Affiliate Program

bebeautiful Affiliate Standards

To participate in the bebeautiful Affiliate Program, we ask that you adhere to the following requirements:

• Ensure the development, operation and maintenance of your site and technical accuracy of all site contents
• Ensure your site complies with all applicable copyright and other laws
• Ensure that your e-mails and newsletters comply fully with all applicable laws and regulations
• Notify bebeautiful and the Google Affiliate Network of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the Terms and Conditions of the bebeautiful Affiliate Program Agreement.

bebeautiful will not accept any affiliates whose web sites promote, link to and/or engage in any of the following:

• Violence or hate-oriented speech
• Discrimination based on race, sex, age, religion, nationality, disability or sexual orientation
• Libel, defamation or material that, in our sole judgment, is harassing
• Misrepresent themselves as a bebeautiful web site by using the “look and feel of” or text from our site
• Include “bebeautiful” or variations or misspellings thereof in their domain names
• Otherwise violate intellectual property rights of bebeautiful or its affiliates
• Unsolicited commercial e-mail (Spam) or trademark infringement
• Or any type of misleading, fraudulent or illegal activity

bebeautiful Marketer Specific Terms

Please read this document carefully.

These Marketer Specific Terms (the “Agreement”) contains terms and conditions that apply to your

participation as an Affiliate in Bebeautiful.com’s Affiliate Program through tng  worldwide (“the Program”),

and the establishment of links from your Web site to our Web site at www.bebeautiful.com. As used in this

Agreement, “we” and “our” mean Bebeautiful.com, a division of Bebeautiful, and its parent and related

entities (collectively, “Bebeautiful”), and “you” and “your” mean the Affiliate applicant. By submitting your

Affiliate Application and participating in the Program you are confirming that you have read this

Agreement and you agree to be bound by these terms and conditions. This Agreement supplements the

agreement you have previously executed with Tng  worldwide To the extent that any of the terms or

conditions set forth in this Agreement conflict with those set forth in your agreement with Tng  worldwide, this

Agreement shall control.

1. Enrollment in the Program.

To begin the enrollment process, you must submit a complete

Affiliate Application via our site through the Tng  worldwide performance-based marketing network of

online distribution channels (the “Tng  worldwide Network”). We will evaluate your application and will notify

you of your acceptance or rejection for participation in the Program. We may reject your application if we

determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable

sites include, but are not limited to, those that:

• Promote violence or hate toward any persons or groups;

• Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation;

• Promote illegal activities;

• Violate any federal, state or local law (including privacy and “spam” laws);

• Contain material that, in our sole judgment, is defamatory, fraudulent or harassing;

• Misrepresent themselves as a Bebeautiful Web site by using the “look and feel” of or text from our site;

• Include “Bebeautiful” or variations or misspellings thereof in their domain names;

• Otherwise violate intellectual property rights of Bebeautiful or its affiliates;

• Do not clearly state an online privacy policy to their visitors;

• Require a user name and password to access;

• Are non-US based sites or are sites that primarily serve a non-US based audience;

• Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to

our site;

• Otherwise are considered (in our sole judgment) offensive or inappropriate;

• Excessively use pop-ups;

• Require downloads and/or unknowingly download software to visitors’ computers;

• Link to or provide a portion of their commission or affiliate benefits to sites or organizations that

violate any of the above criteria;

• Are under construction; or

Employees, family members of employees, or any entities directly or indirectly owned or controlled by

employees or family members of Bebeautiful Corporation or its subsidiaries, suppliers of Bebeautiful and advertising,

promotion and fulfillment agencies of Bebeautiful are not permitted to be affiliates.

Our acceptance criteria are subject to change at any time without prior notice.

If your Application is not accepted, you may reapply to the Program at any time.

 If you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement as well as your

agreement with Tng  worldwide. You should also note that if you are accepted to participate in the Program and

your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the

Program, we may terminate this Agreement and you may no longer link to our site. You must notify us if

the nature of your site changes in any material way.

