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Affiliate Agreement

The Make-UpUSA.com Affiliate Program Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Program of Make-UpUSA.com. The establishment of links from your web site to our web site, http://www.Make-UpUSA.com, as used in this Agreement, "we" or "us" means Make-upUSA.com. "You" or "your" means the applicant, and "Products" means any item offered for sale on the Make-UpUSA.com web site.

1. Enrollment in the Make-upUSA.com Affiliate Program. To begin the enrollment process, you will submit a complete Affiliate Program Application. We have the option to evaluate your site and may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Make-UpUSA.com Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").

2. Utilizing Our Links on Your Site. As an affiliate site ("Affiliate Site"), we will make available to you banner advertisements, product links, button links and/or text links to our site, containing Make-UpUSA.com's logo and words identifying Make-upUSA.com (collectively referred to herein as "Link(s)" ), which subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links and shall display such graphic images prominently throughout your site. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will process orders placed by customers who follow the Links from your site to the Make-UpUSA.com. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through the Make-UpUSA.com Affiliate Program. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

4. Affiliate Commissions. We will pay you a commission equal to 15 percent (15%), (the "Commission Rate") of the Net Sales to us by users of your site who purchase Make-UpUSA.com products utilizing the Links between our site and your site, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping and similar charges ("Net Sales"). The Commission Rate is subject to change at any time or from time to time, at our sole and absolute discretion. You will be notified of any change in the Commission Rate, pursuant to the provisions of Section 11 of this Agreement. Net Sales will also be reduced for amounts due to credit card fraud, bad debts and credits for returned goods. A commission will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. You will also receive 5% commission of the revenue from orders placed through the Affiliate Sites of those sub-Affiliates which you have sponsored into the Make-UpUSA.com Affiliate Program. Affiliate commissions will only be paid on sales which are made through qualified Affiliates.

4a. Enrollment in the Makeup USA Dropship Program: To begin the enrollment process, you will need to submit your order for the dropship program and then complete the Affiliate/Tracking Program Application. In the URL field type http://www.makeupUSA.com (note, there is not a dash between makeup). We will pay you a commission equal to 30 percent (30%), (the "Commission Rate") of the Net Sales to us by users of your site who purchase Make-UpUSA.com products utilizing the Links between our site and your site, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping and similar charges ("Net Sales"). Net Sales generated through your site will be reduced for amounts due to credit card fraud, bad debts and credits for returned goods.

Only Beauty Products that are sold by us (to users of your site through Links to our site), shipped to a customer and for which we have received full payment will qualify for a commission. For a sale to generate a commission, the customer must follow the Link from your site to our site, purchase the product or products in question using our online ordering system, or mention your name should they phone an order in, accept delivery of the item at the shipping destination, and remit full payment to us.

5. Commission Payment. We will pay you commissions on a monthly basis. Approximately forty-five (45) days following the end of each month, we will send you a check for the commissions earned on Make-UpUSA.com that we shipped during that month, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than twenty five dollars ($25.00) (the "Commission Payment Floor"), we may hold those commissions until the total amount due is at least equal to the Commission Payment Floor. If a product that generated a commission is returned by the customer, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which bill must be paid upon receipt. The Commission Payment Floor is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Payment Floor, pursuant to the provisions of Section 11 of this Agreement.

6. Policies and Pricing. Customers who buy a Beauty Product through the Make-UpUSA.com Program will be deemed to be customers of Make-UpUSA.com. Accordingly, all Make-UpUSA.com rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for a product sold under the Make-UpUSA.com Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product. Because we import many of our products from Europe, prices can fluctuate at times depending on the value of the dollar to the Swiss and Belgian Franc.

We reserve the right to collect information from customers regarding customers' preferences, and to use such information in connection with any online or offline offering or any electronic mail offering directed to a customer. Make-UpUSA.com is committed to protecting the privacy of its customers.

7. Non-Exclusive Limited License and Use of Make-UpUSA.com Logos and Trademarks. We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of selling Make-UpUSA.com products on your site. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Make-UpUSA.com Affiliate Program.

