This Merchant/Affiliate Program Agreement ("Agreement") is made between Designer Linens Outlet ("Merchant"), with headquarters located at 3901 Gantz Road, Grove City, OH 43123 and Affiliates (Partners).

As used in this Agreement, Site means either the www.designerlinensoutlet.com site, or the Internet site that Affiliate (Partner) will link to Designer Linens Outlet’s site.

BACKGROUND

Merchant and Partner are each enrolled in the LinkShare Network™, an online service of Advertisers and Partners who wish to advertise their products online and parties who wish to place links on their websites.

Merchant and Partner each desire to establish the general terms and conditions as listed below, which shall govern advertising and commission arrangements between Merchant and Partner that result from their participation in LinkShare.

1. ENROLLMENT IN THE MERCHANT PARTNER PROGRAM
   Partner may submit a completed Merchant-Partner Program application through LinkShare to begin the enrollment process. Merchant will assess Partner’s application and promptly notify Partner of their acceptance or rejection. Merchant may reject Partner’s application if, in Merchant’s sole opinion, Merchant determines for any reason that Partner’s Site is unsuitable for Merchant’s Program, this includes, but is not limited to, Sites that (a) mislead others; (b) operate or utilize a website or e-mail link to websites that contain or promote any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking, content targeted at children, or offer any illegal good or service, or link to a web site(s) that do so; (b)engage on the sale or promotion of pornography, or any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap or targeted at person’s under the age of 18; (d) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (e) operate or utilize a website that promotes or sells firearms. In all cases Partner will receive written notification of Merchant’s decision.



2. QUALIFYING LINKS ON PARTNER’S SITE
   For the purposes of this Agreement, a "Link" shall be defined as a hyperlink, button or other user interface established within one website to another website through which users of the first website can access the second website. All links that Partner will use to link to Merchant’s Site will be provided to Partner from Merchant’s program servers or by other means selected by Merchant. Merchant will consider requests to use other serving mechanisms, third party or otherwise, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance to any such request. The position, prominence and nature of links on the Partner’s Site shall comply with any requirements specified in this Agreement, but otherwise will be in the discretion of Partner.
   
   Merchant will provide a selection of general images, product and text links that can be used. Should the Partner choose to design and create their own links to the Merchant’s website, they must have prior written approval by the Merchant. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any advertisement, including without limitation any advertisement submitted by Merchant that is being used by Partner in connection with a link to Merchant’s Site. Each link connecting users of Partner’s Site to Merchant’s Site shall not alter the look, feel or functionality of Merchant’s Site. Partner must follow the attached Advertising Guidelines and any subsequent instructions provided by Merchant in placing Advertisements on Partner’s Site.
   
   A "Qualifying Link" is a link from Partner’s Site to Merchant’s Site using one of the required URLs or any other URL provided by Merchant for use in LinkShare it is the last link to the Merchant’s Site that the customer uses during a Session where a sale of a product or a service to customer occurs. A "Session" is the period of time beginning from a customer’s initial contact with Merchant’s Site via a link from the Partner’s Site and terminating when the customer either returns to the Merchant’s Site via a link from a Site other than Partner’s Site or this Agreement expires or is terminated.



3. PROHIBITED ACTIVITIES
   Partner shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (i) modify or alter Merchant Site in any way; (ii) make any representations, either express or implied, or create an appearance that a visitor to Partner’s Site is visiting Merchant’s Site; e.g., "framing" the Site; (iii) use pop-under advertisements to advertise Merchant (i.e., ads that appear under the current browser window; (iv) use any mark, name or domain name of any type which is confusingly similar to "Merchant" or other Merchant trademarks, (v) "scrape" or “spider” Merchant’s website or any Merchant-owned website for content such as images, logos or text, or (vi) alter any promotional materials provided to Partner by Merchant or use other promotional materials or language without first receiving written authorization from Merchant; (vii) send any e-mail referring to Merchant, advertising any Merchant product or linking to Merchant’s Site without the prior written approval of Merchant; or (viii) engage in fraud or other conduct calculated to generate the payment to Partner of compensation that does not reflect compensable work hereunder within the spirit of Merchant’s program; or (ix) disclose to third parties, as a subset of the users of Partner’s Site, the identities of users who access Merchant’s Site from Partner’s Site; or (x) solicit or target users who access Merchant’s Site from Partner’s Site for any promotions or offerings of goods or services that compete with the goods or services that we offer on the basis of such users accessing Merchant’s Site; provided that the foregoing limitations will not prohibit Partner from soliciting or targeting a group of all or substantially all users who access Partner’s Site; or (xi) representing to any person that Partner is acting on behalf of Merchant, or is an agent, employee or representative of Merchant, or has any relationship with Merchant other than as an independent contractor to Merchant.



