FRÉ
AFFILIATE PROGRAM AGREEMENT

            This Affiliate Agreement (this “Agreement”) is made and entered into by
and between FRÉ Skincare Ltd., an Israeli Corporation (“Company”) and you, the party applying for the Affiliate Program (as
defined below) (“Affiliate”).

Affiliate
must read and agree to these terms before applying to join the Affiliate
Program (as defined below). If Affiliate does not agree, Affiliate may not
apply to join the Affiliate Program. (Both Company and the Affiliate are a
“party” and, collectively, the “parties”).

PRELIMINARY STATEMENT

A.             
Company, by and through its website www.freskincare.com (the “Website”), produces and sells certain skincare products to the
public (each, a “Product,” and collectively,
the “Products”).

B.             
Affiliate is an individual or entity which has applied for
the Company’s affiliate program via the website www.freskincare.refersion.com (the “Affiliate Program”).

C.             
In the event that Company accepts Affiliate into the Affiliate Programs, it shall be pursuant
to the terms and conditions of this Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants
contained in this Agreement and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

1.              
Preliminary Statement. The Preliminary Statement to this
Agreement is hereby incorporated herein by this reference and constitutes an
integral part of this Agreement.

2.              
No Repeat Applications. Acceptance into the Affiliate
Program shall be determined by the sole discretion of Company. If Affiliate’s application for the Affiliate Program is rejected, said Affiliate may not re-apply to join the Affiliate Program without the express written consent of Company.

3.              
Affiliate Program Obligations.

(a)           
Links. During the Term (as defined below), Company shall provide to
Affiliate certain graphic and textual links which connect to various pages of
the Website (collectively, the “Links”).
Company may, from time to time, and in its sole discretion, change the Links
provided to Affiliate to be displayed.

(b)           
Display of Links.

                                                        
i.                  
Affiliate
shall display the Links on Affiliate’s social media account (including, but not
limited to, Instagram), webpage, or other media (collectively, the “Affiliate Site”), which shall serve to identify
the Affiliate as a member of the Affiliate Program. Affiliate agrees to display
and maintain the Links on the Affiliate Site and ensure that the Links are
operational at all times. Affiliate shall be solely responsible for the
development, operation, and maintenance of the Affiliate Site and for all
materials or content that appear on Affiliate Site.

                                                      
ii.                  
Affiliate
agrees that Company shall, in perpetuity, retain all right, title, and interest
in and to any photos, videos, content posted by Affiliate in conjunction with, or to
promote, the Company with or without Links (the “Sponsored Posts”). Any content posted by Affiliate mentioning the Company can be used by the Company forever on any advertising channels (like Instagram, Facebook, Website, TikTok etc) and can be promoted by the Company as paid ads to the target audience chosen by the Company. 

                                                    
iii.                  
All
Affiliate Sites shall display the Links prominently in relevant sections of
their site or on Sponsored Posts. Any information with respect to the Company
intended for display on Affiliate Site must be provided by, or approved in
writing by, Company, before display on Affiliate Site.

(c)           
Monthly Posts. In addition to,
and without limitation of, the responsibilities of Affiliate in this Section 3,
Affiliate must also display a post on Affiliate’s Instagram account, no less
than one (1) time per month, about Company’s then-current marketing campaign or
product line, pursuant to the guidelines provided to Affiliate by Company in
advance (the “Monthly Posts”). Affiliate
agrees that Company shall, in perpetuity, retain all right, title, and interest
in and to any photos and videos posted in conjunction with the Monthly Posts.

(d)           
Compliance with Regulations.
Pursuant to the performance of its obligations under this Agreement, Affiliate is
solely responsible for compliance with all applicable trade laws, regulations,
and terms of service arising out of or in connection with the subject matter of
this Agreement, including, but not limited to, 16 CFR Part 255 (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), and any terms of use or terms of service which govern the
Affiliate Site. All applicable terms of use, terms of service, or advertising
agreements of the Affiliate Site are incorporated herein by this reference. Affiliate
Site must prominently disclose the fact that financial or in-kind compensation
is provided from Company in the manner required by the terms of the Affiliate
Site. Affiliate is advised to seek and obtain its own legal advice on how these
rules apply to Affiliate Site or other promotional activities for which you
receive compensation. Failure to comply with this Section shall be deemed a
material breach of this Agreement.