2. Offers.

a. From time to time, we may post on the Tng  worldwide Network specific offers (“Offers”) to pay members

of the Tng  worldwide Network a specified referral fee on sales of Qualifying Products (as defined below) to

third parties through a Qualifying Link. “Qualifying Link” means a link from your site to our site using

one of the URLs or graphic links specified in the Offer and provided by Bebeautiful (through the Tng  worldwide

Network) for use in the Program if it is the last link to our site that the Customer uses before purchasing a

product on our site.

b. The terms of an Offer, as posted on the Tng  worldwide Network or otherwise communicated to you, shall

be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency

between the terms of the specific Offer and the terms of this Agreement, the terms of the

Offer shall govern.

c. At any time prior to you providing a Qualifying Link, we may with or without notice (a) change,

suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad

provided to you pursuant to an Offer. You agree to promptly implement any request from Bebeautiful to

remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with

an Offer.

d. You are only allowed to use Bebeautiful promotion codes that are communicated specifically to you via the

Tng  worldwide Network on behalf of Bebeautiful. If you use Bebeautiful promotion codes from other sources (e.g.,

Bebeautiful e-mails or other partner communications), we may terminate this Agreement and remove you

from the Program.

3. Links on Your Site.

a. Links Provided by Bebeautiful. If you are accepted into the Program, we will make available to you

Qualifying Links that, subject to the terms and conditions of this Agreement, you may display as often and

in as many areas on your site as you desire. The Qualifying Links will serve to identify your site as a

member of the Program and will establish a link from your site to ours. All Qualifying Links that you will

use in the Program will be provided to you from the Tng  worldwide Network’s or Bebeautiful’s network servers or

by other means selected by us. You also agree that you will display in your site only those graphic images

(indicating a Qualifying Link) that are provided by us, and you will substitute such images with any new

images provided by us from time to time throughout the term of this Agreement. Only valid Qualifying

Links generated by the Tng  worldwide Network will be tracked for purposes of determining referral fees that

you may be eligible to receive on sales of Qualifying Products generated through your site.

b. Additional Requirements. As a condition to your acceptance and participation in the

Program, you agree to not undertake or engage in the following practices, and any violation of this Section

shall be deemed a material breach of this Agreement and may result in immediate termination from the

Program:

• use the Bebeautiful name, or any variation thereof, in any manner not expressly authorized by this

Agreement;

• use or otherwise incorporate the word “Bebeautiful” or variations or misspellings thereof in the domain

name(s) of your site(s), on any meta tags of Web pages comprising your site(s), in hidden text or source

code, or in searchable keywords;

• bid on Bebeautiful brand keywords or keyword strings (e.g., ‘bebeautiful’, ‘bebeautiful.com’, ‘bebeautiful clearance’, ‘bebeautiful

weekly ad’, ‘bebeautiful baby’, ‘bebeautiful store’) in pay-per-click search engines.

• engineer your site in such a manner that pulls Internet traffic away from Bebeautiful.com via natural search

optimization. Techniques include:

-Utilizing “bebeautiful” in any of the fields listed page title, URL, meta keyword/description.

• use Bebeautiful’s merchandiser datafeed on a site other than the site we have approved pursuant to the

Program;

• distribute Bebeautiful’s merchandiser datafeed to a third party shopping site (e.g., Yahoo!, MSN, eBay,

Google Products, AOL) regardless of whether or not we are already advertising our products on that site;

• attempt to modify or alter our site in any way;

• make any representations, either express or implied, or create an appearance that a visitor to your site is

visiting our site, e.g., “framing” the Bebeautiful.com site, without our prior written approval;

or

• “scrape” or “spider” the Bebeautiful.com site or any other Bebeautiful Web site for content (such as images, logos

or text).

In addition, you agree to add Bebeautiful brand terms as a negative to your campaign to avoid broad/phrase

matching. This will help eliminate any appearances of Bebeautiful.com due to your match type.

