to generate email through a third party supplier, Affiliate must disclose the identity of that supplier to Merchant. Affiliate is responsible for all emails generated on Affiliates behalf by a third party and such emails must comply with all requirements set forth in this Agreement.

(D) Affiliate must submit for Merchant approval a marketing plan describing how many times and how often an email will be generated to any one email address. Affiliate is not permitted to send an email to any one email address more than once in any 14-day period. The entire content of each email that will be generated under an email campaign must be submitted to Merchant in advance for review and written approval.

(E) Affiliate must comply in all respects with the CAN-SPAM Act of 2003. Among other things, Affiliate must have all lists scrubbed against its do not email list before any email campaign begins and at least every 10 days during each campaign. (F) Merchant may request that Affiliate immediately stop any email campaign containing Merchant Content or Merchant Marks, for any reason, in its sole discretion.

2.7. Content Restrictions: Affiliate may only use the Content provided by Merchant for purposes of creating a Qualifying Link. Content shall not be modified without Merchants prior written consent. Merchant will provide Affiliate with information needed to enable Affiliate to link to the Merchant Site and Affiliate agrees to cooperate fully with Merchant to maintain such links. Affiliate agrees not to make any representations, warranties or other statements concerning Merchant, the Merchant Site, any of Merchant's products or services, or Merchant Site policies, except as expressly authorized by the Engagement.

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 using one of the Required URLs or any other URL provided by Merchant for use in The LinkShare Network™ 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.

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 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™ and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant 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. Merchant grants Partner 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™, on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during Engagements. 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. Partner 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. Partner grants Merchant a non-exclusive, worldwide, 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 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™. 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™. 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, anti-discrimination 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 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.

8. LinkShare Required Provisions.

8.1. Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network™ 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 twelve (12) 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™.

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™ 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™ 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.

10.6. This Agreement is governed by the laws of the State of California.