IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE WENDY CULPEPPER LLC AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"). YOUR PARTICIPATION IN THE WENDY CULPEPPER LLC AFFILIATE PROGRAM IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL AGREEMENT WITH WENDY CULPEPPER LLC, FORMALLY INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "ACCEPT " BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION.

1. Introduction. The Wendy Culpepper LLC Affiliate Program Agreement contains the terms and conditions of the Wendy Culpepper LLC Affiliate Program. Defined terms in this Agreement include the following: (a) "you" or "your" shall mean you, the applicant applying to participate in the Affiliate Program, and upon our acceptance of your application, the Affiliate, (b) "we" or "us" or "our" shall mean Wendy Culpepper LLC, (c) "our Web site" shall mean the Wendy Culpepper LLC Web site currently located at www.wendyculpepper.com, (d) "your Web site" shall mean the World Wide Web site from which you will link to our Web site, (e) "Affiliate" shall mean a party accepted as a member of the Affiliate Program, (f) "User" shall mean a customer who links from your Web site to our Web site, (g) "Products" shall mean any merchandise offered for sale by us on our Web site and does not include items offered for sale by third parties on our Web site, (h) "Affiliate Site" shall mean an Affiliate Web site that has been accepted as an Affiliate of Wendy Culpepper LLC and (i) "Link" or "Links" shall mean banner advertisements, buttons, datafeeds, storefronts, widgets, search boxes, links or text links that link to the Wendy Culpepper LLC home page or other specific pages of the Wendy Culpepper LLC Web site, containing the Wendy Culpepper LLC logo.

2. Program Enrollment. To begin the enrollment process in the Wendy Culpepper LLC Affiliate Program, you must complete the Wendy Culpepper LLC Online Application and accept the terms and conditions of this Agreement. Once you have accepted this Agreement by clicking the "ACCEPT" button at the bottom of the Online Application, we will review your completed Online Application in good faith and inform you within a timely manner of whether or not you have been accepted as an Affiliate. We reserve the right to accept or reject Affiliates in our sole discretion. We may reject your application if we determine, in our sole discretion, that your Web site is inappropriate or objectionable. Web sites that are objectionable or inappropriate include sites that:
• Are unavailable or under construction
• Are aesthetically unpleasing
• Contain hate/violent/sexually explicit/offensive content
• Promote excessive drinking and/or drug use.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Are libelous, disparaging, or defamatory
• Promotes violence or illegal activities
• Use ?Wendy Culpepper LLC, Inc?, variations or misspellings in its domain names
• Incorporates materials that infringe upon copyright, trademark or other intellectual property rights

If we temporarily reject your application, you may not participate in the Affiliate Program, but you may reapply to be an Affiliate at any time. If we permanently reject your site, you may not reapply to the program. If your Web site is accepted, you will be eligible to link Wendy Culpepper LLC Links to your Web site. We reserve the right in our sole discretion to reject an Affiliate application even after we have communicated acceptance to you or may remove an Affiliate from the Affiliate Program at any time for any reason.

3. Linking Requirements.
a. When you become an Affiliate Site in our Affiliate Program, we will provide you with Links that will allow Users to your Web site to be transported directly when they click on the Link to Products on our Web site. As an Affiliate, you may display these Links on your Web site subject to the terms and conditions contained herein. All Links are subject to our approval and we will provide you with the information that you need to enable you to make appropriate Links to our Web site from your Web site. By accepting the terms of this Agreement, you agree that you shall cooperate fully with Wendy Culpepper LLC to maintain such Link or Links. You further agree that (a) such Link or Links shall be displayed prominently throughout your Web site as you see fit and with our consent, (b) no Link or Links shall be modified, expanded or reduced in any way without our consent and (c) no Link or Links on your Web site shall in any way modify the look, feel and/or functionality of our Web site. We reserve the right to monitor your Web site at any and at all times to make certain that you are in compliance with the terms and conditions of this Agreement. You shall be fully responsible for all content, links and activities conducted on your Web site. We disclaim all liabilities related to such matters. You agree to indemnify Wendy Culpepper LLC and hold us harmless (as well as our employees, officers, agents, directors and affiliated entities) from all liability claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, activities, contents and links of your Web site.
b. Use of forced or automated clicks and/or cookies. In accordance with the LinkShare Terms and Conditions, You agree that You shall not:
• Place or use any Link of Wendy Culpepper LLC except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions;
• Inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of the Wendy Culpepper LLC web site, by any method or using any hidden frames, java pop ups, Web bot, robot, automatic redirecting of users, autospawning of browsers, or any other technique or means of generating automated click-throughs, requiring visitors to click on Wendy Culpepper LLC’s Link before entering any area of Your Site(s), by placing or including Promotions or links on pages of Your Site that automatically reload or go to another page without interaction from the user (for example, client pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all Web users (for example, pop-up windows and hidden frames); Affiliates using any of the aforementioned techniques or methods to establish a click, and/or place a cookie on a users computer will be terminated without notice and forfeit all outstanding and future commissions.