If your site donates any portion of its referral fees to any school, foundation or other charitable

organization, you may not state or imply that Bebeautiful endorses such activities or is responsible in any way

for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site.

c. Compliance with the Agreement. We have the right in our sole and absolute 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, and you agree to provide us with unrestricted access to your site for such purpose.

4. Your Responsibilities.

You will be solely responsible for the development, operation and maintenance

of your site and for all content that appears on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;

• the accuracy, timeliness and appropriateness of content posted on your site (including, among other

things, all product-related materials);

• ensuring that your site complies with all applicable copyright and other laws;

• ensuring that your site does not to employ the use of any type of software download or technology that

intercepts or re-directs traffic or referral fees to or from any other website without the written consent of

merchant;

• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party

(including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);

• ensuring that content posted on your site is not libelous or otherwise illegal;

• ensuring that your e-mails and newsletters, if any, fully comply with all applicable laws and regulations,

including the CAN-SPAM Act (affiliates must receive prior approval from us before including Bebeautiful logos

or materials within e-mails); and

• notifying us and the Tng  worldwide Network of any malfunctioning of the Qualifying Links or other problems

with your participation in the Program in accordance with the terms of the Offer and this Agreement.

We disclaim all liability for all such matters. Further, you agree to defend, indemnify and hold us harmless

from all claims, damages, and expenses (including, without limitation, attorneys fees) relating to the

development, operation, maintenance or content of your site.

5. Order Processing.

We will process product orders placed by customers who follow special links from

your site to the Bebeautiful.com site in accordance with applicable legal requirements. We reserve the right to

reject orders that do not comply with any reasonable requirements that we periodically may establish.

We will be responsible for all aspects of order processing and fulfillment. Among other things, we will (i)

prepare order forms, (ii) process payments, cancellations and returns, and (iii) handle customer service. We

will track sales made to customers who purchase products using Qualified Links that you will generate

using the Tng  worldwide Network’s technology, from your site to our site, and reports summarizing this sales

activity will be available to you through the Tng  worldwide Network. The form, content, and frequency of the

reports are limited to those reports and capabilities available through the Tng  worldwide Network and may vary

from time to time in our and/or the Tng  worldwide Network’s reasonable discretion. Bebeautiful is not responsible

for any changes that the Tng  worldwide Network may make in reporting format, timing, or types of reports

available to members of the Tng  worldwide Network and Bebeautiful’s Affiliates. To permit accurate tracking,

reporting and fee accrual, you must ensure that the links between your site and our site are properly

formatted. Bebeautiful will not be responsible for improperly formatted links regardless of whether you have

made amendments to the code or not. In addition, we are unable to track or provide credit for sales from

customers that are referred to us with browsers that do not have their cookies setting enabled.

6. Referral Fees.
We will pay you referral fees on certain product sales to third parties generated

from our Bebeautiful.com Web site only. For a product sale to generate a referral fee, the customer must

• use a browser that has its cookies setting enabled;

• follow a Qualifying Link (in the format specified by us) from your site to the Bebeautiful.com site (if it is the

last link to our site that the customer uses before making the purchase);

• purchase the product using our automated online ordering system;

• accept delivery of the product at the shipping destination; and

• remit full payment to us.

Service invoice adjustments, reorders, gift certificates, Gift Cards, pharmacy products, Amazon.com

products, are not eligible to earn referral fees. We will not pay referral fees on any products that are added to a customer’s Shopping

Cart after the customer has re-entered our site (other than through a Qualifying Link from your site), even if

the customer previously followed a link from your site to our site. We also will not pay referral fees on

product sales resulting from your violation of this Agreement (e.g., sales generated from the use of brand

keyword bidding). Products that are entitled to earn referral fees under the rules set forth above are

hereinafter referred to as “Qualifying Products.”