You shall not make any specific use of any Licensed Materials for purposes other than selling Make-UpUSA.com products without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Make-UpUSA.com in an negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Section 11 of this Agreement. You shall obtain no rights in and to the Licensed Materials.

The license in this Section 7 shall terminate upon the effective date of the expiration or termination of this Agreement.

8. Non-Exclusive Limited License and Use of Vendor Images. All images, trademarks, service marks, product names, company names or logos appearing on the Make-UpUSA.com web site, other than the Licensed Materials owned by Make-UpUSA.com, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names or logos, including the reproduction, modification, distribution or republication of same, without the prior written permission of the owner of same, is strictly prohibited.

Make-UpUSA.com has been granted permission to utilize, and to grant to others the right to utilize, certain images (the "Vendor Image(s)") in Make-UpUSA.com's merchandising and marketing endeavors. We hereby grant you a non-exclusive, non-transferable, revocable right to use the Vendor Images, solely for the purpose of selling products on your site for Make-UpUSA.com, in accordance with our Affiliate Program. You may not reproduce, alter, modify, distribute or republish any of the Vendor Images, except as permitted pursuant to this Agreement. You are only entitled to use the Vendor Images to the extent you are a member, in good standing, of the Make-UpUSA.com Affiliate Program. You agree not to use the Vendor Images in any manner that is disparaging or that otherwise portrays Make-UpUSA.com or its Represented Manufacturers i.e.Colosé Cosmetics and Skin Care in a negative light. We reserve all of our rights as pertaining to the Vendor Images, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Section 12 of this Agreement. We reserve the right to discontinue the use of any Vendor Image for any reason, or for no reason, and elect to replace the image with an alternate image. Upon notice of any discontinuance of a license for a particular image, you shall immediately cease the publication, display, or use of such image. You shall obtain no rights in or to the Vendor Images.

You agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.

9. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree.

We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site.

10. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification. We may modify any terms or conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and the Make-UpUSA.com Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Make-UpUSA.com Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

12. Relationship of Parties. You and Make-UpUSA.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

You hereby grant us the right to issue press releases relating to the Make-UpUSA.com Affiliate Program and the fact that you are a member of the Make-UpUSA.com Affiliate Program, without seeking your prior consent. We agree to portray your involvement in the Make-UpUSA.com Affiliate Program accurately and in a manner that we believe to be in good taste.

13. Limitation of Liability. We 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 Make-UpUSA.com Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Make-UpUSA.com Affiliate Program will not exceed the total commissions paid or payable to you under this agreement.

14. Disclaimers. We make no express or implied warranties or representations with respect to the Make-UpUSA.com Affiliate Program or any products sold through the Make-UpUSA.com Affiliate Program (including, without limitation, or any implied warranties arising out of a course of performance, dealing, or trade usage.) In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

16. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Make-UpUSA.com Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for your site and not generally available to other members of the Make-UpUSA.com Affiliate Program, web site, business and financial information relating to Make-UpUSA.com customer and vendor lists relating to Make-UpUSA.com and pricing and sales information for Make-UpUSA.com and any members of the Make-UpUSA.com Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

17. Indemnification. You hereby agree to indemnify, defend and hold harmless Make-UpUSA.com its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Make-UpUSA.com Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) or any claim related to your site; or (iv) any unauthorized use of any Vendor Images, banner advertisements, product photo links, button links, text links or other artwork or materials supplied to you by us.

18. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MAKE-UPUSA.COM AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

19. Miscellaneous. This Agreement will be governed by the laws of the United States and the State of Michigan, 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 Northville, Michigan, Wayne County and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our 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. Our failure to enforce your 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.

20. This is a legal agreement between you and Make-UpUSA.com. By clicking on "Sign Up Now! at the end of this agreement you are affirmatively stating that you have read and understand the terms set forth herein and are affirmatively indicating your acceptance of this agreement and you agree to be bound by the terms thereof.

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