4. ORDER PROCESSING
   Merchant will process product orders placed by customers who follow links from Partner’s Site to Merchant’s Site in accordance with applicable legal requirements. Merchant reserves the right to accept or reject for any reason any order for products at Merchant’s Site. Order processing will include, but not be limited to: preparing orders; processing payments, cancellations, and returns; and handling customer service issues. Merchant will track sales made to customers who purchase products using qualifying links that Partner will generate using LinkShare’s technology, from Partner’s Site to Merchant’s Site and reports summarizing this sales activity will be available to Partner through the LinkShare Program. The form, content, and frequency of the reports are limited to those reports and capabilities available through the LinkShare system. Merchant is not responsible for any changes that LinkShare may make in their reporting format, timing, or types of reports available to members of LinkShare and Merchant’s Partner Program. To permit accurate tracking, reporting, and fee accrual, Partner must ensure that the qualifying links between Merchant and Partner Sites are properly formatted. Merchant will not be responsible for improperly formatted links regardless of whether the Partner has made amendments to the code or not.



5. COMMISSIONS
   Merchant agrees to pay Partner the commissions specified in Section 5 below, if Merchant sells to a visitor to Merchant’s Site (a "Customer") a product or service provided such Customer has accessed Merchant’s Site and purchased the product or service via a Qualifying Link. Merchant will not pay commissions on any products that are added to a Customer’s Shopping Cart after the Customer has re-entered Merchant’s Site if more than thirty (30) days have elapsed from the first date of entry. Additionally, products on the Merchant’s Site as "not available" or "out-of-stock" are not eligible for any commissions. Gift certificates are not eligible to earn commissions. Products that are entitled to earn commissions under the rules set forth above are hereinafter referred to as "Qualifying Products."
   
   Failure to comply with any terms of this agreement will result in the forfeiture of any commissions earned by the Partner during the day(s) in which they were in violation of these terms.
   
   All determinations of Qualifying Links and whether a commission is payable will be made by the LinkShare program and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant in its discretion.



6. COMMISSION SCHEDULE
   Partner will earn commissions based on the aggregate sale price of all Qualifying Products purchased through Qualifying Links as described below, according to fee schedules to be established by Merchant. Sale prices are defined as the actual merchandise price listed in Merchant’s online catalog and excludes costs for shipping, handling, gift-wrapping and similar ancillary services, returns, bad debts, and taxes.



7. COMMISSION PAYMENT
   Merchant will pay Partner commissions on a monthly basis through the LinkShare system. Approximately 30 days following the end of each calendar quarter, Partner will receive a check for the commissions earned on Qualifying Products purchased through Qualifying Links that were shipped during the previous quarter, less any taxes, that Merchant are required by law to withhold. However, if the fees payable to Partner in any calendar month are less than the aggregate threshold for participation in all LinkShare programs, LinkShare will hold those fees until the total amount due is at least the threshold or (if earlier) until this Agreement is terminated.
   
   LinkShare shall pay Partner all fees due under this Agreement. Partner agrees that when Merchant pays LinkShare each month the amount of the compensation due hereunder, and any fees and charges owing under the LinkShare program, that for purposes of this Agreement Merchant has paid Partner and Merchant shall have no further obligation to Partner in respect of such amounts, and Partner shall look solely to LinkShare for payment of such amounts and assume the risk of non-payment thereof by LinkShare.



8. POLICIES AND PRICING
   Customers who buy products through this Program shall be deemed to be customers of Merchant without affecting their status as the Partner’s Customer. Accordingly, all Merchant policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers with respect to their transactions at Merchant’s Site. Merchant may change its policies and operating procedures at any time consistent with applicable laws. Product prices and availability may vary from time to time. Because price changes may affect products that Partner already have listed on Partner’s Site, Partner may not include price information in Partner’s product descriptions. Merchant will use commercially reasonable efforts to present current and accurate information, but Merchant cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the Merchant’s Site.