7. Referral Fee Schedule.
You will earn referral fees based on the Net Price of Qualifying Products,

according to fee schedules to be established by us and communicated to you upon acceptance of the

Agreement. “Net Price” means the sale price listed online on our site (less any coupon or customer

discount) and excludes amounts collected by us for taxes, shipping, handling, rebates, gift-wrapping and

similar ancillary services, and amounts due to credit card fraud and bad debt.

8. Referral Fee Payment.
We will pay you referral fees on a monthly basis through the Tng  worldwide

Network as set forth in this paragraph. Following the end of each calendar month, you will receive a check

for the referral fees earned on products that were shipped during the previous month, less any taxes that we

are required by law to withhold. If a customer returns a Qualifying Product that generated a referral fee, we

will deduct the corresponding referral fee from your next monthly payment; if there is no subsequent

payment, we will send you an invoice for the referral fee, which invoice shall be payable by you within

thirty (30) days of your receipt of the invoice. All determinations of Qualifying Links and whether a

referral fee is payable will by made by the Tng  worldwide Network and will be final and binding.

9. Policies and Pricing.
Customers who buy products through the Program will be deemed to be

customers of Bebeautiful, without affecting their status as your customer. Accordingly, all of our rules, policies

and operating procedures concerning customer orders, customer service and sales will apply to those

customers when using our site. We may change our policies and operating procedures at any time in our

sole discretion. For example, we will determine the prices to be charged for products sold under the

Program in accordance with our own pricing policies. Product prices and availability may vary from time to

time. Because price changes may affect products that you already have listed on your site, you may not

include price information in your site unless it is used as part of Bebeautiful’s Merchandiser datafeed from the

Tng  worldwide Network. We will use commercially reasonable efforts to present accurate information, but we

cannot guarantee the availability or price of any particular product or the error-free or uninterrupted

operation of our site.

10. Term and Termination.

a. The term of this Agreement will begin upon our acceptance of your 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 five (5) days prior written notice of termination. In addition, we

shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or

conditions of this Agreement, or if we determine, in our sole discretion, that there are technical or

operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect

the implementation of the Program, or the orders/referrals were obtained fraudulently or through

misrepresentation, in which case we reserve the right to withhold payment of associated referral fees

pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall

also terminate any outstanding Offer. However, all rights to payment, causes of action and any provisions

that by their terms are intended to survive termination, shall survive termination of this Agreement.

b. Either party may terminate an Offer at any time by deleting its acceptance of the Offer through the

Tng  worldwide Network. Termination of a specific Offer shall not be deemed to terminate any other Offers.

c. Upon termination of this Agreement, you will immediately cease use of, and remove from your

site, all links to our site and all Bebeautiful related content.

d. Upon termination or expiration of this Agreement, you agree to return to Bebeautiful any and all

documents or other media embodying Bebeautiful’s Image or Marks. Upon termination, the licenses granted

herein and all other rights granted under this Agreement shall terminate except as outlined in Section 10(e)

below.

e. The following terms and conditions of this Agreement shall survive the expiration or termination

of this Agreement: (i) any payment and record keeping obligations as outlined in Section 10(f) below, (ii)

any warranties or disclaimers of warranty, (iii) any indemnification obligations, (iv) any limitations on

liability, (vi) any restrictions on use or disclosure of User Information, and (viii) any other provision which,

by its terms, is intended to survive the expiration or termination of this Agreement or which provides for

any activity, obligation or right following the expiration or termination of this Agreement, including, but

not limited to: (1) the use of the Bebeautiful name, or any variation thereof, in any manner not expressly

authorized by us; (2) the creation, publication or distribution of any materials, written or verbal, that makes

reference to Bebeautiful or any individual within Bebeautiful, without first submitting such material to us and

receiving our prior written consent, which we may withhold in our sole discretion, as outlined in Section 11

below; and (3) you may not use the Licensed Materials or the Bebeautiful name to disparage Bebeautiful, its products

or services, or in a manner that, in our sole judgment, may diminish or otherwise damage the goodwill in

our name and the Licenses Materials. Upon termination, Bebeautiful referral information, if necessary, will be

given to you upon request.

f. You are only eligible to earn referral fees on sales of Qualifying Products occurring 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 by a customer. In addition, we may invoice you for referral

fees that were paid to you prior to termination if those referral fees relate to Qualifying Products that are

subsequently canceled or returned by a customer. In the event any other overpayment is made by us, you

agree to promptly remit such excess payment upon notification by us. We may withhold your final payment

for a reasonable time to ensure that the correct amount is paid.

