Affiliate Program Operating Agreement (first established 12/15/01)

This Agreement, made and entered by and between Effortless Ease Inc. ("EEINC" or "we"), a Delaware Limited Liability Company, and you, the affiliate ("you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the EEINC Affiliate Program (the "Affiliate Program" or "Program") promoting the LoveRocker.com Website (the "Website")

1. Enrollment in the Program

You will submit a complete Affiliate Program application from our Website. After we carefully review your application, we will notify you of your acceptance or rejection to the Program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission of EEINC. If your site is accepted, EEINC may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program.

2. Promotion of Our Affiliate Program

Upon your acceptance as an Affiliate, we will make available to you, via the Website, a variety of graphic and textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to our Website.

3. EEINC Agrees To:

• Pay Affiliate a commission of 10% (approximately $25) of each product purchase made on our Website (excluding taxes, shipping, duties, etc.) made by consumers that were referred from your site, provided that EEINC receives full payment using a valid credit card. Any commissions earned shall be reversed for purchases in which the consumer's payment to EEINC is forfeited or reversed due to fraud, refusal of shipment, lost shipment, backorder cancellation, product returns, charge dispute, or any other reason for which EEINC was acting in good faith to complete the order, but was unable to do so.

• Pay Affiliate on a monthly basis for all commissions earned in the month prior to the commission payment date, for which you have not already been paid, less any commissions for which you have been previously paid for orders that have been reversed as described above. You must earn a minimum of $100 in commissions (roughly 4 orders) in order to begin receiving compensation under the Program. All commissions earned up to the $100 minimum will roll over from month to month until the $100 minimum is met.

• Approve or reject applications within a 72-hour period.

4. Affiliate Agrees To:

• Place Links to our Website on your site.

• Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

• Ensure that the contents of your site are not illegal or promoting illegal activity, and do not contain or promote ANY FORM of child pornography, bestiality, "snuff" films, or any other form of pornography not performed by consenting adults for pure entertainment purposes; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind. We disclaim all liability for all materials on your site.

• Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.

• Make sure that your site does not copy or resemble the look and feel of our Website or create the impression that your site is our Website or a part of our Website.

• Submit the URLs for all sites you plan to use to promote our Website via e-mail to affiliates@loverocker.com, and to provide EEINC personnel with a temporary username and password to inspect your site to ensure that it is unsuitable or inconsistent with the mission of EEINC.

5. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our consent.

6. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 such party hereto or its affiliates.

7. 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, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

8. Limited License

We grant you a nonexclusive, nontransferable, revocable right to access our Website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our Website, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing revenue at our Website. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice, at the email address provided by you during registration to our Affiliate Program.

9. Disclaimers

We make no express or implied warranties or representations with respect to our Website or the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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 Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

10. Termination

The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon 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 LoveRocker.com 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 Affiliate Program.

11. Modifications

We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a date of change notice will be posted on our Website. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a date of change notice has been posted will constitute binding acceptance of the change.

12. Anti-Spam Policy

Affiliates will be removed from the Affiliate Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated.

13. Independent Contractors

You are an independent contractor to EEINC 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 also be solely responsible for paying any and all tax liability that may result from the commissions you earn in the Affiliate Program. EEINC will not withhold any Federal, State, or Local taxes on your behalf, and will be reporting the commissions you earn to the appropriate government agencies each year.

14. Representations and Warranties

You hereby represent and warrant to us as follows:

• 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.

• The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

• The contents of your site are not illegal or promoting illegal activity, and does not contain or promote ANY FORM of child pornography, bestiality, "snuff" films, or any other form of pornography not performed by consenting adults for pure entertainment purposes; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind.

• You understand that your failure to abide by these Representations and Warranties will obligate you to forfeit any unpaid commissions and return all previously paid commissions.

  
  

15. 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 Websites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

16. Fraud

If you commit fraud or falsify information in connection with the registration of members in EEINC through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to EEINC for any and all damages that EEINC suffers as a result of such actions. You will also be responsible for returning to EEINC all commissions received for fraudulent or falsified purchases, or from consumers referred from sites which violate the Representations & Warranties you make through this Agreement, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

17. Assignment

This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of EEINC.

18. Reservation of Rights

EEINC may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Affiliate Program, even if your site has not changed since the time that your Affiliate Program application was accepted. EEINC also reserves the right to monitor Affiliate Sites at any time to determine whether they are in compliance with this Agreement.

19. Governing Law

This Agreement will be governed by the laws of the United States and the State of New Jersey, 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 Morristown or Newark, New Jersey, 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 a provision or any other provision of this Agreement.