Affiliate Program Agreement

AFFILIATE PROGRAM AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDs.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WHITE ELEGANCE, INC. (WhiteElegance.com).

Affiliate Commissions will be 7% of online sales. Payout will NOT be processed and
sent until a minimum commission  of $100 has been earned. Thereafter, payouts will be
processed monthly and distributed by the end of the first week of each month.

Please read the terms and conditions of this affiliate program agreement
carefully before you join our program or begin marketing our program.
These terms and conditions are written in plain language intentionally
avoiding legalese to ensure that they may be clearly understood and
followed by affiliates. Each Affiliate is responsible for assuring that
its employees, agents and contractors comply with this agreement.

BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU
ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH
AND EVERY TERM AND CONDITION.

DEFINITIONS

As used in these terms and conditions: (i) “We”, “us”, or “our” refers
to White Elegance, Inc. and our website; (ii) “you” or “your” refers to the
Affiliate; (iii) “our website” refers to the White Elegance website located at
www.WhiteElegance.com; (iv) “your website” refers to any websites that you
will link to our website; (v) “Program” refers to the Merchant Affiliate
Program.

AFFILIATE OBLIGATIONS

ENROLLMENT

To begin the enrollment process, you will complete and submit the online
application. After receiving your application,
we will review your website and notify you of your acceptance or
rejection into our program. Please allow up 48 hours for your
application to be reviewed. The fact that we auto-approve applications
does not imply that we may not re-evaluate your application at a later time.

We reserve the right to reject any application for any reason, however
we encourage you to contact us if you feel we have made an incorrect
decision. Including all of the websites that you use in your profile
will help us make a better decision.

*WEBSITE RESTRICTIONS*

Your participating website(s) may not:

1. Infringe on our or any anyone else’s intellectual property,
publicity, privacy or other rights.

2. Violate any law, rule or regulation.

3. Contain any content that is threatening, harassing, defamatory,
obscene, harmful to minors, or contains nudity, pornography or sexually
explicit materials.

4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or
other computer programming routines that are intended to damage,
interfere with, surreptitiously intercept or expropriate any system,
data, or personal information.

5. Contain software or use technology that attempts to intercept, divert
or redirect Internet traffic to or from any other website, or that
potentially enables the diversion of affiliate commissions from another
website. This includes toolbars, browser plug-ins, extensions and add-ons.

LINKING TO WHITEELEGANCE.COM

Upon acceptance into the Program, links will be made available to you
through the interface. You will be able to review the Program’s details
and previously-published affiliate newsletters, download HTML code that
provides for links to web pages within our website and banner
creatives, browse and get tracking codes for our coupons and deals.

Your acceptance in our program means you agree to and abide by the
following.

1. You will only use linking code we provide you for each banner, text
link, or other affiliate link obtained from the affiliate interface
without manipulation.

2. We reserve the right, at any time, to review your placement and
approve the use of Your Links and require that you change the placement
or use to comply with the guidelines provided to you.

3. All domains that use your affiliate link must be listed in your
affiliate profile.

4. Your Website will not in any way copy, resemble, or mirror the look
and feel of our WhiteElegance.com. You will also not use any means to create the
impression that your website is our website or any part of our website
including, without limitation, framing of our website in any manner.

5. You may not engage in cookie stuffing or include pop-ups, false or
misleading links on your website. In addition, wherever possible, you
will not attempt to mask the referring url information (i.e. the page
from where the click is originating).

6. Using redirects to bounce a click off of a domain from which the
click did not originate in order to give the appearance that it came
from that domain (also known as cloaking) is prohibited.

If you are found redirecting links to hide or manipulate their original
source, your current and past commissions will be voided or your
commission level will be set to 0%. This does not include using “out”
redirects from the same domain where the affiliate link is placed.

7. The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary to make
sure that it is up-to-date and to notify you of any changes that we feel
should enhance your performance.

8. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You must
have express permission to use any person’s copyrighted material,
whether it be a writing, an image, or any other copyrightable work. We
will not be responsible (and you will be solely responsible) if you use
another person’s copyrighted material or other intellectual property in
violation of the law or any third-party rights.

9. You will not, in connection with this Agreement, display or reference
on your site, any trademark or logo of any third party seller appearing
on our website unless you have an independent license for the display of
such trademark or logo; use any data, images, text, or other information
obtained by you from us or our website in connection with this Agreement
only in a lawful manner and only in accordance with the terms of this
Agreement.

