BENEFIT AFFILIATE AGREEMENT This Benefit Affiliate Agreement ("Agreement") is made between Benefit Cosmetics LLC, a Delaware limited liability company ("Merchant") and [insert name of Partner] ("Partner"). BACKGROUND Partner and Merchant are each enrolled in The LinkShare Network(tm). Partner and Merchant each desire to establish the general terms and conditions which will govern advertising and commission arrangements between Partner and Merchant in connection with their participation in The LinkShare Network(tm). TERMS AND CONDITIONS In consideration of the promises set forth below, the parties agree as follows: 1. Offers and Engagements. 1.1. From time to time, Merchant may post on The LinkShare Network(tm) offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The LinkShare Network(tm) they will be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" will also include any counter-offers resulting from an Offer. 1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via The LinkShare Network(tm), an "Engagement" will have been formed. Each Engagement will have the same identification number as the original Offer that led to the Engagement and will be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement will govern. Merchant will provide one or more graphic and/or textual links (each, a “Merchant Link”) for use by Partner in connection with an Engagement. 1.3. At any time before Partner provides a Qualifying Link, Merchant may with or without notice (a) change, suspend, revoke or discontinue any aspect of an Offer or an Engagement or this Agreement or (b) remove, alter, or modify any graphic, banner ad submitted by Merchant as a Merchant Link for an Offer or an Engagement. Partner must promptly comply with any request from Merchant to remove, alter or modify any Merchant Link, graphic, trademark, banner ad or logo submitted by Merchant that is being used by Partner as part of an Engagement. 2. Partner's Responsibilities. 2.1. Partner will link its site to areas within Merchant's site using a Merchant Link to the Merchant’s site in accordance with the special URLs specified in the Engagement (the "Required URLs"). Partner may post as many Merchant Links to the Required URLs as it wishes on Partner's site. The position, prominence and nature of a Merchant Link on the Partner's site must comply with any requirements specified in the Engagement and must be displayed prominently in relevant sections of the Partner’s site, but otherwise will be in the discretion of Partner. Upon Merchant’s request, Partner must immediately remove from Partner’s site any Merchant Link which is displayed on a page or in a manner that Merchant, in its sole discretion, deems objectionable. 2.2. Partner may not make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services or policies, except as expressly authorized by the Engagement. 2.3. Partner is responsible for notifying Merchant and The LinkShare Network(tm) of any malfunctioning of the Merchant Links or Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner. 2.4 Partner will be solely responsible for the development, operation, and maintenance of Partner’s site and for all materials appearing on Partner’s site, including, without limitation, the technical operation of Partner’s site and all related equipment, the accuracy and appropriateness of materials posted on Partner’s site, ensuring that materials posted on Partner’s site does not violate or infringe upon the rights of any third parties, and ensuring that materials posted on Partner’s site are not libelous or otherwise illegal. 2.5 Partner agrees that it will not: (a) employ any spyware, adware, parasiteware or other similar techniques or programs that gathers information about Internet users without their consent; (b) employ URL redirection, URL forwarding, domain redirection, domain forwarding or any other technique that automatically redirects Internet users to Merchant’s site; (c) send, or direct any third party to send, any email transmission in connection with any Engagement or that otherwise references or promotes Merchant that does not fully comply with all the rules and regulations set forth in the “CAN-SPAM Act of 2003”; (d) purchase any products from Merchant’s site for the purpose of reselling such products, or engage in any similar transactions on behalf of any third party, or authorize, assist, or encourage any other person or entity to engage in such transaction; or (e) take any action, use any technique, or design Partner’s site in any way that could reasonably cause any customer confusion as to the relationship between Merchant and Partner or as to the site on which any function is occurring. Any Partner that violates any of the foregoing prohibitions will be immediately terminated from this Agreement and any Engagement, and prohibited from participating in any subsequent Engagements with Merchant, and will forfeit any unpaid commissions. 3. Commissions. 