11. Publicity.
You shall not create, publish, distribute, or permit any written or verbal material (e.g., press

releases, marketing material or screen shots) that makes reference to us or any individual employee of us

without first submitting such material to us and receiving our prior written consent, which we may withhold

in our sole discretion.

12. Licenses and Use of the Bebeautiful Logos and Trademarks.

a. We grant you a non-exclusive, non-transferable, revocable license to (i) access our site through the

Qualifying 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 designated in the

Offer (collectively, the “Licensed Materials”), only as provided to you through the Tng  worldwide Network and

solely for the purpose of generating the sale of Bebeautiful products from your site.

You acknowledge that this Agreement does not provide you with any intellectual property rights in the

Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the

Licensed Materials and all of our other proprietary rights. You may not sublicense, assign or transfer any

such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or

transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in

our sole and absolute discretion.

b. You shall not make any specific use of any Licensed Materials for purposes other than generating

the sale of Bebeautiful products from your site without first submitting a sample of such use to us and obtaining

our prior written consent, which we may withhold in our sole and absolute discretion. Without limiting the

foregoing, you may not use any Licensed Materials in direct mail or e-mail without first submitting a

sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and

absolute discretion.

c. Your license to use the Licensed Materials is also subject to the following guidelines:

• You may use the Licensed Materials only for purposes expressly authorized by us.

• You may not alter, modify, or change the Licensed Materials in any way; for example, you may not

change the proportion, color, or font of any trademark.

• You may not display the Licensed Materials in any manner that implies our sponsorship or endorsement

of your products, services or site outside of your involvement in the Program.

• You may not use the Licensed Materials to disparage Bebeautiful, its products or services, or in a manner that,

in our sole judgment, may diminish or otherwise damage the goodwill in our name and the Licensed

Materials.

• Each Bebeautiful trademark must appear by itself and must be surrounded by sufficient empty space on all

sides in order to avoid unintended associations with any other objects (including, without limitation, type,

photography, borders and edges).

• You may not use the Licensed Materials as a feature or design element of any other logo.

• Your use of the “Bebeautiful” name or logo shall be in a manner that is clearly less prominent than that of your

products, trademarks, logos and/or site name.

• You must include the following notice on any materials you create that include the “Bebeautiful” logo:

The Daisy Bebeautiful are registered trademarks of Bebeautiful Brands, Inc.

• You may only include Licensed Materials in e-mails and newsletters that are approved in advance by us

and are fully compliant with all applicable laws and regulations, including the CANSPAM

Act.

• You may not copy any image on our site except for those links specifically provided to you under this

Agreement.

We reserve the right in our sole discretion to modify these guidelines at any time upon prior written notice

and the right to take action against any use that does not conform to these guidelines.

d. You understand and agree that Bebeautiful Brands, Inc., a related company of Bebeautiful, owns the

Licensed Materials and may be a necessary party in any undertaking to enforce this Agreement.

13. Disclaimers.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS

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 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.

14. Representations and Warranties.
You hereby represent and warrant to us as follows:

a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in

accordance with its terms, and you agree not to contest the validity or enforceability of this Agreement

under the provisions of applicable law relating to whether certain agreements are to be in writing or signed

by the party to be bound thereby.

b. Any material displayed on your 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, anti-discrimination or false advertising; (vi) promote

violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality,

sexual orientation or disability; or (viii) contain viruses, trojan horses, worms, time bombs, cancelbots or

other similar harmful or deleterious programming routines.