10. We grant you a limited, nonexclusive, non-transferable, revocable
right to use the graphic image and text solely for the purpose of you
participating in the Program. You may not modify the graphic image or
text in any way. All of our rights in the graphic image and text, any
other images, our trade names and trademarks, and all other intellectual
property rights are reserved. Should we decide to revoke your license,
we will give you notice.

11. You acknowledge our ownership of our licensed materials, agree that
you will not do anything inconsistent with our ownership and that all of
your use of the licensed materials will inure to the benefit of, and on
behalf of, the Program and, if requested, agree to assist us in
recording this Agreement with appropriate government authorities. You
agree that nothing is this Agreement gives you any right, title or
interest in the licensed materials other than the right to use the
licensed materials in accordance with this Agreement. You also agree
that you will not attack the our title to the licensed materials or the
validity of the Licensed Materials or this Agreement.

PPC GUIDELINES

1. You may not bid on any of our trademarked terms (which are identified
below), including any variations or misspellings thereof for search or
content-

based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other
network unless given written permission first from us.

2. You may not use our trademarked terms, including any variations or
misspellings as per #1 above, in sequence with any other keyword
(including, but not limited to ‘White Elegance Coupons’, ‘White Elegance Discount
Codes’, ‘White Elegance Promo’, etc).

3. You may not use our trademarked terms in your ad title, ad copy,
display name or as the display url.

4. You may not direct link to our website from any Pay Per Click ad or
use redirects that yield the same result. Customers must be directed to
an actual page on your website.

5. You may not bid in any manner appearing higher than us for any search
term in position 1-3 in any auction style pay-per-click advertising program.

6. If you automate your PPC campaigns, it is your responsibility to
exclude our trademarked terms from your program and we strongly suggest
you add our trademarked terms as negative keywords. We have a strict no
tolerance policy on PPC trademark bidding. If discovered brand bidding
on PPC campaigns, you will be sent an email asking to remove the ads in
question within 24 hours. If the ads are not removed within 24 hours you
will be removed from the program permanently and all commissions
associated with the violations will be reversed.

TRADEMARKED TERMS

The following list of trademarked terms should not be treated as an
exhaustive list (but as a list of some of the prohibited terms):

White Elegance, WhiteElegance.com, www.WhiteElegance.com, White Elegance coupon, White Elegance
coupon code, White Elegance discount, White Elegance discount code, White Elegance promo,
White Elegance promo code, White Elegance sale, White Elegance sales, White Elegance deal,
White Elegance deals

*COUPON GUIDELINES*

If you are enrolled in our Program and your Website promotes coupon
codes, you must adhere to our Coupon Guidelines as follows:

1. You may ONLY advertise coupon codes that are provided to you through
the affiliate program.

2. Posting any information about how to work around the requirements of
a coupon/promotion (i.e. first-time customers only) will result in
removal from the program.

3. Coupons must be displayed in their entirety with the full offer,
valid expiration date and code.

4. You may NOT use any technology that covers up the coupon code and
generates the affiliate click by revealing the code(s).

5. You may NOT advertise coupon codes obtained from our non-affiliate
advertising, customer e-mails, paid search, or any other campaign.

6. You may NOT give the appearance that any ongoing offer requires
clicking from your website in order to redeem. For example, if all items
on the site have free shipping over $100, you may not turn this into an
offer that infers that the customer must click from your site to get
this deal.

7. Additionally, if your website ranks on the first page of any search
engine for terms related to our website or company name(s) combined with
the words coupon, coupons, coupon code, promo code, etc. and/or your
conversion rate exceeds 25%, you may be offered a lower commission than
our standard rate to offset the reduced profitability of orders.

COUPON ATTRIBUTION & AUTHENTICATION

Affiliates whose primary business is posting coupons, who are viewed by
the program as being a coupon site, and/or who are tagged as a coupon
affiliate in our system, may not be paid commissions for sales generated
without a corresponding valid coupon code. Valid codes are defined as
codes that are made available to the affiliate channel in general,
through newsletters and directly or privately to affiliates.
Coupon codes that are not real, expired, not
specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide
offers that do not require a code are NOT considered valid codes and
the affiliate will not be given commission on these orders and may risk being
banned from the Program.

SUB-AFFILIATE NETWORKS

Promoting us through a sub-affiliate network is permitted, however you
must be completely transparent with regards to where traffic from your
sub-affiliates originated. Sub-affiliate networks must ensure that all
sub-affiliates promoting the Program adhere to our terms and conditions.
This includes restrictions on advertising through toolbars, browser
extensions, and through any paid placements such as pay-per-click
campaigns. Sub-affiliate networks must also receive approval prior to
allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a
loss and/or reduction of commission from sales made through any
sub-affiliate that does not comply with our terms.