9. PARTNER IDENTIFICATION
   Merchant will provide Partner with graphic images that identify Partner’s Site as a participant in the Program. Although Merchant requests that Partner identify itself as a Merchant Partner, this affiliation may not be promoted by Partner in any way whatsoever that falls outside the scope of the links described above, without prior approval by Merchant, which may include, but are not limited to, press releases, marketing materials, media kits, screen shots, graphics altered for co-branding or any other such format. Furthermore, Partner will not purchase any search engine or advertising portal that comprises or contains a trademark, service mark or brand name of a competitor of Merchant for the purpose of directing visitors to the Merchant’s Site; and/or will not use pop-up advertisements to advertise Merchant to a visitor or to a website operated by a competitor of Merchant (i.e., websites whose product line is predominantly bedding, bath, home decor, etc.).



10. LINKING POLICY FOR PARTNERS LINKING FROM SEARCH ENGINES
    Adherence to the criteria below is critical for Merchant to maintain a liberal search policy. Partners who do not adhere to the criteria listed will be removed immediately from the Merchant’s affiliate program and will not be paid.
• Affiliates may not use "DesignerLinensOutlet.com," or any variations or misspellings of "DesignerLinensOutlet.com;quote as the display URL in their listings on search engines.
• Affiliates must drive shoppers to their own domain, then on to DesignerLinensOutlet.com. Blind redirects are not permitted.
• Affiliates may not use the word "official" or phrase "official site" in search results for Designer Linens Outlet.
• Affiliates may not use a registration mark in paid searches on our brand name.
• Affiliates may not reference a percentage off claim or use the terms "coupons," "deals" or similar in the title or description of their searches on brand term keywords. This includes "Designer Linens Oulet," "www.designerlinensoutlet.com" and other variations and misspellings.
• Affiliates must bid at the minimum level on the phrase "Designer Linens Outlet" and its various versions and misspellings. The maximum bid for affiliates on Google, Yahoo! and MSN is $0.20.
• Each affiliate is responsible for ensuring the accuracy of all promotional or discount claims made in search results. For example, if a search title or description reads "20% off at Designer Linens Outlet," it must lead to a page on your affiliate site where this promotion is truly current, available, and accompanied by an expiration date.
• Designer Linens Outlet affiliates may not bid on competitors’ brand names with the purpose of directing traffic to Designer Linens Outlet. This includes misspellings and any variations or phrases containing competitors’ names.
• Affiliates may not bid over $0.25 for any search terms containing variations of "Liz Claiborne," "Nautica," "Dockers," or "Croscill" bedding products and cannot appear above Designer Linens Outlet in search results for these terms.


11. RESPONSIBILITY FOR PARTNER’S SITE
    Partner will be solely responsible for the development, operation, and maintenance of its Site and for all content that appears on Partner’s Site. This includes, but is not limited to: (i) the technical operation of Partner’s Site and all related equipment; (ii) creating and posting product descriptions on Partner’s Site and linking those descriptions to Merchant’s Site; (iii) ensuring that content posted on Partner’s Site is not libelous, otherwise illegal, or pornographic; and (iv) activating links to the Merchant’s Site within 90 days of acceptance of this Agreement.



12. LIMITED LICENSE
    Merchant grants Partner a nonexclusive, non-transferable, revocable right to use and without the right to sublicense the links, images and messages described in Sections 2 and 9, and such other images for which Merchant grants express written permission, for the sole purpose of identifying Partner’s Site as an LinkShare program participant and to assist in generating Merchant’s product sales. Partner may not modify any of the links, images, or messages in any way. Merchant reserves all of its rights in the image, the message, any other images, Merchant’s trade names and trademarks, and all other intellectual property rights. No right, property, or interest in and Merchant’s property is intended to be given to or acquired by Partner by the execution of or the performance of this Agreement.



13. USE OF THE MERCHANT TRADEMARK
    These guidelines apply to Partner’s use of Merchant, Merchant.com, or any other graphics or marks provided to Partner pursuant to this Agreement or the LinkShare program (the "Trademarks").
    
    Partner acknowledges that Partner has read this agreement and agrees to all of its terms and conditions. Partner understands that Merchant 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 Partner’s Site. Partner has independently evaluated the desirability of participating in the LinkShare program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement.
• Partner may use the Trademarks only for purposes expressly authorized by Merchant.
• Partner may not modify the Trademarks in any manner.
• Partner may not display the Trademarks in any manner that implies endorsement by Merchant outside of Partner’s involvement in the LinkShare program.
• Partner may not use the Trademarks to disparage Merchant, its products or services, or in a manner, which, in Merchant’s reasonable judgment, may diminish or otherwise damage the good will in the Trademarks.
• The Trademarks must stand alone, with reasonable spacing (at least the height of the Trademarks) between each side of the Trademarks and any other graphic or textual image.
• Partner must include the following statement in its materials that include the Trademarks: Merchant, Merchant Inc., Merchant.com and certain other graphics or marks are registered trademarks of Merchant.
• Partner acknowledges that all rights to the Trademarks are the exclusive property of Merchant and all goodwill generated through Partner’s use of the Trademark will inure to the Merchant’s or Partner’s benefit.
• Merchant reserves the right in its sole discretion to modify these guidelines at any time upon prior written notice. Merchant reserves the right to take action against any use that does not conform to these guidelines, including terminating this Agreement.
• Partner may not copy any image on the Merchant website except for those links specifically provided to Partner under this Agreement.


