Shop Premium Outlets is the online insider style destination connecting shoppers to coveted designer sales as well as exclusive experiences. Shop Premium Outlets opens a window every day to the exceptional, delivering the most desirable in fashion, accessories and home for women, men, and kids; as well as sought after local experiences in select cities and destinations.

Our success doesn’t stop at strong relationships with brand partners and Customers. The Shop Premium Outlets Affiliate Program centers on a competitive commission structure that combines a new member sign-up bounty and revenue share. Our company-wide emphasis on communication and personalization is critical to the Affiliate Program, optimizing mutual success and inspiring a life of style.

MASTER AGREEMENT

This Master Agreement (“Agreement”) is made between Shop Premium Outlets Groupe, LP (“Merchant” or “Shop Premium Outlets”) and You (also referred to as “Publisher”).

BACKGROUND

Publisher and Merchant are each enrolled in the Pepperjam Network.

Publisher and Merchant each desire to establish the general terms and conditions which shall govern advertising and payment arrangements between Publisher and Merchant which result from their participation in the Pepperjam Network. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR PARTICIPATING IN THE SHOP PREMIUM OUTLETS AFFILIATE PROGRAM (THE “AFFILIATE PROGRAM”) THROUGH the Pepperjam Network, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE “ACCEPT” BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.

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 Pepperjam offers to pay to other participants a specified payment in return for certain advertising services leading to a Qualifying Link (as defined in Section 3 below). If such offers receive an identification number from Pepperjam they shall be deemed to be an “Offer” for purposes of this Agreement.

1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms via Pepperjam, an “Engagement” will have been 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, 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, button, text link, ad copy, creative or other content or banner ad submitted by Merchant or provided by Merchant directly to Publisher (the “Merchant Content”) for an Offer or an Engagement or otherwise. Publisher agrees to promptly implement any request from Merchant to remove, alter or modify any Merchant Content that is being used by Publisher as part of an Engagement.

1.4 To be eligible to be a Shop Premium Outlets Affiliate, Publisher must operate a web site that has been approved by Merchant, and Publisher and Publisher’s web site must ply with the terms of this Agreement. Merchant reserves the right at any time to remove, suspend or terminate Publisher from the Shop Premium Outlets Affiliate Program if it determines that Publisher’s web site is not approved by Merchant, as determined in Merchant’s sole discretion.

2. Publisher’s Responsibilities.

2.1. Publisher will link its site to areas within Merchant’s site using special URLs specified in the Engagement, as such URLs may be updated from time to time (the “Required URLs”). Publisher may post as many links to the Required URLs as it likes on Publisher’s site. The position, prominence and nature of links on the Publisher’s site shall ply with any requirements specified in the Agreement or the Engagement, but otherwise will be in the discretion of Publisher. Publisher shall not bypass, modify, circumvent, impair, disable or otherwise interfere with the Qualifying Links. Publisher will be responsible for posting the most current Merchant Content and Required URLs as such materials are updated from time to time by Merchant. Publisher will not alter, modify or otherwise change any Merchant Content without the express prior written approval of Merchant, which consent shall be in Merchant’s sole and absolute discretion. Publisher will use the Merchant Content only as provided by Merchant and only in the manner consistent with this Agreement.

2.2. Publisher agrees not to make any representations, warranties or other statements concerning Merchant, Merchant’s site, any of Merchant’s products or services, Merchant’s Content, Merchant’s site policies or third party brands/brand names sold or presented on Merchant’s site either currently or in the past (each a “Brand”), except as expressly authorized in the Engagement or by Merchant in writing, as determined in Merchant’s sole discretion.

2.3. Publisher is responsible for the operation and maintenance of the Required URLs on its site and will notify Merchant and Pepperjam of any malfunctioning of the Required URLs or other problems with Publisher’s participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Publisher.

2.4 Publisher will not utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authorized for the Publisher’s use by Merchant. Without limiting the foregoing, Publisher shall not establish or cause to be established any promotion that provides any rewards, points or pensation for transactions, or that allows third parties (“Sub-Affiliates”) to place Required URLs on its web site or in its e-mails, unless Publisher receives Merchant’s express prior written approval. Publisher shall be responsible for ensuring that each Sub-Affiliate meets the Pepperjam Network eligibility requirements (as established from time to time), is bound by and plies with Publisher duties (and where stated Sub-Affiliate duties) as specified in this Agreement, and for payment of payouts due to Sub-Affiliate that shall accrue. Publisher shall indemnify Merchant for all acts of Publisher’s Sub-Affiliates without limitation.

2.5 Publisher shall not publish, distribute, post, broadcast, display or permit any written/printed material that makes reference to Merchant, Merchant Content or Brands without first submitting such material to Merchant for approval and receiving Merchant’s express prior written consent, which shall be in Merchant’s sole and absolute discretion. Submissions for such approval may be made via e-mail to: SPOAffiliate@shoppremiumoutlets.com

2.6 Publisher’s web site shall not, in any way, copy or resemble the look and feel of Merchant’s web site, nor shall Publisher create the impression that Publisher’s web site is the Merchant’s web site or a part of the Merchant’s web site. Publisher shall not frame or permit the framing of any page of the Merchant’s web site.

2.7 Publisher shall be solely responsible for the development, operation, and maintenance of Publisher’s web site and, for all content (including URLs) appearing on Publisher’s web site. Publisher assumes sole responsibility for the accuracy of the content of Publisher’s web site, including, without limitation, descriptive claims, warranties, guarantees, and ensuring that the content on Publisher’s web site (“Publisher Content”) and that the operation of Publisher’s web site does not infringe or violate any right of Merchant or any third party. Publisher shall not place or cause to be placed on Publisher’s web site (including an email link on Publisher’s web site) to anything that (i) is obscene, threatening, malicious, or which infringes on or violates any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or that otherwise exposes Publisher and/or Merchant to civil or criminal liability; or (ii) promotes discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age. Further, Publisher shall (i) not engage in any illegal activity of any type, including but not limited to displaying illegal content on Publisher’s web site or offering any illegal good or service through Publisher’s web site; and (ii) ply with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM, and any Internet or advertising regulations or policies of the United States in connection with Publisher’s web site. Publisher shall immediately notify Merchant of any demand, claim, or action by a third party insofar as such demand, claim or action alleges that Publisher’s web site, its content or its operation does not meet the requirements of this Section.

2.8 Publisher agrees that with respect to the Shop Premium Outlets Affiliate Program, (i) it will not, without the express prior written consent of Merchant, participate in any other marketing channels other than text links and banners on Publisher’s web site; and (ii) without limiting the foregoing, that no emails or other form of electronic message or advertisement (collectively, an “Email”) will be sent by or on behalf of Publisher with respect to any Offer or Engagement unless Publisher obtains the express prior written consent of Merchant. Publisher agrees that Merchant may, upon reasonable written notice, audit (i) the lists and sources of the lists to which Publisher sends any Email relating to Merchant, Merchant Content or Brands (or otherwise identifying Merchant); and (ii) any Email relating to the Merchant, Merchant Content or Brands (or otherwise identifying Merchant).

2.9 Publisher agrees not to bid on any keyword in Pay per Click Search Engines (“PPCSEs”) that is a Merchant or Brand trademark or tradename (or a derivation or misspelling of a trademark, or any other word or term that is likely to cause confusion regarding its affiliation with Merchant or a Brand). Some examples of keywords with respect to Merchant include but are not limited to: Shop Premium Outlets, www.ShopPremiumOutlets.com.