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AGREEMENT made between Trilegiant Corporation, a Delaware corporation with offices at 6 High Ridge Park, Stamford, CT 06905, providing a service called Shoppers Advantage, and the person whose membership number and access code was entered to access Shoppers Advantage ("You").

WITNESSETH:

1. SERVICE - a.The service which Shoppers Advantage shall provide to you during the term of the membership shall include:

   i. computer access to product information and prices and to order merchandise through Shoppers Advantage's independent vendors;

   ii. automatic extension of the manufacturer's U.S. warranty to two years from the original purchase date on eligible products purchased through the shopping service;

   iii. Shoppers Advantage Cash awards on qualified merchandise purchased through Shoppers Advantage. Details on awards, exclusions, redemption, and refunds of Shoppers Advantage Cash are included in Shoppers Advantage Cash.

   iv. Low Price Guarantee: If you see a dated, printed advertisement from an authorized dealer showing a lower price for exactly the same item you purchased from Shoppers Advantage within 60 days of your purchase (15 days for computer products and digital cameras), you are entitled to a refund for the difference in price - plus 100%! (Example: If you buy a product for $100 and find the product elsewhere for $90, Shoppers Advantage will give you a credit for $20.00). Also, if we lower our own prices within 60 days of your purchase (15 days for computer products and digital cameras), on exactly the same item that you purchased from Shoppers Advantage, we will gladly refund the difference between the old and new prices.

   This Low Price Guarantee is not insurance and this description is not an insurance policy or contract for insurance.

   The following additional terms apply for members joining after
   August 1, 2003:

   Claims for price adjustments for camcorders and video games must be made with in fifteen (15) days of purchase.

   Refunds are limited to a maximum of three (3) claims on any one type of item per Member per twelve-month period and up to a maximum of $1,000 per Member per twelve-month period.

   "Exactly the same" means an item with the same model number, manufacturer's U.S. warranty and accessories as the one you bought from Shoppers Advantage. The advertised, lower-priced model must be from an authorized dealer for that product. Pagers, cellular phones, motorized vehicles, demonstration models, items purchased at limited sales, one-of-a-kind items, food products and collectible items, are excluded as are items purchased in the Factory Outlet Store and the independent vendors areas of the Shoppers Advantage website (a current example is the Art For Less area). A dated print ad from a retailer, URL, or printout must be submitted. Only these items will be considered as proof for the refund.

   We reserve the right to limit sales and benefits (including Low Price Guarantee) to resellers. Calculation of the amount of your credit will take into account sales tax and shipping. Please allow 2 weeks for response to your claim. Details on obtaining a refund are included in the Low-Price Guarantee.

   v. Member Savings is determined by calculating the difference in price when shopping as a member versus a non-member. We compute Member Savings by subtracting member price from non-member price. The pricing difference is the savings you will receive by shopping as a member.

   b. Cancellation and Return of Orders.
   i.Upon request to cancel a merchandise order on your behalf, Shoppers Advantage will promptly refund any money deposited with Shoppers Advantage for that order, provided that the product ordered:
    

   • Has not yet been received by the vendor;
   • Has not yet been shipped to you by the vendor;
   • Or the service ordered has not yet been performed for you.
   • In the event that the order has been processed, the shipment has been sent or performance has occurred, Shoppers Advantage will use its reasonable efforts to seek a refund from the vendor involved on a case-by-case basis. Products will be deemed acceptable by you unless Shoppers Advantage is notified of your dissatisfaction with the delivered product within (60) working days of the time you receive it.
   • Notebook and handheld computers, non-cellular telephones and digital cameras must be returned within 15 days of purchase. Simply call a customer satisfaction representative at Shoppers Advantage to receive return instructions. Unauthorized or late returns may be subject to a restocking charge up to but not to exceed 15% of the product cost. To avoid a restocking charge, please return your merchandise in the original box and packing, including all the accessories and the owner's manual. Do not destroy or discard packaging for 30 days. The value of missing accessories will be deducted from the credited amount of a return. Some personalized items, opened personal care, domestics pierced earrings or computer software items, computer disks, printer cartridges, phone cards and special order merchandise are not returnable. Certain merchandise may require manufactures service first before the return is allowed.

   c. Shoppers Advantage reserves the right to change the terms and conditions of this Agreement and any membership policies at any time without notice. Shoppers Advantage may cancel this Agreement upon written notice and refund of the current-term's membership fee.

2. WHO MAY USE-You, and immediate members of your family living in your household, may use Shoppers Advantage on your or their behalf. You shall be responsible for all use of your membership number and shall notify Shoppers Advantage immediately of any unauthorized use of your membership number or if you believe that the membership number may have been lost or stolen. You shall continue to be responsible for all use of your membership number, including all charges to your account, until you provide Shoppers Advantage with such notice. You agree to indemnify Shoppers Advantage and hold Shoppers Advantage harmless from and against any claim, loss, or liability (including reasonable attorney's fees) arising from the violation by you or by anyone using your account, subject to existing law of any third-party rights, including, but not limited to, copyright infringement, privacy or proprietary rights.

3. CONFIDENTIALITY-All information and software provided through Shoppers Advantage is and shall remain the sole and exclusive property of Shoppers Advantage. You shall not publish, broadcast, retransmit, or otherwise reproduce, the information or software in any medium. Any violation of this restriction is an infringement of copyright or proprietary rights in the information and software.