15. Confidentiality.
Except as otherwise provided in this Agreement or with our prior written consent,

you agree that all information including, without limitation, the terms of this Agreement, our business and

financial information, our customer lists, and our pricing and sales information, shall remain strictly

confidential 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 through a source or sources other than you or your affiliates. Notwithstanding the foregoing,

you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or

administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c)

otherwise as required by applicable law, rule, regulation or legal process.

16. Limitation of Liability.
We will not be liable for indirect, special, exemplary, consequential or

incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement, the

Program or the Tng  worldwide Network, even if we have been advised of the possibility of such damages.

Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the

total referral fees paid or payable to you under this Agreement.

17. Indemnification.
You acknowledge that by entering into this Agreement, we do not assume and

should not be exposed to the business and operational risks associated with your business, or any aspects of

the operation or content of your Web site(s). Accordingly, you hereby agree to indemnify and hold

harmless us and our respective directors, officers, employees, agents, shareholders and members, from and

against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and

expenses (including court costs and reasonable attorneys fees) even if such claims are groundless,

fraudulent or false (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses

(or actions in respect thereof) arise out of or are based on (i) any breach or alleged breach of any

representation or warranty or breach of a covenant or agreement made by you herein, (ii) any claim arising

from or connected with any of the content or activities of your site (including without limitation any

activities or aspects thereof or commerce conducted thereon) or related business, or (iii) your misuse,

unauthorized modification or unauthorized use of the services or materials provided by us or Tng  worldwide

hereunder.

18. Modification.
We may modify any of the terms and conditions contained in this Agreement, at any

time and in our sole discretion, by posting a change notice or a new agreement on the Tng  worldwide Network

or otherwise communicating such change to you. Modifications may include, for example, changes in the

scope of available referral fees, fee schedules, payment procedures or Program rules. IF ANY

MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE

THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR

POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE TNG  WORLDWIDE NETWORK

WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

19. Independent Investigation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS

AGREEMENT AND AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT. 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 compete with your

Web site. You have independently evaluated the desirability of participating in the program and are not

relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. General.

a. No Agency. You and Bebeautiful are independent contractors, and nothing in this Agreement

(including any Offer) 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.

b. Governing Law; Venue. This Agreement has been made in and shall be construed and enforced in

accordance with 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 Oakland County, Michigan, and you irrevocably consent to the jurisdiction of such

courts.

c. Notice. Any notices required or permitted by this Agreement must be delivered to Bebeautiful via

registered mail to:

Bebeautiful.com

23202 Haggerty Road

Farmington Hills, MI 48335

Attention:  Shanon Avery

Affiliates Program Manager

with a copy to:

Bebeautiful

23202 Haggerty Road

Farmington Hills, MI 48335

Attention:  Mark Losey

Vice President, o f Marketing

Any notices required or permitted by this Agreement or communications in connection with the Program

will be sent to you by Bebeautiful via e-mail at the address you provided in your Affiliate Application.

d. Severability; Interpretation. 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 provision may be invalid or unenforceable in whole or in part. In the

event of an inconsistency between the terms of this Agreement and the Tng  worldwide Insertion Order Terms and Conditions, the terms of this Agreement shall govern.

e. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. 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.

f. Waiver. 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.

g. Equitable Relief. The parties agree that any breach of either of the party’s obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party’s obligations regarding trademarks, service marks, trade names,confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.

h. Force Majeure. You acknowledge that Bebeautiful’s and the Tng  worldwide Network’s servers, equipment, and services (e.g., tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond Bebeautiful’s and the Tng  worldwide Network’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement.

i. Survival. Section 10 (Term), 15 (Confidentiality), 16 (Limitation of Liability), 17

Bebeautiful.com Marketer Specific Terms 9

(Indemnification) and 20 (General), including all subsections thereof, shall survive any termination of this Agreement.

Last update: February 26, 2010