4.              
Commission. Affiliate shall be
entitled to a commission fee for purchases of Products by each customer who
purchases such Product through a Link on the Affiliate Site (each such purchase
a “Qualified Purchase,” and each
customer, a “Referred Customer”)
pursuant to the terms of this Section 4 (“Commission”).
Commission shall be calculated by multiplying a percentage of the gross
receipts received by Company as a result of Qualified Purchases, minus (i) any
third party and out-of-pocket expenses associated with such Qualified Purchase,
(ii) delivery charges, and (iii) taxes and VAT (the “Net Receipts”). The percentage shall be conveyed to Affiliate in
writing and may be amended from time to time by Company in its sole discretion.
Except as may be set forth in this Agreement, Commission is not redeemable for
Products.

(a)           
Earning Commission.
For Commission to be earned by Affiliate, each Referred Customer and Qualified
Purchase must meet the following terms and conditions:

                                                        
i.                  
Referred
Customer must (a) follow the Link from the Affiliate Site to the Website, (b)
select and purchase a Product using our automated ordering system, (c) accept
delivery of the Product at the shipping destination, and (d) remit full payment
to Company no later than thirty (30) days as of the first date such Referred
Customer has first accessed the Website through the Link.

                                                      
ii.                  
Referred
Customer must be up-to-date in all payments and such Referred Customer’s
purchase must not be subject to a refund, credit, cancellation, suspension or
chargeback.

                                                    
iii.                  
Referred
Customer must register, or have previously registered, with Company by
completing and submitting Company’s registration form then in effect (whether
submitted online or via paper, fax, or otherwise) using valid account and
billing information. Commission may not be paid for a Referred Customer that
has transferred from any of our other affiliates, partners, subsidiaries,
employees, officers, or directors.

                                                    
iv.                  
Referred
Customer must sign up in a manner, which in our sole judgment, definitively
establishes that the Referred Customer was referred directly from Affiliate to
Company under this Agreement.

                                                      
v.                  
Referred
Customer must remain in compliance with Company’s then in effect terms of use,
found at https://www.freskincare.com/pages/terms-of-use, and other policies that are active at the time the
Commission is processed.

(b)           
Exclusions. Notwithstanding the
foregoing, Affiliate shall not be entitled to Commission, or Company reserves
the right to suspend, withhold, reverse, deny, or reject Commission if:

                                                        
i.                  
Affiliate
is not in compliance with the rules and regulations set forth in Section 2(c)
herein.

                                                      
ii.                  
Referred
Customer was offered or received coupons, refunds, credits or discounts by
Affiliate to purchase Products or if Referred Customer has joined a business-opportunity
program (as determined by Company in its sole discretion) that is managed or
participated by the Affiliate, unless Company has provided its prior written
consent thereto.

                                                    
iii.                  
The
purchase is determined by Company, in its reasonable discretion, to be
fraudulent. Fraudulent purchases, include, but are not limited to, those (i)
created by software which generates fictitious information, or (ii) created and
submitted by Affiliate.

                                                    
iv.                  
Affiliate
is found to alter the Links in any way, shape, or form, or if Affiliate
displays the Links in a place or in a manner not approved in writing, in
advance, by Company.

                                                      
v.                  
Customers
engaged in “domain name speculation,” which is determined by the identification
of two (2) web hosting accounts (ii) with the same Referred Customer’s name,
email address, or other identifying characteristic as determined by Company, or
(ii) that have no content on their websites or have similar content, templates
or formatting, as determined by Company.

                                                    
vi.                  
Company
determines that Affiliate is using marketing practices that Company deems, in
its sole discretion, to be unethical, likely to attract fraudulent signups, signups
with a very low likelihood of renewal, or which are in violation of this
Agreement.

                                                   
vii.                  
Affiliate
or the Referred Customer has failed to comply with any requirement set forth in
this Agreement, including, but not limited to, Section 3(a) or Section 8.

(c)           
Payment of Commission.

                                                        
i.                  
Subject
to the limitations set forth above, Commission shall be calculated, processed,
and paid subject to the terms of this Section (each, a “Payment”).

                                                      
ii.                  
Commission
shall by paid to the Affiliate in the calendar month following the actual month
in which a Referred Customer has paid, in good and clear funds, for a Qualified
Purchase. The Commission shall equal the fixed percentage of the Net Receipts,
as determined by Company, arising from Qualified Purchases.