4. Order Processing. All orders, customer service and fulfillment of such orders will be handled by and through Wendy Culpepper LLC. You may not take orders, perform customer service or deliver Products on our behalf. We will process orders from any Users directed by you through your Web site, but we reserve the right to reject any orders that do not comply with any requirements that we may periodically impose. We will be solely responsible for all aspects of Product order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. Wendy Culpepper LLC will be responsible for tracking the number of Products sold to Users who are directed from your Web site to our Web site and will make available to you reports, summarizing your sales activity through Wendy Culpepper LLC. The form, content and frequency of the reports may vary from time to time in our sole discretion. We are not responsible for ensuring that your Web site contains proper Links and/or linking to the Wendy Culpepper LLC Web site to ensure that accurate tracking, reporting and sales accrual can occur. You are responsible for making certain that the Links between your Web site and our Web site are formatted properly. We reserve the right to change the prices of any or all of our Products at any time in our sole discretion without notice. We cannot ensure that if an order is placed that any Product will be available to the User or that a stated price for a Product will be accurate. We do not honor misquoted prices. All personal information regarding the User is the sole and exclusive property of Wendy Culpepper LLC and shall not be provided to you as is required pursuant to Wendy Culpepper LLC's privacy policy.

5. Referral Fees and Commissions. We will pay you on all net sales based on the amount of net revenue achieved in a given month. The Commission shall be equal to a percentage of the Net Sales of Products purchased by a User utilizing the links between your Web site and our Web site (the "Commission"). "Net Sales" shall mean the gross sale price of a Product, excluding amounts collected by us for gift certificates, sales taxes, duties, shipping, handling, fraud, charge-backs, exchanges, credit card processing fees, taxes and similar charges. The current Commission fee schedule is as follows.

Monthly Sales
$1-$1,500 (15% Commission)
Higher than $1,500-$2,500 (17% Commission)
Higher than $2,500-$4,000 (20% Commission)
Higher than $4,000 (25% Commission)

6. The Referral Fees and the Commission rates are subject to change at any time in our sole discretion without notice. In order for you to generate a Referral Fee or Commission, the User must follow a link from your Web site to our site, and within 30 days purchase the product using either our automated ordering system or by contacting one of our contemporary and fine jewelry consultants, accept the delivery of the Product at the shipping destination, remit full payment to us and not cancel the order. You will not be eligible for a Referral Fee or Commission under the following circumstances:
• A party comes to Wendy Culpepper LLC through you and does not purchase anything and then returns to Wendy Culpepper LLC via another Affiliate or partner at a later date and then makes a purchase, the second Affiliate or partner will receive the credit for the ultimate purchase.
• A party comes to Wendy Culpepper LLC through your Web site and returns more than 30 days later by entering our URL directly, then you will not receive credit for that later purchase.
• The User has prevented cookies from being saved on his, her or its' hard drive. • The User does not provide our contemporary and fine jewelry consultant with your Affiliate tracking number for any reason.
• If a User to our Web site cannot be tracked by our online ordering system for any reason.
• A party comes to Wendy Culpepper LLC through your Web site but purchases using a "reference code" or "discount code" that discounts their purchase, unless the code is provided to you directly from the Wendy Culpepper LLC Affiliate Manager or is obtained from the "create links" section of the LinkShare web site.

7. Referral Fees and Commission Payments. We will pay your Referral Fees and Commission payments on a monthly basis for merchandise purchased by a User directed from your Web site provided all of the conditions in Section 6 have been met. Referral Fees and Commission payments for items that have been returned 90 days from purchase will be deducted in the month that the items are returned. Payments will be made approximately 45 days after the end of each month. We will send you a check for the Referral Fees and Commissions earned for Products that we shipped during the applicable period less any returned items during that applicable period less any taxes on such Commissions that we are required by law to withhold, provided you have (a) not breached any terms or conditions of this Agreement, (b) met the conditions set forth in Section 12 hereof and (c) you have previously provided to us a valid mailing address to which the payment may be mailed. Wendy Culpepper LLC will also hold payment if any affiliate payment report is a negative number or any future payment reports are negative. We shall withhold such payment until the next affiliate payment report is a positive number.