4. LIABILITY - Shoppers Advantage shall have no liability to you as a seller of any products or vendor services, including, without limitation, any liability for any defective products. Shoppers Advantage MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD OR INFORMATION DELIVERED OR PROVIDED TO YOU, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND Shoppers Advantage SHALL, UNDER NO CIRCUMSTANCES, BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. Shoppers Advantage LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE AMOUNT OF THE Shoppers Advantage MEMBERSHIP FEE.

5. GOVERNING LAW: ARBITRATION-This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of Connecticut. If there is any dispute between you and Shoppers Advantage, either of us may elect to have it resolved by proceeding in small claims court or by binding arbitration administered by the National Arbitration Forum, or the American Arbitration Association, under their rules for consumer arbitrations. All disputes in arbitration will be handled just between the named parties, and not on any representative or class basis. YOU ACKNOWLEDGE THAT THIS MEANS THAT YOU MAY NOT HAVE ACCESS TO A COURT OR JURY. The terms of this Section shall survive any termination, cancellation or expiration of this Agreement.

6. MEMBERSHIP FEE - Your membership fee will be billed to the credit card account or debit card (or to the related checking account) you authorized when you enrolled in the program, in accordance with the billing terms furnished to you upon your enrollment in the Service.

7. RIGHT TO CANCEL MEMBERSHIP —

   Click here if you joined Shoppers Advantage between June 1, 2000 — September 15, 2000.

   Click here if you joined Shoppers Advantage before June 1, 2000 or after September 15, 2000.

   Important Note: If you joined Shoppers Advantage before November 3, 1998, the membership terms and conditions regarding your right to cancel membership may be different. Please use one of our email forms to request a copy of the terms and conditions specific to your membership. When you reach this email form, please complete all information, select "Membership Billing Question" as your type of inquiry, and state that you wish to receive the terms and conditions pertinent to your account.

   IF YOU JOINED Shoppers Advantage BETWEEN JUNE 1, 2000 — SEPTEMBER 15, 2000 — You have the right to terminate this Agreement at any time. You may cancel this Agreement by calling 1-800-526-4848, Monday-Friday, 8a.m. – 11p.m. and Saturday 9a.m. – 8p.m. (ET), writing to Shoppers Advantage, P.O. Box 41279, Nashville, TN, 37204, or email service@shoppersadvantage.com. If you cancel this Agreement during your 30-day trial period, you will not owe any annual membership fee; otherwise, your annual membership fee will be automatically billed to your designated card account. Unless you cancel your membership within the first 45 days following the end of your 30-day trial period, you are not eligible to receive a refund of your membership fee. In each renewal term, in order to receive a refund of the current term's membership fee, you must cancel within the first 45 days of the current membership term. You will remain liable for any other fees or charges to be paid pursuant to this Agreement.

   IF YOU JOINED Shoppers Advantage BEFORE JUNE 1, 2000 OR AFTER SEPTEMBER 15, 2000 — You have the right to terminate this Agreement at any time. You may cancel this Agreement by calling 1-800-526-4848, Monday-Friday, 8a.m. – 11p.m. and Saturday 9a.m. – 8p.m. (ET), writing to Shoppers Advantage, P.O. Box 41279, Nashville, TN, 37204, or email service@shoppersadvantage.com. If you cancel this Agreement during your trial period, you will not owe any annual membership fee; otherwise, your annual membership fee will be automatically billed to your designated card account. If you discontinue your membership at any time after the trial period, you will receive a full refund of your membership fee for that annual period if you cancel during the first 30-days of your membership term. Thereafter, you will receive a refund of the full, unused portion of your membership fee. You will remain liable for any other fees or charges to be paid pursuant to this Agreement.

8. ELECTRONIC COMMUNICATIONS - Trilegiant, at its option, may communicate with You regarding the Shoppers Advantage service by mail, by telephone or by electronic communications. Trilegiant may communicate with You electronically by means of electronic mail to the email address You provide when You sign-up for the Shoppers Advantage service and/or postings to the Shoppers Advantage service website. Trilegiant may communicate electronically to You the following types of communications: Membership Terms and Conditions (including any amendments thereto), notices or disclosures regarding the Shoppers Advantage service, payment and billing authorizations, and other matters relating to your use of the Shoppers Advantage service.
   
   You may contact Trilegiant at the telephone number and address listed above to request another electronic copy of an electronic communication without a fee. You may request a paper copy of the terms of the payment authorization, and Trilegiant may charge You a fee to provide such paper copy. You may contact Trilegiant at the same telephone number or email address listed above to update your contact information or to withdraw your consent to receive electronic communications. Trilegiant reserves the right to terminate your use of the Service if You decline or withdraw your consent to receive electronic communications from Trilegiant.
   
   You will need the following software and hardware to access electronic communications sent to You by Trilegiant as part of your Shoppers Advantage membership: IBM or MAC compatible computer, Internet access, a working email address, and Internet Browser (Internet Explorer version 5.2 or a later version). To retain copies of electronic communications, You must print a copy using a printer attached to your computer, or save an electronic copy to your computers disk or other storage device.
9. RENEWALS- Unless you notify Shoppers Advantage that you do not wish to renew your membership, Shoppers Advantage will automatically renew your membership at the end of each term and bill the renewal fee to the card your original membership fee was billed to, or to the card we currently have on our files without your having to do anything further. You will be notified of any price increase and may cancel your membership if you do not want to continue to be billed at the new price.