                                                    
iii.                  
Payment
shall be issued to Affiliate by (i) wire transfer to that account conveyed to
Company in writing by Affiliate; (ii) bank check to the Affiliate’s address as provided
to Company in writing; or (iii) to Affiliate’s account at an online money
transfer service (including, but not limited to, PayPal), in the sole discretion
of Company (“Method of Payment”). Any
changes to the Method of Payment shall be made exclusively by Company in its
sole discretion.

                                                    
iv.                  
Affiliate
shall bear responsibility to monitor the receipt of each Payment, and the
denial or withholding of Commission. Company is not obligated notify Affiliate
of the status of Commission or Payment, unless such Payment is delayed due to
the direct action of Company. If Affiliate has a question about a Commission
that has been cancelled, reduced, or withheld, such Affiliate will have thirty
(30) days from the day of Payment to contact Company in writing. Any decisions
concerning cancelled, reduced, or withheld Commission are within the sole
discretion of Company.

(d)           
Return of Commission.
In the event that a Referred Customer, for whom the Affiliate has been paid a
Commission, shall subsequently receive a refund (“Refunded Purchase”), Company shall deduct the Commission which was
attributable to the Refunded Purchase from any subsequent Payment owed to
Affiliate. Refunds can be made in the sole and exclusive discretion of the Company.
If Affiliate is not entitled to a subsequent Payment, Company shall issue an
invoice to Affiliate for the Commission, which shall be due within thirty (30)
days of issuance by Company.

5.              
Processing of Orders.
Company shall process orders of Product placed by a Referred Customer who
follows a Link from the Affiliate Site to our Website. Company reserves the
right to reject orders that do not comply with any requirements that Company
may periodically establish. Company shall be responsible for all aspects of
order processing and fulfillment. Company shall track sales made to Referred
Customers and will make available to you reports summarizing this sales
activity. Company may prepare these reports using any third-party service
Company deems acceptable. The form, content, and frequency of the reports may
vary from time to time at Company’s discretion. To permit accurate tracking,
reporting, and Commission accrual, you must ensure that the Links between the
Affiliate Site and Website are properly formatted. Affiliate further
acknowledges and consents that Company may use cookies or other online means of
tracking for keeping track of Affiliate and/or Referred Customer activities.

6.              
Intellectual Property.

(a)           
Affiliate is hereby
granted with a non-exclusive, non-transferable, revocable license to (i) access
the Website through the Links solely in accordance with the terms of this
Agreement, and (ii) solely in connection with such Links and for creating
Sponsored Posts, to use Company’s trademark and logo and similar identifying
material relating to us (only in the form(s) that they are provided to
Affiliate by Company) (collectively, the “Licensed
Materials”), for the sole purpose of promoting the sale of the Products, in
such manner as is approved by Company. You may not alter, modify, or change the
Licensed Materials in any way. Affiliate may only use the Licensed Materials to
the extent that Affiliate is a member in good standing of the Affiliate
Program.

(b)           
EXCEPT AS PERMITTED
ABOVE, AFFILIATE SHALL NOT AND IS NOT AUTHORIZED TO (i) USE COMPANY’S
TRADEMARK, NAME, LOGO OR ANY OTHER INTELLECTUAL PROPERTY OF COMPANY (OR ANY
VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR
TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION,
THE "LINKS" AND THE "LICENSED MATERIALS" ARE REFERRED TO
HEREIN AS "COMPANY IP"),
WITHOUT COMPANY EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE COMPANY IP IN A
DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR
PROGRAMS ON OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR
OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER
SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE;
(iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE
OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF COMPANY IP
ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. USE OF COMPANY IP IN ANY
MANNER, OTHER THAN AS EXPRESSLY PERMITTED IN THIS AGREEMENT (IN ADDITION TO
BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF
COMPANY TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY
SUBJECT AFFILIATE TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE
DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY COMPANY
LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH
COMPANY SEEK TO ENFORCE COMPANY RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO
ANY OF COMPANY INTELLECTUAL PROPERTY RIGHTS.

(c)           
Affiliate grants Company with a non-exclusive license
to utilize Affiliate’s name, title, and logos, as the same maybe amended from
time to time, to advertise, market, promote, and publicize in any manner
Company’s rights hereunder according to Company’s sole discretion to promote
its interests pursuant to this Agreement. This license shall terminate upon the
expiration or termination of this Agreement.