8. Policies and Pricing. Users who purchase Products through the Affiliate Program will be deemed to be customers of Wendy Culpepper LLC. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service and sales will apply to those Users. We may change our policies and operating procedures at any time in our sole discretion without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.

9. Licenses. a. Non-Exclusive, Limited License to Wendy Culpepper LLC Logo and Trademarks. You agree to display the Wendy Culpepper LLC logo (the "Logo") on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferable, revocable, limited license to use our Logo, name, URL and trademarks in such a manner and to otherwise display our Logo, name, URL and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Licensed Trademarks shall remain with us at all times. You shall use the Licensed Trademarks in exactly the form provided to you for your use. Your use of such Licensed Trademarks shall comply with any trademark usage policies that we may adopt from time to time. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from your use of the Licensed Trademarks shall inure solely to our benefit. You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Wendy Culpepper LLC. You also agree that you shall not use the Licensed Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. You shall not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. You shall obtain no rights in and to the Licensed Trademarks in the event of the termination or expiration of this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
b. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and URLs (collectively, the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
c. Use of Wendy Culpepper LLC Trademarks on Third-Party Web Sites. Affiliate Partner agrees not to bid on Merchant trademarks or variations thereof, including, but not limited to: Wendy Culpepper LLC, W.Culpepper, Wendy Culpepper, or wendyculpepper.com, within any and all pay-for-placement, paid inclusion and other search engines. In addition, Affiliate may not claim to be Wendy Culpepper LLC, Inc. in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.

10. Ownership. The Links and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Licensed Trademarks (as described in Section 8(a) above) and User data.

11. Affiliate Partner Responsibilities. You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site. You shall be solely responsible for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operations, maintenance and contents of your Web site.

12. Affiliate Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly executed and validly approved by your authorized agent and that such Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

13. Agreement Term. The term of this Agreement shall begin upon our acceptance of your Online 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. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your Web site is deemed by us to be objectionable (as described in accordance with Section 2 hereof), you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement. Referral Fees and Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

14. Agreement 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 new agreement on our site. Notice of any change to this Agreement delivered by e-mail, to your address on our records, or the posting of a new agreement on our Web site is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, the Commission schedule, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

15. Relationship of the Parties to this Agreement. Each party shall act as an independent contractor and nothing set forth 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.

16. Unsolicited Commercial e-mail ("spam"). Partner understands that the use of unsolicited commercial e-mail ("spam") by affiliates is absolutely prohibited. Your participation in the Wendy Culpepper LLC affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with Wendy Culpepper LLC. The following rules represent best practices, which are permitted under this agreement:
• If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list.)
• You may generate your own opt-In list through forms on your web site, as long as you disclose that users will receive emailings from you.
• Use of "opt-out" systems are strictly prohibited.
• Use of any lists, whether purchased or created, compiled by means of automated tools are not permitted. This includes, for example, lists developed by scanning UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of whether the scan was "targeted."
• You must use valid e-mail headers at all times.
• You must give the Web address of the opt-in system used and tell the user receiving your mail that such e-mails can be stopped by visiting that opt-in site.
• If anyone contacts you and asks to be removed from your list you will do so within 96 hours and send an e-mail acknowledging the removal.
• Violation of these rules will result in the suspension or termination of your affiliate relationship with Wendy Culpepper LLC including the forfeiture of any commissions from the date of the offending e-mailing.

17. Limitations on Liability. We will have no liability of any sort arising from any interruptions or errors in our Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you under this Agreement.

18. Warranty Disclaimers. WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB SITE LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

19. Indemnification. You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant made by you in this Agreement or (c) or any claim related to your Web site.

20. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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 COMPETITIVE 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.
Miscellaneous. This Agreement shall be governed by the laws of the United States and of the State of Florida, as applied to agreements made, entered into and performed entirely within the State of Florida, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in Saint Lucie County, Florida and you irrevocably consent to the jurisdiction of such courts. You may not assign this agreement, by operation or law or otherwise, without our prior written consent, any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by a writing signed by us.

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