14. REPRESENTATIONS AND WARRANTIES
    Partner hereby represents and warrants to Merchant that: (i) Partner has duly and validly assented to this Agreement and it constitutes Partner’s legal, valid, and binding obligation, enforceable against Partner in accordance with its terms; (ii) Partner’s Site complies with Partner’s obligations described in this Agreement, including, but not limited to, Partner’s obligations regarding eligibility, advertising, privacy and e-mail; (iii) the assent to the terms of this Agreement, delivery, and performance by Partner of this Agreement and the consummation by Partner of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which Partner is subject, (b) any order, judgment, or decree applicable to Partner or binding upon Partner’s assets or properties, (c) any provision of Partner’s by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to Partner or binding upon Partner’s assets or properties; (iv) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Partner in connection with the execution, delivery, and performance of this Agreement or the taking by Partner of any other action contemplated hereby; and (v) there is no pending or, to the best of Partner’s knowledge, material threatened claim, action, or proceeding against Partner, or any subsidiary of Partner’s, with respect to the execution, delivery or consummation of this Agreement, or with respect to Partner’s trademarks, and, to the best of Partner’s knowledge, there is no basis for any such claim, action, or proceeding.



15. INDEMNIFICATION
    Partner will indemnify and hold Merchant, its partners, officers, directors, employees and agents harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to or resulting from Partner’s negligence, Partner’s breach of this Agreement, or the development, operation, maintenance, and contents of Partner’s Site, including, without limitation:
    • the accuracy, timeliness and appropriateness of content posted on Partner’s Site (including, among other things, all product-related materials); and
    • the violation or infringement of the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).



16. TERM OF AGREEMENT
    This Agreement is effective upon Merchant’s acceptance of Partner’s Program Application and will end when terminated by either party (the "Term"). Either Merchant or Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (for purposes of this section, if Merchant send notification to the email address under which Partner registered for the LinkShare program, such email shall constitute an effective notice). All Merchant.com online-related content and Links shall be removed from Partner’s Site within 2 days of receipt of notice of termination from Merchant. Partner is only eligible to earn commissions on sales of Qualifying Products purchased through Qualifying Links occurring during the Term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event Merchant makes overpayment, Partner agrees to promptly remit such excess payment upon notification by Merchant. Merchant may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.



17. MODIFICATION OF AGREEMENT
    Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant’s sole discretion, by posting a change notice or a new version of this Agreement on Merchant’s Site. Merchant will also make commercially reasonable efforts to notify Partner of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to Partner, Partner’s only recourse is to terminate this agreement. Partner’s continued participation in the Program following Merchant’s posting of a change notice or new agreement on Merchant’s Site and/or sending Partner the change notice will constitute binding acceptance of the change.



18. RELATIONSHIP OF PARTIES
    Merchant and Partner are independent contractors, and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on Merchant’s behalf. Partner will not make any statement, whether on Partner’s Site or otherwise, that reasonably would contradict anything in this Section.



19. LIMITATION OF LIABILITY
    Merchant will not be liable for indirect, special, punitive or consequential damages including without limitation, any loss of revenue, profits, data or business opportunities arising in connection with this agreement or the LinkShare Program, whether or not Merchant’s knew or should have known that such damages might be incurred. Furthermore, fig leave’s aggregate liability to partner with respect to this agreement and the LinkShare Program will not exceed the total compensation paid of payable to partner during the preceding one-year period.



20. DISCLAIMERS
    Merchant makes no express or implied warranties or representations with respect to the LinkShare program, the Merchant’s Site, the materials licensed by Merchant to Partner hereunder or the products and services offered on Merchant’s website, including, without limitation, warranties of fitness, merchantability, Merchant ability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Merchant makes no representation that the operation of Merchant’s Site will be uninterrupted or error-free, and Merchant will not be liable for the consequences of any interruptions or errors. Merchant will not and is not obligated to, make any representations, warranties, or other statements concerning Partner, Partner’s Site, any of Partner’s products or services, or Partner’s website policies, except as provided in the Advertisements.