(d)           
Notwithstanding any other provision of this Agreement,
Company shall retain all right, title and interest in and to, including any
intellectual property rights with respect to, any photos, videos, data,
designs, processes, specifications, software, applications, source code, object
code, utilities, methodologies, know-how, materials, information, skills (and
any derivative works, modifications and enhancements thereto) owned, acquired
or developed by Company or its licensors, and regardless of whether
incorporated in any Links or Sponsored Posts on the Affiliate Site.

7.              
Protection of Reputation. Affiliate agrees that Affiliate shall not, at any time,
whether during the Term or at any time after termination or expiration of the
Term, engage in conduct which injures, harms, corrupts, demeans, embarrasses,
defames, disparages, libels, slanders, destroys or diminishes in any way the
reputation or goodwill of the Company, its subsidiaries, or their respective
shareholders, directors, officers, employees, or agents, or the products sold
by the Company, including, but not limited to, posting content on the Affiliate
Site which (i) is pornographic, sexually explicit or suggestive, or contains
profanity or nudity; (ii) is unnecessarily violent or derogatory of any ethnic,
racial, gender, religious, professional or age group; (iii) promotes alcohol,
illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
(iv) promotes any activities that may appear unsafe or dangerous; (v) is
obscene or offensive, or endorses any form of hate or hate group; (vi) defames,
misrepresents or contains disparaging remarks about other people or entities;
or (vii) violates any law. Failure to comply with this Section shall be deemed
a material breach of this Agreement.

8.              
Use of Name and Likeness.

(a)           
Affiliate grants to Company, for the Term of this Agreement,
its affiliates and assigns, the right and permission to use my name, likeness,
image, voice, recorded voice, appearance, biographical information, statements,
and/or testimonial(s) (collectively, “Appearance”)
in publications and channels and means of distribution as Company may determine
at any time and from time to time throughout the world, in connection with the
sale of the Products, the exhibition, distribution, advertising, publicity and
exploitation of the Products, the Affiliate Program, or the business of the
Company. In addition, Affiliate grants to Company the right to publicize
Affiliate’s association with the Company and the Affiliate Program and to
advertise and promote Affiliate’s participation in the Affiliate Program,
including endorsements by Affiliate of Company and its business and the
Products and Affiliate Program. Upon Company’s request, Affiliate shall provide
additional information to Company in furtherance of this Section in a timely
manner.

(b)           
Company shall, in perpetuity, retain all right, title,
and interest in and to, any photos, videos, recording, product, copy,
presentation or other material or file containing or featuring my Appearance,
including, but not limited to, Sponsored Posts (collectively, the “Affiliate Products”), including any
copyright interests therein. Affiliate acknowledges that Affiliate has no
interest or ownership in the Affiliate Products (or any portion thereof) or
it’s copyright, including, but not limited to, the right for Company to edit,
abridge, augment, title, or create a compilation or derivative work from my
Appearance in whole or part as Company may elect in its sole discretion.
Notwithstanding the foregoing, Company shall not use Affiliate’s Appearance or
the Affiliate Products to market the Products or Affiliate Program if this
Agreement is terminated.

9.              
Policies and Pricing.

(a)           
Referred Customers who buy Products through the
Affiliate Program will be deemed to be customers of Company. Accordingly, all
of our rules, policies, and operating procedures will apply to Referred
Customers. Company may change its rules, policies, or operating procedures at
any time without prior notice to Affiliate or Referred Customers.

(b)           
Company shall determine, in its sole discretion, the
prices to be charged for the Products sold under the Affiliate Program. Prices
and availability of Products may vary from time to time, without prior notice
to Affiliate or Referred Customers.

10.           
E-mails and Publicity. Affiliate shall not create, publish, transmit or distribute, under
any circumstances, any bulk electronic mail messages (also known as “SPAM” mail)
without prior written consent from Company. Affiliate may only send e-mails
containing Links or any message in connection with Company or the Affiliate
Program to person(s) who have consented to such communication. Affiliate’s
failure to abide by this section, or any applicable law in this regard, will be
deemed a material breach of this Agreement by Affiliate and foreclose any and
all rights you may have to any Commission.

11.           
Representations and Warranties of Affiliate. Affiliate represents and warrants to Company as follows:

(a)           
This
Agreement has been duly and validly executed and delivered by Affiliate and
constitutes Affiliate’s legal, valid, and binding obligation, enforceable
against Affiliate in accordance with its terms.

(b)           
Any
information Affiliate provides in connection with Affiliate’s participation in
the Affiliate Program will be true and correct.

