TERMS AND CONDITIONS FOR THE SMARTBARGAINS SMARTSHOPPERS CLUB

Welcome to the Terms and Conditions (the "Agreement") for the SmartBargains SMARTShoppers Club. This Agreement governs any membership in the SMARTShoppers Club program. Please note that your use of the SmartBargains.com website and the SMARTShoppers Club membership are also governed by our Terms of Use, as well as all other applicable terms, conditions, limitations and requirements on the SmartBargains.com web site, all of which (as changed over time) are incorporated into this Agreement. If you register ("you," "your," "yours," "Members") for membership, you accept these terms conditions, limitations and requirements. SMARTShoppers Club Membership is a program administered by SmartBargains.com, LP, a Delaware limited partnership ("we," "us," "our," "ours"). Please read this Agreement carefully.

PROGRAM BENEFITS
SmartBargains SMARTShoppers Club Membership entitles Members to the following benefits:

A discounted rate of $2.95 for standard shipping on all eligible purchases made at www.smartbargains.com.
First access to our New Arrivals for 48 hours.
First access to our New Markdowns for 48 hours.

STANDARD SHIPPING ELIGIBILITY
The discounted shipping rate of $2.95 applies to your order, unless (i) the shipping address is outside of the continental United States; (ii) your order contains items with special shipping and handling charges*; (iii) you select an expedited shipping method; or (iv) any other circumstance that would not allow for Standard Shipping. International orders are not eligible for the discounted shipping rate - applicable international shipping rates will apply.

*Some special product, order, handling fees and/or taxes may still apply to eligible purchases. If only some items in your order are eligible for the SMARTShoppers Club discounted shipping rate, you will pay applicable shipping charges for the ineligible items.

MEMBERSHIP FEE
The annual membership fee is currently $9.95. We may change the membership fee at any time, but changes will apply only to new and renewal memberships. The fee is not refundable, except as expressly set forth below. Taxes may apply on either or both of the membership fee and the reduced shipping charges. Your membership will NOT be automatically renewed.

CONDITIONS

We reserve the right to accept or refuse SMARTShoppers Club membership to any applicant, in our discretion, and membership is revocable at any time without cause at our discretion (see Program Termination section below). Membership is available to all qualifying individuals 18 years of age or older.
You may not assign or transfer your membership or the benefits.
For any discount or other benefit to apply, you must purchase your membership prior to ordering from our web site. You will not be reimbursed retroactively for purchases made without a SMARTShoppers Club membership.
Some special product, order, handling fees and/or taxes may still apply to eligible purchases. If only some items in your order are eligible for the SMARTShoppers Club discounted shipping rate, you will pay applicable shipping charges for the ineligible items. International orders are not eligible for the discounted shipping rate - applicable international shipping rates will apply.
We do not assume any liability for correspondence, mail or e-mail which is lost, delayed, or misdirected.
Standard SmartBargains return policies apply to all SMARTShoppers Club purchases.
Once you become a member of the SMARTShoppers Club, you will receive membership emails from us and you will automatically be enrolled as a member of our Bargain Alert program. We expect that you will submit and maintain accurate user information. You can update your information at any time at: https://secure.smartbargains.com/mya.aspx

TERM
The initial term of SMARTShoppers Club membership shall commence on the date it is purchased and continue until one year from the day on which the membership was purchased, unless we terminate your membership. The initial fee will be billed to your credit card used at checkout.

CHANGES TO THIS AGREEMENT
We may change the terms of this Agreement at any time, without notice to you. However, any increase in the membership fee will not apply until a renewal of your membership. Also, if we increase the discounted shipping rate for our SMARTShoppers Club, we will notify you by email at least 30 days before the new terms go into effect. If any change is found invalid, void or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED MEMBERSHIP AFTER WE CHANGE THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR MEMBERSHIP.

MEMBERSHIP CANCELLATION
You have the right to cancel your SMARTShoppers Club membership at any time. No refunds will be available, except as expressly set forth below. You can cancel your membership by contacting us via e-mail at CustomerService@SmartBargains.com.

PROGRAM TERMINATION
We may terminate any or all of the benefits available to you or all Members under the SMARTShoppers Club membership program at any time without notice. In the event of our termination of this program or your SMARTShoppers Club membership, we may, at our option, (i) maintain your SMARTShoppers Club membership benefits until expiration of the Member's current membership term; or (ii) refund each member a pro-rata portion of the membership fee for the remaining portion of your current SMARTShoppers Club Membership term; or (iii) terminate your benefits immediately upon our termination of your Membership or the Program. Please note, we will not give any refund for termination related to conduct that we determine, in our discretion, violates this Agreement or any applicable law, involves fraud or misuse of this membership program, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights.

PRIVACY
As a Member, the information we capture will be subject to the SmartBargains.com Privacy Policy as amended from time to time in accordance with its terms. You may view the current version of the SmartBargains.com Privacy Policy at http://www.smartbargains.com/Promo/Help/Help-Privacy.aspx.

DISCLAIMERS; LIMITATION OF LIABILITY
USE OF SMARTShoppers CLUB MEMBERSHIP IS AT YOUR SOLE RISK. THE SMARTShoppers CLUB MEMBERSHIP BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SMARTBARGAINS.COM, LP AND ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY "PROVIDER") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT (i) SMARTShoppers CLUB MEMBERSHIP WILL MEET YOUR REQUIREMENTS, (ii) SMARTShoppers CLUB MEMBERSHIP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM YOUR USE OF SMARTShoppers CLUB MEMBERSHIP WILL MEET YOUR EXPECTATIONS. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN PROVIDER'S TERMS OF USE, IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATED TO: (i) THE USE OR THE INABILITY TO USE SMARTShoppers CLUB MEMBERSHIP OR ANY BENEFITS THEREOF; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED VIA THE USE OF SMARTShoppers CLUB MEMBERSHIP; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SMARTShoppers CLUB MEMBERSHIP DATA; OR (iv) ANY OTHER MATTER RELATING TO SMARTShoppers CLUB MEMBERSHIP OR THE PROGRAM ITSELF. OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LAST ANNUAL MEMBERSHIP FEE YOU PAID. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR MEMBERSHIP OR THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

GOVERNING LAW
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 Commonwealth of Massachusetts, without regard to conflict of law principles. Any action brought to enforce this Agreement will be brought in either the State or Federal Courts of the Commonwealth of Massachusetts; provided, however, that notwithstanding anything contained in this Agreement to the contrary, we shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce our rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. You consent to the jurisdiction of such courts and irrevocably waive any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. Any claim or cause of action you have with respect to your membership in the SMARTShoppers Club must be commenced within one (1) year after the claim arises.

Effective Date: October 19, 2005.