This agreement contains the terms and conditions that apply to your participation as an Affiliate in the KEYCODE Affiliate Program and to the establishment of links from your affiliate Web site to our Web site located at http://www.keycode.com.

THIS IS A LEGALLY BINDING AGREEMENT. AT THE END OF THE DOCUMENT YOU WILL BE ASKED WHETHER OR NOT YOU AGREE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS, PLEASE INDICATE "I DO NOT ACCEPT THESE TERMS," AND THE APPLICATION PROCESS WILL TERMINATE.

1. Enrollment

a. To begin the enrollment process, you must submit a complete KEYCODE Affiliate Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the KEYCODE Affiliate Program for any or no reason, including, but not limited to, inclusion of content, or links to such material that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:

• promotes or depicts violence (i.e., murder, selling weapons, cruelty, abuse, etc.)
• promotes pornographic or sexually explicit materials;
• promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation or age;
• Promote any political agenda or party
• Promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware," "adware," or SPAM
• Violate intellectual property rights, including, without limitation, scraping text or images from KeyCode's Websites
• Do not clearly state an online privacy policy to its visitors
• Otherwise are considered offensive or inappropriate at KeyCode's sole discretion
• violates copyrights, trademarks, or any other intellectual property rights of KEYCODE or any other person or entity;
• includes "KEYCODE" or any variations or misspellings thereof in the domain name or other HTML tags, including page titles, metatags, or HTML comment tags.
• provides compensation, benefits, or incentives of any kind whatsoever, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click to print coupons provided by KEYCODE advertisements.

b. Employees of Quick-Save.com, LLC, KEYCODE and any product or service vendor or supplier doing business with us and each of their respective subsidiaries and affiliates (all hereinafter referred to as a "Related Party") and the immediate family members of such employees are not allowed to participate in the KEYCODE Affiliate Program.

If we reject your application, you are welcome to reapply to the KEYCODE Affiliate Program.

2. Promotion of Affiliation

a. As an Affiliate Program member, we will make available to you a variety of graphic and textual links ("Links" or "Link"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.

b. Agreements Regarding Links: In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You agree not to alter Links or their content in any way. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will immediately substitute such images with any new images that are provided by us from time to time throughout the term of this Agreement. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.

c. Additional Requirements: As a condition to your acceptance and participation in the Program, you agree to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement and may result in immediate termination from the Program:

• use the KeyCode name or any trade name or brand of any merchant on the KeyCode website, or any variation thereof, in any manner not expressly authorized by this Agreement;
• use or otherwise incorporate the word KeyCode name or any trade name or brand of any merchant on the KeyCode website, or variations or misspellings thereof in the domain name(s) of your site(s), on any meta tags of Web pages comprising your site(s), in hidden text or source code, or in searchable keywords;
• bid on KeyCode name or any trade name or brand of any merchant on the KeyCode website, keywords or keyword strings (e.g., ‘keycode’, ‘keycode.com’, ‘keycode coupons’, ‘target coupons’) in pay-per-click search engines;
• attempt to modify or alter our site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site, e.g., "framing" the KeyCode.com site, without our prior written approval; or
• "scrape" or "spider" the KeyCode.com site or any other KeyCode Web site for content (such as images, logos or text).
• advertise in any way the KeyCode name or any trade name or brand of any merchant on the KeyCode website, outside of the website speciffically approved for this program.

3. Affiliate Identification

All Affiliates will be required to display a graphic (which we will provide) indicating their affiliate relationship to KEYCODE.

4. Our Responsibilities

We will be responsible for providing the information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for: (i) processing every interactive coupon entered by a customer following a special Link from your site; (ii) tracking the volume and amount of coupons generated by your site; and (iii) providing information to Affiliate Program members regarding traffic statistics via our traffic reporting (http://www.keycode.com/affiliates).

5. Commission Payments

When the total commissions due to you under the preceding Section 5 exceed thirty-five dollars ($35) at the end of any calendar month, we will send a commission check for the applicable commissions (less any taxes required to be withheld under applicable law) and a statement of activity to you. Such commission checks and statements of activity will be sent approximately forty-five (45) days after the end of any calendar month in which accumulated earned commissions exceed twenty-five dollars ($25). If at the end of any calendar month earned commissions are less than twenty-five dollars ($25), such earned commissions will be held and accumulated until such time that they exceed twenty-five dollars ($25) at which time they will be paid as set forth above.

6. Reports of Sales/Order Processing and Tracking

You will be given a password to allow you to enter the KEYCODE reporting section of the site (http://www.keycode.com/affiliates). This password-protected site will allow you to review your sales statistics, which will be updated once daily, reflecting data through the previous day.

7. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to KEYCODE without first submitting such material to us and receiving our written consent.

8. License

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE KEYCODE TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS.

b. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license at any time in our sole discretion, by giving you written notice. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.

c. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.

d. You grant to us a non-exclusive license, for the term of this Agreement, to utilize your names, titles, and logos, as the same may be amended from time to time to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize.

9. Obligations Regarding Your Site

a. You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your site, or for any materials contained on your site.

b. You agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you create the impression that your site is our site or is a part of our site, nor will you frame any page on the KEYCODE site being viewed by a user of your site who links to the KEYCODE site through a Link.

c. You agree that your site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1 (Enrollment).

d. You also agree that your site will not contain any content from our site or any materials that are proprietary to KEYCODE, except with our prior permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this agreement. You further agree that your domain name does not and will not contain the words "KEYCODE" "Coupon Maker," "Key Code," and/or "KeyCode" or any variation thereof (collectively, the "KEYCODE marks") or misspelling. You agree not to purchase or otherwise contract with any third party to exploit any of the KEYCODE marks for the purpose of causing the Affiliate site to appear as a search result in any search engine or for any other reason.

e. You agree that your Affiliate site will not use any form of unsolicited mass email communication ("spam") as a marketing tool for the site or for any other purpose.

f. In the event your Affiliate site is or incorporates or utilizes an internet search engine, you agree that no KEYCODE marks will appear as search results or will be used as markers or tags or for any other purpose within the search engine without our prior written approval.

10. Terms of Agreement and Termination

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or KEYCODE may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Qualified Purchases are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commissions, commission payment schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

12. Relationship of Parties

You and KEYCODE are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

13. Disclaimers

NEITHER KEYCODE NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY KEYCODE SERVICES SOLD THROUGH THE AFFILIATE PROGRAM. IN ADDITION, NEITHER KEYCODE NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE KEYCODE SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER KEYCODE NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

14. Representations and Warranties

You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Affiliate trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 21 years of age; and (iv) you are not an employee or immediate family member of a Related Party as described in Section 1 b. above.

15. Confidentiality

You agree that all customer information related to the KEYCODE Affiliate Program belongs to us. You agree to protect as secret all KEYCODE Affiliate Program customer information and Affiliate Program business and sales information related to us, you, or our suppliers (collectively, "Information"), not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.

16. Limitation of Liability

NEITHER KEYCODE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF KEYCODE AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

17. Indemnification

You agree to indemnify and hold harmless KEYCODE, its suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you, or (iii) any claim related to your site, including, without limitation, claims regarding content on your site.

18. Uncontrollable Circumstances

KEYCODE's performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

19. Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

20. Governing Law

This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Orange COunty, California, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.