DOMAIN NAMES

Use of any of our trademarked terms as part of the domain or sub-domain
for your website is strictly prohibited.

OK
www.WhiteElegance.com/merchant

Not OK
merchant.WhiteElegance.com
www.WhiteElegance-coupons.com

ADVERTISING & PUBLICITY

You shall not create, publish, distribute, or print any written material
that makes reference to our Program without first submitting that
material to us and receiving our prior written consent. If you intend to
promote our Program via e-mail campaigns, you must adhere to the following:

1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with
respect to our Program.

2. E-mail must be sent on your behalf and must not imply that the e-mail
is being sent on behalf of us.

3. E-mails must first be submitted to us for approval prior to being
sent or we must be sent a copy of the e-mail.

SOCIAL MEDIA

Promotion on Facebook, Twitter, Instagram, YouTube and other social
media platforms is permitted following these general guidelines:

1. You ARE PROHIBITED from posting your affiliate links on our Facebook,
Twitter, Pinterest, etc. accounts or company pages in an attempt to turn
those links into affiliate sales.

2. You ARE PROHIBITED from running Facebook ads with our trademarked
company name.

3. You ARE PROHIBITED from creating a social media account that includes
our trademark/s in the page name and/or username.

*OPERATIONS OUTSIDE UNITED STATES*

If you are conducting business in or taking orders from persons in other
countries, you will follow the laws of those countries. For example, you
will comply with the European Union’s Privacy and Electronic
Communications Directive, as well as the General Data Protection
Regulation (GDPR), if you are conducting business in or taking orders
from persons in one or more of the European Union countries.

FTC DISCLOSURE REQUIREMENTS

You shall include a disclosure statement within any and all pages,
blog/posts, or social media posts where affiliate links for our
affiliate program are posted as an endorsement or review, and where it
is not clear that the link is a paid advertisement. This disclosure
statement should be clear and concise, stating that we are compensating
you for your review or endorsement. If you received the product for free
from us or from the affiliate management team for review, this also must
be clearly stated in your disclosure.
* Disclosures must be made as close as possible to the claims.
* Disclosures should be placed above the fold; scrolling should not be
necessary to find the disclosure. (e.g. Disclosure should be visible
before the jump).
* Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review
the FTC’s “Dot Com Disclosures” Guidelines at
http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the
FTC’s Endorsement Guidelines at
http://business.ftc.gov/advertising-and-marketing/endorsements

MERCHANT RIGHTS AND OBLIGATIONS

We have the right to monitor your site at any time to determine if you
are following the terms and conditions of this Agreement. We may notify
you of any changes to your site that we feel should be made, or to make
sure that your links to our web site are appropriate and to notify
further you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve the
right to terminate your participation in the Program.

We reserve the right to terminate this Agreement and your participation
in the Program immediately and without notice to you should you commit
fraud in your use of the Program or should you abuse this program in any
way. If such fraud or abuse is detected, we shall not be liable to you
for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate
application, and will continue unless terminated hereunder.

TERMINATION

1. Either you or we may end this Agreement AT ANY TIME, with or without
cause, by utilizing the respective functionality of the affiliate
platform. In addition, this Agreement will terminate immediately upon
any breach of this Agreement by you.

2. Upon the termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all links to our
website, and all of our trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or
in connection with the Program.

3. You are eligible to earn commissions only on sales of qualifying
products that occur during the term, and commissions earned through the
date of termination will remain payable only if the related orders are
not canceled or returned. We may withhold your final payment for a
reasonable time to ensure that the correct amount is paid.

MODIFICATION

We may modify any of the terms and conditions in this Agreement at any
time at our sole discretion. In such event, you will be notified by
email. Modifications may include, but are not limited to, changes in the
payment procedures and the Program rules. If any modification is
unacceptable to you, your only option is to end this Agreement. Your
continued participation in the Program following the posting of the
change notice or new Agreement on our site will indicate your agreement
to the changes.

OUR CUSTOMERS

Customers who buy products through this the Program are our customers.
All of our standard policies and operating procedures will apply to
these customers. We may change our policies and operating procedures at
any time. Product prices and availability may vary from time to time.

ORDER PROCESSING

1. Only items that were purchased by customers who use the Program
Affiliate Link from your site to our website are considered ‘direct
sales’. Direct sales placed through the Program Affiliate Link on your
site are reduced by items that are not shipped, cancelled by customers,
returned, charged back or refunded at a later date.

2. We reserve the right to exclude items ordered by you (using the
Program Affiliate Link which would otherwise qualify for direct sales)
and to not pay commissions for them, if we deem it necessary, in our
sole discretion, to prevent abuse of the Program, or to reject orders
that do not comply with any requirements that we periodically may establish.

