Affiliates Program Agreement

This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an Affiliate in the Affiliate Program (the "Program") of FragranceWholesale . As used in this Agreement, "we" means FragranceWholesale , and "you" means the applicant or Affiliate Site. "Site" means a World Wide Web site and, depending on the context, refers either to FragranceWholesale 's site, located at the URL: www.FragranceWholesale.com, or to any site that you will link to our site (and which you will identify in your Program application).

Enrollment in the Program:
By submitting an application to become a FragranceWholesale  Affiliate, you warrant that you have read and understood this agreement, and you agree to be bound by it.

To begin the enrollment process, you will submit a complete Program application to FragranceWholesale . We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program or is not compatible with our image. We currently find unsuitable sites that contain content to include:

• Discriminatory themes against people based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Promoters of acts that violate the law.
• Sexually explicit sites which deal in pornographic material.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that we reserve the sole right to refuse acceptance into the Program at anytime, and can terminate the Agreement at any time during the term if the site content is modified falling into one of the above categories included above.

Links on your site:
Once you have been notified that your site has been accepted into the Program, we'll be responsible for providing all information and a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link" meaning a hyperlink established from within an Affiliate Site to the FragranceWholesale Site that enables an end user of an Affiliate Site to access the FragranceWholesale  Site), necessary to allow you to make appropriate Link(s) from your site to our site. We'll be solely responsible for processing every customer registration and order who follows a special Link from your site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We'll be responsible for registration, fulfillment of the order, cancellations and related customer service.

Agreements regarding Links: In utilizing the Links, you agree that you'll cooperate fully with us in order to establish and maintain such Links. You also agree that you'll display in your site only those graphic or textual images (indicating a link) that are provided or approved by us, and you'll substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate Sites (the Internet Web site(s) owned or controlled by Affiliate) shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.

The traceable link will maintain your special code and assign you credit for revenues generated from your site. You will have access to monitor your account at anytime with special access. As the sale is generated, we take on all responsibility to ensure the collection of revenue, the mailing of the product, and the maintenance of the customer account. There is no financial responsibility on your part once the customer reaches our site. If there is any problem with you accessing your account information via the Internet, we will provide reports to you via mail or fax in a timely fashion.

Responsibilities and Opportunities of Your Sites:
a. If you qualify and agree to participate in the Program, you shall display Link(s) prominently throughout your site as you see fit and with our consent.
b.Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you're in compliance with the terms of this Agreement.

Fee Determination and Payments:
FragranceWholesale will pay 8-12% for every order placed by a customer you refer to us. If there are cancellations of orders, we remove the credit for that sale from your account. You will earn referral fees only with respect to activity on our site occurring directly through Links; we will not be liable to you with respect to any failure by you to use Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement..

The sum of your referral fees will be paid within 30 days of the end of each calendar quarter. A check will be sent to you for fees earned from net sales generated through our links. Taxes and shipping charges are not included in the sales figure amounts. If the total value of the referral fees is less than $25.00, we will hold the amount until the total amount reaches $25.00 or (if earlier) until this Agreement is terminated. Any orders that are cancelled by the referred customer will affect the net sales figure as calculated by the tracking software.

Policies and Pricing:
Customers who make a purchase through this Program will be deemed to be customers of FragranceWholesale. Accordingly, all FragranceWholesale rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time, which will affect the sales generated per order. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We do not advise that you list any prices on links since that may conflict with the current prices as reflected on our web site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Term of the Agreement:
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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all FragranceWholesale logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees 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 contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and 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 our site will constitute binding acceptance of the change.

Relationship of Parties:
You and we 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.

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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

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 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.

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 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.

Arbitration:
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Monterey, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of California (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Governing Law:
This Agreement will be governed by the laws of the United States and the laws of the State of California without reference to conflict of law principles and without regard to the 1980 U.N. convention on Contracts for the International Sale of Goods. Both parties shall comply with all U.S. and foreign export control laws and regulations. Each party hereby consents to the jurisdiction of and venue in the U.S. Federal courts within the Northern District of California and the California State courts within Monterey County, California.

The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.