I. INTRODUCTION

A. Tend Skin
Tend Skin Company ("Tend Skin" or "we") is a Florida corporation in the business of selling and distributing various products, including cosmetic and other products.

B. The Program
The TendSkin.com Referral Program (the "Program") is exclusively owned and operated by Tend Skin.

C. This Agreement
This Agreement contains the complete terms and conditions that govern application for participation and participation in the Program. By applying for participation in the Program, you agree to be bound by all the terms and conditions of this Agreement.

D. Application to be a Participant
To apply to participate in the Program, you will need to complete our on-line application. Tend Skin will review your application and notify you via e-mail as to approval or non-approval of your application. If approved, you will be considered a "Participant" in the Program and for the purposes of this Agreement.

E. Standards for Application and Continuing Participation
Tend Skin reserves the right to reject any application for participation in the Program. Tend Skin also reserves the right to immediately terminate, without advance notice, any continued participation in the Program. The standards for rejection or termination from participation in the Program are if, in our sole discretion, any of the applicant's or participant's web sites contain or use material that we deem inappropriate, for any reason, for association with Tend Skin, with any of its brand names, and/or with the Program. Tend Skin undertakes no responsibility, however, to monitor or be responsible for any content of any Participant's web sites. Examples of inappropriate material include, without limitation:

1. Unauthorized Use of Tend Skin's Name and Brands
Inappropriate material includes, without limitation, any unauthorized use of "Tend Skin", or any of Tend Skin's brand names, or any variations or misspellings thereof, in any web-site domain name, page address, meta-tag, or search keyword.

2. Inappropriate Discrimination Against Persons
Inappropriate material includes, without limitation, any material that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

3. Activities That Are Illegal Under Local Laws and Standards
Inappropriate material includes, without limitation, material that promotes activities that are illegal or would be illegal under the laws and standards of the United States of America and the State of Florida.

II. BANNER LINK

A. Tend Skin to Banner Links
Tend Skin will provide the Participant with the necessary HTML scripts along with instructions to add the scripts to web pages for displaying the Tend Skin banner ("Banner Link"). The HTML script dynamically loads the Tend Skin banner graphics to the web pages directly from Tend Skin's website when the pages are viewed.

Tend Skin may change the graphics and/or content of the Banner Link at any time.

The Participant may use the HTML scripts to display the Banner Link on any number of pages on the Participant's web site that Tend Skin has approved.

B. Limited License to Tend Skin's Banner Link
If an application for participation in the Program is approved, Tend Skin grants the Participant a non-exclusive, non-transferable, revocable license to display Tend Skin's Banner Link on the Participant's web sites, for the sole purpose of acting as a Participant in the Program. Any use of Tend Skin's names, trademarks, logos, and/or links for any purpose not provided for in the terms of this Agreement is strictly prohibited.

III. PARTICIPANT'S RESPONSIBILITIES

The Participant will be solely responsible for the development, operation, maintenance, and content of the Participant's web site;

The Participant represents and warrants to Tend Skin that the contents of the Participant's web site will not include illegal material and will not infringe upon or violate the rights of any third party;

The Participant will not present the Participant's web sites as a part of the TendSkin.com web site, but rather only as a Participant web site, independent of Tend Skin and the TendSkin.com web site. Participant may not issue any press release with respect to this Agreement or its participation in the Program. In addition, Participant will not in any manner misrepresent or embellish the relationship between Tend Skin and Participant, or express or imply any relationship or affiliation between Tend Skin and Participant or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Tend Skin or TendSkin.com supports, sponsors, endorses, or contributes money to any charity or other cause);

Except to the extent of the limited license herein, the Participant will not use any proprietary material from Tend Skin or the TendSkin.com web site without the prior written permission of Tend Skin; and

The Participant will indemnify and hold Tend Skin harmless against all claims, damages, or expenses relating to the Participant's development, operation, maintenance, and contents of the Participant web site.

IV. RESPONSIBILITIES OF TEND SKIN

Tend Skin will provide all necessary HTML code and graphic material necessary for Participant to establish Banner Links to TendSkin.com;

Tend Skin will use commercially reasonable efforts to present accurate product and pricing information, but cannot guarantee the availability or price of any particular product;

Tend Skin will process all orders for merchandise that are on terms acceptable to Tend Skin, and will be responsible for all activities related thereto;

Tend Skin will track and record all traffic and sales that result from the use of Banner Links on Participant's approved web page(s) to TendSkin.com; and

Tend Skin will periodically pay commissions to Participant as specified in this Agreement based on sales that result from the use of Banner Links on Participant's approved web page(s) to TendSkin.com,.