(c)           
The
execution, delivery, and performance by Affiliate of this Agreement and the
consummation by Affiliate of the transactions contemplated hereby shall not,
with or without the giving of notice, the lapse of time, or both, conflict with
or violate (i) any provision of law, rule, or regulation to which Affiliate is subject,
(ii) any order, judgment, or decree applicable to Affiliate or binding upon
Affiliate’s assets or properties, (iii) any provision of Affiliate’s by-laws or
certificate of incorporation, or (iv) any agreement or other instrument
applicable to Affiliate or binding upon Affiliate’s assets or properties.

(d)           
Affiliate
is the sole and exclusive owner of the Affiliate’s trademarks (if any) and has
the right and power to grant to Company the license to use Affiliate’s
trademarks in the manner contemplated herein, and such grant does not and will
not (i) breach, conflict with, or constitute a default under any agreement or
other instrument applicable to Affiliate or binding upon Affiliate’s assets or
properties, or (ii) infringe upon any trademark, trade name, service mark,
copyright, or other proprietary right of any other person or entity.

(e)           
No
consent, approval, or authorization of, or exemption by, or filing with, any
governmental authority or any third party is required to be obtained or made by
Affiliate in connection with the execution, delivery, and performance of this
Agreement or the taking by Affiliate of any other action contemplated hereby.

(f)            
There
is no pending or, to the best of Affiliate’s knowledge, threatened claim,
action, or proceeding against Affiliate, or any associate of Affiliate, with
respect to the execution, delivery, or consummation of this Agreement, or with
respect to Affiliate’s trademarks, and, to the best of Affiliate’s knowledge,
there is no basis for any such claim, action, or proceeding.

(g)           
During
the Term, Affiliate will not include in Affiliate’s Site content that is, in Company’s
reasonable discretion, unlawful, harmful, threatening, defamatory, obscene,
harassing, racially, ethically, or otherwise objectionable or which is in
violation of Company’s branding guidelines, Terms of Service or Acceptable Use Policy.

(h)           
To
the fullest extent within Affiliate’s control, each Referred Customer and each
Qualifying Purchase referred or submitted by Affiliate to Company, is valid,
genuine, unique, not fraudulent and meets each of the criteria for generating
Commission as provided in this Agreement.

(i)            
Affiliate has independently evaluated the desirability of
participating in the Affiliate Program and is not relying on any
representation, guarantee, or statement other than as set forth in this
Agreement.

(j)            
AFFILIATE HAS READ THIS AGREEMENT AND AGREE TO BE BOUND BY
ITS TERMS AND CONDITIONS.

12.           
Term and Termination.

(a)           
Term. The term of this
Agreement shall commence upon Company’s written notice to Affiliate of
Company’s acceptance of Affiliate into the Affiliate Program and shall continue
until this Agreement is terminated pursuant to this Section (the “Term”).

(b)           
Termination
for Convenience. This
Agreement may be terminated by either party for any reason or no
reason, with immediate effect, upon the issuance of written notice to the other
party.

(c)           
Termination for Cause.
Company
may terminate this agreement for Cause upon written notice with immediate
effect. “Cause” shall be defined as
Client’s material breach of this Agreement, which Client fails to cure within 7
days of receiving written notice from Company, or (ii) Affiliate’s filing for
protection under bankruptcy laws, making of an assignment for the benefit of
creditors, appointing or suffering appointment of a receiver or trustee over
Client’s property, filing of a petition under any bankruptcy or insolvency act
or having any such petition filed against it which is not discharged within
sixty (60) days of the filing thereof.

(d)           
Obligations
Upon Termination.

                                                  
i.     Affiliate.
Affiliate must, immediately upon notice of termination pursuant to this
Section, (i) remove and disable any Link currently displayed on the Affiliate
Site, and (ii) to the extent applicable, remove any references to Company from
the Affiliate Site, including, but not limited to, information about the
Affiliate Program or the relationship of the parties created by this Agreement.

                                                
ii.     Company. Upon
any termination, Company may withhold Affiliate’s final payment of Commission
for such reasonable time as is necessary to confirm that that (i) all Qualified
Purchases are valid (and not subject to any exclusion set forth in Section
3(b)), and (ii) all payments from Referred Customers are valid, as determined
by Company in its sole discretion. Upon confirmation of the foregoing, Payment
shall issue to Affiliate within five (5) business days.