3. We will be responsible for processing orders and will handle all
customer service issues. We will track sales by customers who purchase
products by using the Program Affiliate Link from your site to our
website. A statement of activity is available to you on Admitad interface.

TRANSACTION LOCK DATES

All sales will remain in a ‘sales pending period’ and will not lock
until the terms set forth within the locking period parameters of our
Program. All locked payments will be processed by White Elegance after the(ir)
lock date.

REVERSAL & COMMUNICATION POLICY

We take pride in our low reversal rate, which we attribute to open
communication with our affiliates. However, we reserve the right to
reverse orders due to order cancellations, duplicate tracking, returns,
disputed charges, and program violations as outlined in these terms and
conditions.
Additionally, if we ask you for clarification or more information on any
orders or clicks that we suspect may be in violation of our terms and
conditions, we expect that you will respond in a timely and honest
manner. Below are violations of our communications policy.

1. You are not forthcoming, intentionally vague or are found to be lying.

2. You are not responsive within a reasonable time period and after
multiple attempts to contact with information listed in your network
profile.

3. You cannot substantiate or validate the source of your traffic to our
program with clear and demonstrable proof.

4. If any of the above apply, then we reserve the absolute right to
reverse orders, set your commission to 0% or suspend you from the
program for the period or orders in question or terminate you from the
program altogether. We know that many violations are a result of
automated processes; however, it is incumbent upon each affiliate to
ensure that it has the appropriate checks and balances in place to
pro-actively address these issues and adhere to our program rules.

GRANT OF LICENSES

1. We grant to you a non-exclusive, non-transferable, revocable right to
(i) access our site through HTML 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, the “Licensed Materials”) that we provide to you
or authorize for such purpose.

2. You are only entitled to use the Licensed Materials to the extent
that you are a member in good standing of the Program. You agree that
all uses of the Licensed Materials will be on behalf of the Program and
the good will associated therewith will inure to the sole benefit of us.

3. Each party agrees not to use the other’s proprietary materials in any
manner that is disparaging, misleading, obscene or that otherwise
portrays the party in a negative light. Each party reserves all of its
respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains all
right, title, and interest to its respective rights and no right, title,
or interest is transferred to the other.

4. Except for the limited license granted under this section, you do not
obtain any rights under this Agreement in any intellectual property,
including, without limitation, any intellectual property with respect to
our Affiliate Link, link formats, technical specifications, guidelines
or graphical artwork referenced above, or with respect to our domain name.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

1. 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;

2. You have the full right, power, and authority to enter into and be
bound by the terms and conditions of this Agreement and to perform your
obligations under this Agreement, without the approval or consent of any
other party;

3. You have sufficient right, title, and interest in and to the rights
granted to us in this Agreement.

DISCLAIMER

MERCHANT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES
PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND
EXCLUDED. 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.

LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, IN NO EVENT SHALL MERCHANT’S CUMULATIVE LIABILITY TO YOU
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY,
EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

INDEMNIFICATION

You hereby agree to indemnify and hold harmless White Elegance, and its
subsidiaries and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners, against any
and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable
attorneys’ fees) (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 claim that our use of the affiliate
trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of
any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or
(iii) any claim related to your site, including, without limitation,
content therein not attributable to us.

CONFIDENTIALITY

All confidential information, including, but not limited to, any
business, technical, financial, and customer information, disclosed by
one party to the other during negotiation or the effective term of this
Agreement which is marked “Confidential,” will remain the sole property
of the disclosing party, and each party will keep in confidence and not
use or disclose such proprietary information of the other party without
express written permission of the disclosing party.

MISCELLANEOUS

1. You agree that you are an independent contractor, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between you and us. 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
any other of Your Site or otherwise, that reasonably would contradict
anything in this Section.

2. Neither party may assign its rights or obligations under this
Agreement to any party, except to a party who obtains all or
substantially all of the business or assets of a third party.

3. This Agreement shall be governed by and interpreted in accordance
with the laws of the United States and the State of New York without
regard to the conflicts of laws and principles thereof.

4. You may not amend or waive any provision of this Agreement unless in
writing and signed by both parties.

5. This Agreement represents the entire agreement between us and you,
and shall supersede all prior agreements and communications of the
parties, oral or written.

6. The headings and titles contained in this Agreement are included for
convenience only, and shall not limit or otherwise affect the terms of
this Agreement.

7. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the
minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force
and effect.

8. 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.

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 ADMIT
OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS AGREEMENT. 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.