V. CUSTOMERS AND COMMISSIONS

A. Customers
Customers who buy products through the Program will be deemed to be customers of Tend Skin. Accordingly, all Tendskin.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Tend Skin may change its policies and operating procedures at any time. For example, Tend Skin will determine the prices to be charged for products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that Participant has listed on its site, prices must not be shown on Participant's web site.

B. Commission Qualification
To qualify for a commission, a customer's purchase must be (1) made by the customer during the same, uninterrupted session, tracked from the Banner Link to the TendSkin.com store, (2) paid for in full by methods acceptable to Tend Skin, (3) shipped by Tend Skin, and (4) not returned to Tend Skin for refund within 45 days of shipping to the customer.

C. Basis for Commission
The amount of the commission will be based on the aggregate total of the actual purchase price paid to us for merchandise (herein after referred to as "Net Sales"), and will exclude amounts paid to us for taxes, duties, shipping, handling, gift wrapping, packing materials, and similar charges not arising from the sale price of the merchandise itself.

D. Commission Rate
The commission rate for all items available for sale at TendSkin.com will be fifteen percent (15%) of Net Sales.

E. Commission Payment
Commission payments will be made quarterly on or about the following dates: March 31st, June 30th, September 30th, and December 31st. However, if the referral fees payable to you for any calendar quarter are less than Ten U.S. Dollars ($10), we will hold payment until the total amount due is at least Ten U.S. Dollars ($10) or, if earlier, as provided if this Agreement is terminated

F. Form of Payment
The Participant will have its payments made in the form of a Check drawn on a U.S. bank in U.S. funds mailed to it at the address provided on the application for participation in the Program

VI. DURATION AND TERMINATION

A. Duration of Agreement
This Agreement will continue until terminated by either Tend Skin or the Participant, except that the Agreement will continue in effect for the purposes of adjusting the rights of the parties. Either party may terminate this Agreement, with or without cause, at any time by e-mail notice of termination to the other party.

B. Effect of Termination
Upon the termination of this Agreement for any reason, Participant will immediately and permanently cease use of, and remove from any and all of its web sites, all links to Tend Skin's web sites, including all Banner Links, and all Tend Skin trademarks, trade dress, and logos, and all other materials provided by or on behalf of Tend Skin to Participant pursuant to this Agreement or in connection with the Program. Participant will not thereafter use any such materials. Participant will be eligible to earn referral fees only on our sales of Qualifying Products that occur during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Tend Skin may withhold Participant's final payment for a reasonable time to ensure that the correct amount is paid.

VII. OTHER IMPORTANT TERMS AND CONDITIONS

A. Modification of Agreement
Tend Skin may modify the terms of this Agreement at any time in its sole discretion. Participant will be notified via e-mail of any such changes. Participant's continued participation in the Program will constitute the Participant's acceptance of any such modifications. Termination of the Agreement will be Participant's sole recourse if it is not in agreement with any modifications.

B. Independent Contractor Relationship
Tend Skin and the Participant will have an independent contractor relationship, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

C. No Agency Relationship
The Participant will have no authority to make or accept any offers or representations on Tend Skin's behalf. Similarly, Tend Skin will have no authority to make or accept any offers or representations on the Participant's behalf.

D. No Assignment of this Agreement Without Prior Written Consent
The Participant cannot assign its obligations under this Agreement, by operation of law or otherwise, without Tend Skin's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

E. No Waiver
Tend Skin's waiver or failure to enforce Participant's strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

F. No Obligation Not to Compete
Tend Skin 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 Participant's web site.

G. Disclaimers
Tend Skin makes no express or implied warranties or representations in this Agreement with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Tend Skin makes no representation that the operation of its site will be uninterrupted or error-free, and it will not be liable for the consequences of any interruptions or errors.

H. Limitation of Liability to Participant
Tend Skin will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Tend Skin has been advised of the possibility of such damages. Further, Tend Skin's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the Participant under this Agreement.

I. Florida Governing Law and Forum Selection
Application to participate and participation in the Program under this Agreement will be governed by the laws of the United States of America and the State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Ft. Lauderdale, Florida, and the Participant irrevocably consents to the jurisdiction of such courts.

J. Independent Investigation
IN APPLYING TO PARTICIPATE IN THE PRORAM, YOU REPRESENT AND WARRANT TO TEND SKIN THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS.

COPYRIGHT 2002, TEND SKIN INTERNATIONAL, INC.

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