13.           
Indemnification. Affiliate shall
indemnify and hold harmless each of Company and its affiliates, and the
directors, officers, employees, customers, licensors, and contractors of
Company and such affiliates, and the successors and assigns of any of the
foregoing (the “Company
Indemnitees”), from and against any and all
liabilities, damages, settlements, claims, actions, suits, proceedings,
penalties, fines, costs and expenses (including, without limitation, reasonable
attorneys’ fees and other expenses of litigation)
incurred by any Company Indemnitees resulting from breach by Affiliate of any
of its obligations, representations or warranties in this Agreement.

14.           
Remedies. Each of the parties hereto acknowledges and agrees
that, in the event of any breach of any covenant or agreement contained in this
Agreement by the other party, money damages may be inadequate with respect to
any such breach and the non-breaching party may have no adequate remedy at law.
It is accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent breaches
by the other party hereto of any covenant or agreement of such other party
contained in this Agreement.

15.           
Limitation on Liability.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THIS AGREEMENT, IN NO EVENT WILL COMPANY BE LIABLE TO AFFILIATE OR TO
ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT
COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY’S
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF
OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
EXCEED THE AGGREGATE AMOUNTS PAID TO COMPANY PURSUANT TO THIS AGREEMENT IN THE
SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Notwithstanding anything to the contrary in this
Agreement, in no event will Company have liability to the Affiliate in excess
of the aggregate amount of COMMISSION paid to AFFILIATE pursuant to this
Agreement.

16.           
Confidentiality.
Company and Affiliate hereby acknowledge that they are aware that during this
Agreement, Company may expose Affiliate to and/or allow it to have access
and/or that it may otherwise be exposed to confidential information of Company,
including, but not limited to, business affairs, goods and services, confidential
information and materials comprising or relating to Intellectual Property
Rights, trade secrets, third-party confidential information and other sensitive
or proprietary information, Company’s records, books, data, either party's
accounts, employees, development (including Affiliate and prospect lists),
sales activities and procedures, promotional and marketing techniques, pricing,
marketing or business plans and strategies, financing, development and
expansion plans and credit and financial data concerning Affiliates and
suppliers and all other business information involving either party, or other
information deemed by to be confidential (all collectively, the “Confidential Information”), and Affiliate agrees to keep this information of
Company strictly confidential at all times. Confidential Information shall not
include information that (a) is or becomes part of the public domain through no
act or omission of Affiliate; (b) was in Affiliate’s lawful possession prior to
the disclosure; or (c) is lawfully disclosed to Affiliate by a third party not
restricted from disclosing such information. Affiliate acknowledges that it is
aware that the disclosure of the Confidential Information will cause damage and
loss to Company. All Confidential Information shall remain the exclusive
property of the Company. Affiliate undertakes not to make any use of the
Confidential Information except as is necessary to perform its obligations
under this Agreement. Notwithstanding the foregoing if a subpoena or other
legal process seeking Confidential Information is served upon Affiliate,
Affiliate will, to the extent not prohibited by law, rule or order, notify
Company immediately and, to the maximum extent practicable prior to disclosure
of any Confidential Information, will, at Company’s request and reasonable
expense, cooperate in any lawful effort to contest the legal validity of such
subpoena or other legal process. Upon termination of this Agreement, or upon
request at any time, Affiliate shall promptly turn over to the other all
materials containing Confidential Information. Affiliate hereby expressly
acknowledges that any breach or threatened breach of any of its confidentiality
obligations under this Agreement may result in substantial, continuing, and
irreparable injury to Company, and hereby agrees that, in addition to any other
remedy that may be available to Company, Company may be entitled to seek
injunctive relief, or other equitable relief by a court of appropriate
jurisdiction in the event of any breach or threatened breach of Affiliate’s
confidentiality obligations under this Agreement. This section shall survive
termination of this Agreement for a period of one year.

17.           
Notices. All
notices, demands and communications permitted or required to be given hereunder
shall be in writing, and shall be delivered (i) personally, (ii) by United
States registered or certified mail, postage prepaid, (iii) by Federal Express
or other reputable international courier service regularly providing evidence
of delivery, or (iv) by PDF or similar attachment to an email, with written
confirmation of receipt. Any such notice to the other party shall be made to
the addresses as set forth in this Agreement. Either party hereto may change
the address to which such communications are to be directed by giving written
notice to the other party hereto of such change in the manner above provided.

