FOREWORD

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. The following affiliate agreement has been written with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality. If you have any questions, please don't hesitate to ask us. We are strong believers in straightforward and honest communication. For the quickest results please email us at affiliates@amyadele.com. You can also reach us via telephone, toll-free: 800.208.6215 (9 a.m. to 4 p.m. PST)

AmyAdele.com Affiliate Terms & Conditions

This Affiliate Agreement ("Agreement") is made between Amy Adele LLC ("AmyAdele.com") and Affiliate Partner ("Affiliate").

BACKGROUND

Affiliate and AmyAdele.com are each enrolled in The LinkShare Network(tm). Affiliate and AmyAdele.com each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and AmyAdele.com which result from their participation in The LinkShare Network(tm).

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, AmyAdele.com may post on The LinkShare Network(tm) 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(tm) 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.

The other party in accordance with the Offer’s terms via The LinkShare Network(tm) If an Offer made by one party accepts 1.2. 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 Affiliate providing a Qualifying Link, AmyAdele.com 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 AmyAdele.com for an Offer or an Engagement. Affiliate agrees to promptly implement any request from AmyAdele.com to remove, alter or modify any graphic or banner ad submitted by AmyAdele.com that is being used by Affiliate as part of an Engagement.

2. Affiliate's Responsibilities.

2.1. Affiliate will link its site to areas within AmyAdele.com’s site using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of AmyAdele.com's site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Affiliate.

2.2. Affiliate agrees not to make any representations, warranties or other statements concerning AmyAdele.com, AmyAdele.com's site, any of AmyAdele.com's products or services, or AmyAdele.com's site policies, except as expressly authorized by the Engagement.

2.3 affiliate agrees and warrants that it shall not engage in any of the following prohibited activities: (i) violate any applicable law or regulation; (ii) promote or conduct any illegal or fraudulent activity through the distribution media or any site linked to the distribution media; (iii) send or cause to be sent unsolicited advertising e-mails; (iv) display obscene, offensive, violent or misleading content on the distribution media or any site linked to the distribution media; (v) provide or allow any incentive based promotion that provides compensation to qualified customers, unless specifically authorized by marketer; (vi) engage in any pop-up or pop-under advertising provided, supported or involving any third party to generate impressions, clicks, or transactions; (vii) use any cookie, device, program, robot, iframes, hidden frames, popup windows or any other operation or process that interferes with LinkShare's ability to properly identify and track qualified customers; (viii) interfere with or seek to improperly influence the referral of an end user to a marketer's web site; (ix) automatically replace or alter any component of the Linkshare technology that results in a reduction of compensation earned by download or another affiliate; (x) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end user; (xi) utilize the LinkShare technology in any manner that alters, changes, substitutes or modifies the content of another affiliate's web site; (xii) use the LinkShare technology with other software, whereby the installation and de-installation is not obvious, easy or complete. Licensing and terms of all software downloads and applications of any type must be clearly presented to and accepted by the end user. Software that utilizes the LinkShare technology must be clearly marked in such a manner that the end user can identify the affiliate's software with an associated behavior that occurs on the end user's computer, and receive visible notification of such behavior. In addition to any other remedies that may be available, in the event that affiliate engages in any such prohibited activities, LinkShare or marketer may immediately terminate this agreement or affiliate's display of any particular offer.

2.4. Affiliate is responsible for notifying AmyAdele.com and The LinkShare Network(tm) of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement. AmyAdele.com will respond promptly to all concerns upon notification by Affiliate.

2.5. Affiliate may promote its own websites, but any promotion that mentions AmyAdele.com could be perceived by the public or the press as a joint effort. Therefore certain forms of advertising are always prohibited by AmyAdele.com. For example, advertising commonly referred to, as "spamming" is unacceptable and could cause damage to AmyAdele.com’s brand name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross posting to multiple newsgroups at once. In addition, advertising in any way that effectively conceals or misrepresents Affiliate's identity, domain name, or return email address is strictly prohibited. Affiliate may use mailings to customers to promote AyAdele.com so long as the recipient is already a customer or subscriber of Affiliate’s services or web site, and recipients have the option to remove themselves from future mailings. Also, Affiliate may post to newsgroups to promote AmyAdele.com so long as the news group specially welcomes commercial messages. At all times, Affiliate must clearly represent itself and Affiliate's websites as independent from AmyAdele.com. If it comes to AmyAdele.com's attention that Affiliate is spamming, AmyAdele.com will consider that cause for immediate termination of this Agreement and Affiliate's participation in the AmyAdele.com Affiliate Program.

2.6 Pay-per-click marketing is not allowed in the AmyAdele affiliate program without written approval from Amy Adele or the Amy Adele affiliate managers. Please email us at affiliates@amyadele.com if you have any questions about this.

3. Commissions.

3.1. AmyAdele.com agrees to pay Affiliate the commission specified in the Engagement if AmyAdele.com sells to a visitor to AmyAdele.com’s site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed AmyAdele.com’s site and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Affiliate's site to AmyAdele.com’s using one of the Required URLs or any other URL provided by AmyAdele.com for use in The LinkShare Network(tm) if it is the last link to the AmyAdele.com'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 AmyAdele.com's site via a link from the Affiliate's site and terminating when the Customer either returns to the AmyAdele.com's site via a link from a site other than Affiliate’s site or the Engagement expires or is terminated.

3.3. AmyAdele.com shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between AmyAdele.com and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network(tm) and will be final and binding on both AmyAdele.com and Affiliate. Prices for the products will be set solely by AmyAdele.com 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. AmyAdele.com grants Affiliate 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(tm), on Affiliate's site solely for the purpose of creating links from Affiliate's site to AmyAdele.com’s site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate 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. Affiliate grants AmyAdele.com a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from AmyAdele.com's site to Affiliate's site. AmyAdele.com will remove such graphic or banner ad upon Affiliate’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(tm). 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(tm). 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, antidiscrimination 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 AMYADELE.COMABILITY 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. AmyAdele.com and Affiliate jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network(tm) 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 Link Share’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 twenty- four (24) 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(tm).

8.4. AmyAdele.com and Affiliate acknowledge and agree that the nature of the Product is such that in its normal operation it may access and LinkShare elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. AmyAdele.com and Affiliate acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or AmyAdele.com or Affiliate's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications.

8.5. AmyAdele.com and Affiliate agree that LinkShare is an intended third party beneficiary.

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(tm) 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(tm) 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 AmyAdele.com’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 AmyAdele.com’s headquarters to the attention of AmyAdele.com'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.

The individual clicking on this link and submitting this application certifies that she/he is authorized to act on behalf of affiliate and that she/he, on behalf of affiliate, has read and accepted the terms, conditions and disclosures associated with this agreement.