The Pleasure Chest - Affiliates

This Agreement (the "Agreement") is made by and between The Pleasure Chest, Ltd (“PC”), 156 7 th Avenue South , New York , NY 10014 and you, ("Affiliate") as a user of The Pleasure Chest Affiliate Program (“Program”).

To be an authorized affiliate of PC, Affiliate agrees to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the Program. By clicking on the " I AGREE" link at the bottom of the signup page and using the Program, Affiliate indicates Affiliate's acceptance of this Agreement and its terms and conditions.

Authorized Affiliate

To request enrollment, Affiliate will submit a complete Program application via PC's web site. PC will evaluate Affiliate's application and respond promptly with notification of Affiliate's acceptance or rejection to the Program. PC reserves the right, at PC's sole discretion, to reject an applicant due to applicant's web site scope, content or incompatibility with PC's business mission. PC operates the Program which allows web sites to run and/or participate in the Program. Affiliate wishes to become an authorized affiliate and utilize the Program. As an authorized affiliate, Affiliate will be establishing Revenue Sharing arrangements with PC.

Links

PC will provide Affiliate with guidelines in linking to PC's web site. To permit accurate tracking, reporting, and referral fee accrual, PC will provide Affiliate with special "tagged" link formats to be used in all links between Affiliate's site and PC's site. Affiliate must ensure that each of the links between Affiliate's site and PC's site properly utilizes such special link formats. Links to PC's site placed on Affiliate's site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Qualifying links." Affiliate will only earn Revenue Sharing with respect to purchases from PC's site occurring directly through Qualifying links. PC will not be liable to Affiliate with respect to any failure by Affiliate to use Qualifying links, including to the extent that such failure may result in any reduction of amounts, which would otherwise be paid to Affiliate pursuant to this Agreement.

Affiliate shall not provide, promote, distribute, place or otherwise publish any link on a web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As PC may not review all information provided by Affiliate, Affiliate shall remain solely responsible for Affiliate's content and web site. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any link placed must be done in such a way that it is not misleading to any visitor and done with the intention of delivering valid sales to the related PC for that link.

Revenue Sharing

PC will share revenue with Affiliate on certain Product sales to third parties. For a Product sale to be eligible to be shared revenue, the customer must follow a Qualifying link from Affiliate's site to PC's site, select and purchase the Product using PC's automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to PC.

PC shall have the sole right and responsibility for processing all orders made by customers. Affiliate acknowledges that all agreements shall be between PC and the Customer.

Affiliate Payment

Affiliate will receive revenues for sending PC authorized sales via Affiliate's links. Affiliate is responsible for determining if the Payout for a purchase Affiliate has provided has changed or been discontinued. Affiliate receives the shared revenue from PC. Payments are made automatically on a quarterly schedule. The payments are made on the following schedule:

Commission accrued between January 1st and March 31st will be paid on April 15th.

Commission accrued between April 1st and June 30st will be paid on July 15th.

Commission accrued between July 1st and September 30st will be paid on October 15th.

Commission accrued between October 1st and December 31st will be paid on January 15th of the following year.

Fees amounting to less than $50 are carried over into the following quarter.

Money credited to Your Account does not accrue interest.

In the event of a Chargeback, PC may recover from Affiliate the corresponding Commission previously credited to Affiliate's account. The Chargeback shared revenue will be immediately deducted from Affiliate's account balance. In the event that Affiliate account balance is less than the Chargeback shared revenue, the Chargeback shared revenue will be deducted against Affiliate's future earnings.

Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of PC. Accordingly, all PC policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers.

Ownership and Licenses

Each party owns and shall retain all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

PC grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Agreement on Affiliate's site solely for the purpose of creating links from Affiliate's site to PC's site during Agreements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sub-license, assign or transfer any such licenses for the use of the same, and any attempt at such sub-license, assignment or transfer is void.

Affiliate is solely responsible for the maintenance of their site and will notify PC of any malfunctioning of the required URLs or other problems with Affiliate's participation with this agreement.

Term of the Agreement

The term of this Agreement will begin upon PC's acceptance of Affiliate's Program Application and will end when terminated by either party. Either Affiliate or PC may terminate this Agreement including the Pleasure Chest Referral program 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, Affiliate will immediately cease use of, and remove from Affiliate's site, all links to PC's site, and all PC trademarks, trade dress and logos, and all other materials provided by or on behalf of PC to Affiliate pursuant hereto or in connection with the Program. Affiliate is only eligible to earn referral commissions on PC's sales of Qualifying Products occurring during the term, and referral commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. PC may withhold Affiliate final payment for a reasonable time to ensure that the correct amount is paid.

Modification

PC may modify any of the terms and conditions contained in this Agreement, at any time and in PC's sole discretion, Modifications may include, for example, changes in the scope of available revenue sharing, revenue sharing schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

Relationship of Parties

Affiliate and PC are independent contractors, and nothing in this Agreement will create any Affiliation, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make any representations, warranties or other statements concerning PC, PC's site, any of PC's products or services, or PC's site policies, except as expressly authorized by this agreement.

PC agrees to pay Affiliate the commission specified in the Agreement if PC sells to a visitor to PC's site (a "Customer") a product or service that is the subject of the Agreement and if that Customer has accessed PC's site and purchased the product or service via a Qualifying Link. The commission may be the net amount of any subsequent charge backs or fraud that may not be known to PC at the time of the commission statement. Any and all reductions in commissions for charge backs or fraud will be documented and attached with commission payments.

Limitation of Liability

PC 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 PC has been advised of the possibility of such damages. Further, PC's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral commissions paid or payable to Affiliate under this Agreement.

Cross-Indemnification

Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

Miscellaneous

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York . Any action to enforce this Agreement shall be brought in the federal or state courts located in that state and Affiliate irrevocably consents to the jurisdiction of such courts. If Affiliate needs to send official correspondence, send it via registered mail to PC at 156 7 th Avenue South , New York , NY 10014 , Attention: Affiliate Program.

Affiliate may not assign this Agreement, by operation of law or otherwise, without PC's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. PC's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of PC's right to subsequently enforce such provision or any other provision of this Agreement.

This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

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 or others of them may be invalid or unenforceable in whole or in part.

Disclaimers

PC makes 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, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, PC makes no representation that the operation of PC's site will be uninterrupted or error-free, and PC will not be liable for the consequences of any interruptions or errors.

Affiliate agrees not to make any representations, warranties or other statements concerning PC, PC's site, any of PC's products or services, or PC's site policies, except as expressly authorized by this Agreement.

AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT PC 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 AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.