18.           
Independent Contractors. The relationship of Affiliate and
Company established by this Agreement is that of independent contractors, and
nothing contained in this Agreement shall establish any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between the parties. Neither party shall have any authority to bind, or incur
any obligation or commitment on behalf of the other party.
Affiliate shall make no statements or representations which contracts this
Section.

19.           
Disclaimers.
Company
makes no express or implied warranties or representations with respect to the
Affiliate Program or any Products sold in connection with the Affiliate Program
(including, but not limited to, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of course of
performance, dealing, or trade usage). In addition, Company makes no
representation that the operation of the Website will be uninterrupted or error
free, and Company will not be liable for the consequences of any interruptions
or errors, including the tracking of information about Referred Customers
during the period of interruption.

20.           
Miscellaneous.

(a)           
Organization; Authority;
Binding Effect. Each
party, if an entity, is duly organized, validly existing and in good standing
under the laws of the state of their formation, with full power and authority
to conduct its business as it is now being conducted, and each party has full
power and authority to own or use the properties or assets that it purports to
own or use. Each party has all right, power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
constitutes the legal, valid, and binding obligation of each party, enforceable
against such party in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

(b)           
Third Party Beneficiaries. The agreements contained herein are made
solely for the benefit of the parties to this Agreement and permitted
successors and assigns of such parties as specified herein, and shall not be
construed as having been intended to benefit any third party not a party to
this Agreement.

(c)           
Entire Agreement. This
Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matters herein, and supersedes and replaces
any prior agreements and understandings, whether oral or written between them
with respect to such matters.

(d)           
Modification. Company may modify any of the terms
contained in this Agreement at any time in Company’s sole discretion. Such
modifications shall take effect when posted. Company may, but is not required
to, notify you of any changes made to this Agreement. Modifications may
include, but are not limited to, changes in the scope of available Commission,
Commission amounts or percentages, available Methods of Payment, the timing of
Payments, or Affiliate Program rules. If any modification is unacceptable to
Affiliate, Affiliate’s only recourse shall be to terminate this Agreement.
Affiliate’s continued participation in the Affiliate Program following
Company’s posting of a change in the terms of this Agreement on the Website
shall constitute binding acceptance of any such change.

(e)           
No Implied Waivers. The failure of either party at any time
to require performance by the other party of any provision hereof shall not
affect in any way the right to require such performance at any time thereafter,
nor shall the waiver by either party of a breach of any provision hereof be
taken or held to be a waiver of any subsequent breach of the same provision or
any other provision.

(f)            
Assignment. Neither Affiliate nor Company shall
assign all or any portion of this Agreement without the prior written consent
of the other party.

(g)           
Severability. In the event that any one or more of the
provisions, or parts of any provisions, contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect by a
court of competent jurisdiction, except in those instances where removal or
elimination of such invalid, illegal or unenforceable provision or provisions
would result in a failure of consideration under this Agreement, such invalid,
illegal or unenforceable provision shall be enforceable to the maximum extent
possible under applicable law and shall not affect any other provision hereof.

(h)           
Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws
of New York, applicable to contracts between residents of New York entered into
and to be performed entirely within New York.

(i)            
Dispute Resolution. Any dispute between the parties arising
from this Agreement or related thereto shall be settled exclusively by final
and binding arbitration, conducted by a single arbitrator in accordance with
the rules of before the American Arbitration Association (“AAA”) then in effect. The arbitration shall take place in New York
City and the parties shall have the right to participate by teleconference or
telephone. If the parties shall unanimously agree, they may select an
arbitrator. If not, arbitrator(s) shall be appointed by the AAA as per its
applicable rules then in effect. The decision of the arbitrator shall be final,
conclusive, and binding upon the parties hereto and may be entered in any court
of applicable jurisdiction. Notwithstanding
the agreement of the parties to arbitrate controversies or claims as set
forth above, the parties may apply to a court of competent jurisdiction to seek
to enjoin preliminarily or permanently any breach or threatened breach of this
Agreement.

(j)            
Waiver of Jury Trial. The parties hereby irrevocably waive
their respective rights to trial by jury of any cause of action, claim,
counterclaim or cross-complaint in any action or other proceeding brought by
any party hereto against any other party or parties hereto with respect to any
matter arising out of, or in any way connected with or related to, this
Agreement or any portion thereof, whether based upon contractual, statutory,
tortious or other theories of liability.