21. INDEPENDENT INVESTIGATION
    Partner acknowledges that Partner has read this agreement and agrees to all of its terms and conditions. Partner understands that Merchant 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 Partner’s web site. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement.



22. GOVERNING LAW
    This Agreement will be governed by the laws of the United States and the state of Ohio, 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 New York and Partner irrevocably consents to the jurisdiction of such courts.



23. ASSIGNMENT AND BINDING EFFECT
    Partner may not assign this Agreement, by operation of law or otherwise, without Merchant’s 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.



24. NON-WAIVER
    Merchant’s failure or agreement not to enforce Partner’s strict performance of any provision of this Agreement in a given instance will not constitute a waiver of Merchant’s right to subsequently enforce such provision or any other provision of this Agreement.



25. NO EXCLUSIVITY
    Partner understands that this Agreement is not exclusive and Merchant may at any time (directly or indirectly) solicit customer referrals from third parties on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with Partner’s Site.



26. DATA OWNERSHIP
    Partner hereby grants to Merchant the right to use any information that Partner furnishes to Merchant, which may be through LinkShare. Partner expressly authorizes LinkShare to share with Merchant any data Partner provides to them that is related to Partner’s participation in the LinkShare program. Merchant shall solely own any data that Merchant provide to Partner.



27. CONFIDENTIALITY
    Partner shall maintain the confidentiality of, and not disclose to any third party, all information provided to Partner by Merchant or LinkShare relating to Partners role as a Merchant partner, including without limitation, business information, financial data and marketing data including the number of click-throughs from Partners website to Merchant’s Site and the number of Qualifying Products that Partner’s Site generates for Merchant. Partner shall protect the confidentiality of this information with the same degree of care as Partner uses for Partners own confidential and proprietary information of a similar nature, but not less than reasonable care. Merchant does not plan to make available to Partner any personally identifiable information regarding Merchant’s customers, but in the event that such information is disclosed to Partner by Merchant, Partner shall protect and keep such information confidential, and use it solely for the purpose of performing Partners obligations under the Agreement.
    
    Partner shall destroy such personally identifiable information or return it to Merchant, at Merchant’s option, within ten (10) days after termination of the Agreement.
    
    Partner shall at all times keep proper books and records of account, and shall maintain records and information sufficient to show Partners compliance with the terms of this Agreement, and Partner shall retain such books and records for at least one (1) year following the termination date. Upon reasonable request from Merchant, Partner agrees to furnish to Merchant copies of such books and records.



28. ADVERTISING GUIDELINES
    The image and text links furnished by Merchant to Partner, including the accompanying logos of Merchant (the "Logos") may only be used pursuant to the guidelines set forth in this document. Any other use is strictly prohibited.
    • The Logos may not be used in any manner that might imply that any goods, services, web sites, publications or other materials that do not originate from Merchant are sponsored, endorsed, licensed by, or partnered with Merchant.
    • The Logos may be displayed solely on Partner’s website, and only as a hotlink to Merchant’s website (URL http://www.Merchant.com) and for no other purpose.
    • Partner must display on its Site its own logo(s), business name, product names, or other branding in a primary and more prominent position than that of Merchant’s Logos.
    • The Logos may not be imitated in any manner.
    • The Logos may not be used in a manner that would disparage Merchant or its products or services.
    • The Logos must be used as provided by Merchant, with no changes, including but not limited to separating the words, changing the typeface, adding or deleting words, changing colors, adding taglines, changing the line or letter spacing, or changing the aspect ratio. The Logos may not be animated, morphed, or otherwise distorted in perspective or appearance.
    • The Logos must stand alone and may not be combined with any other object, including but not limited to other partner logos, words, graphics, photos, slogans, numbers, design features, or symbols.
    • The Logos must not be incorporated or used in any manner as part of, or in close proximity to another company’s name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. The Logo must never appear with any other symbol or icon; contained within a box, circle, or other shape; or combined with any other name, logo, or icon to create a co-branded logo.
    • The Logos may not be used in any other company name, product name, service name, domain name, web site title, publication title, or the like.



29. BREACH OF AGREEMENT
    Should Partner violate any terms of this agreement, Merchant reserves the right to deny commission payments to Partner during the period in which violations occur. Should Partner fail to take corrective measures at Merchant’s request, Merchant can remove Partner from the Program at their discretion.