3.1. Merchant will pay Partner the commission specified in the Engagement if Merchant sells to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer accesses Merchant's site via a Qualifying Link (each, a “Qualifying Sale”). A Qualifying Sale does not include any purchases made by Partner of Merchant’s products or services or any purchases made on Merchant’s site that are rejected by Merchant for reasons including, without limitation, fraud, cancellation, or non-compliance with any reasonable requirements established by Merchant as a condition of sale. Merchant will pay commissions on Qualifying Sales, less amounts for taxes, shipping and handling costs, returns, refunds, chargebacks, or bad debt. In no event will Partner receive any compensation for purchases made on Merchant’s site that do not originate directly (in each instance) through a Qualifying Link. A Qualifying Sale includes the initial order placed by a Customer through a Qualifying Link from Partner's site within each Session, but does not include any subsequent order placed by such Customer during that same Session that is not through a Qualifying Link. 3.2. A "Qualifying Link" is a link from Partner's site to Merchant's site using one of the Merchant Links provided by Merchant for use in the Engagement if 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 the Engagement expires or is terminated. 3.3. Merchant has the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers will be between Merchant and the Customer. 3.4. If Merchant pays Partner a commission for a Qualifying Sale that subsequently results in a return, refund, chargeback or bad debt, the amount of the commission paid will be deducted from Merchant’s next payment to Partner, or if there are no subsequent payments, Partner will promptly pay such amounts to Merchant upon receipt of an invoice from Merchant 3.5 All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network(tm) and will be final and binding on both Merchant and Partner. Prices and policies for Merchant’s products and services will be set by Merchant in its sole discretion. 4. Ownership and Licenses. 4.1. Each party owns and will 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. 4.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit Merchant’s name, logos, trademarks, service marks, trade dress and proprietary technology (the “Merchant Intellectual Property”), as designated in the Engagement or during the enrollment process in The LinkShare Network(tm), on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the Merchant Intellectual Property. Partner may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void. 4.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Merchant's site to Partner's site. Merchant will remove such graphic or banner ad upon Partner's request. 4.4 Except with Merchant’s prior written consent, Partner may not use, purchase or otherwise contract with a third party to exploit the Benefit Cosmetics or Benefit names, benefitcosmetics.com or other Merchant trademarks or domain name, or any variation thereof, including but not limited to misspellings thereof or any other trademark or domain name which may, in Merchant’s reasonable discretion, be confused with Merchant’s trademark or domain name (each, a “Merchant Name”), in any manner not expressly authorized under this Agreement, including, without limitation, the following: (a) Partner may not purchase any search engine keyword or keyword string that is or contains any Merchant Name or any other word or term that is likely to cause confusion regarding its affiliation with Merchant if Partner has outbid or outranked any bid placed by Merchant for such keyword or keyword string. Provided that Partner’s bid for any paid search listing does not violate the foregoing restriction, Partner may use a Merchant Name in a sponsored search listing if such listing clearly identifies Partner as an affiliate of Merchant and provided that the landing page for such listing is not a page on Merchant’s site; (b) Partner may not use any Merchant Name in metatags, in hidden text or source code, in e-mails or newsletters, in searchable keywords, in Partner’s ad copy, or in Partner’s domain or sub-domain or any other part of Partner’s URL; (c) Partner may not engineer Partner’s site in a manner that pulls Internet traffic away from Merchant’s site; (d) Partner may not use a Merchant Name in the originating or return e-mail address line, header or subject line of any e-mail transmission; and (e) Partner may not register or use any URL or domain name if such registration or use infringes upon Merchant’s rights in any Merchant Name. Any Partner that violates any of the foregoing prohibitions will be immediately terminated from this Agreement and any Engagement, and prohibited from participating in any subsequent Engagements with Merchant, and will forfeit any unpaid commissions. 5. Termination. 5.1. Either party may terminate any Engagement at any time by deleting its acceptance of the Engagement through The LinkShare Network(tm). Termination of an Engagement will not terminate this Agreement or any other Engagement. 5.2. Either party may terminate this Agreement at any time, for any reason, provided that, except as set forth in Sections 2.5 and 4.4 of this Agreement, such party provides at least five day's prior written notice of such termination to the other party and The LinkShare Network(tm). Termination of this Agreement will also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, will survive termination of this Agreement. 6. Representations. 6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Cross-Indemnification. 7.1. 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. 8. LinkShare Required Provisions. 8.1. Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare Network(tm) and LinkShare Corporation and its affiliates, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof including any dispute relating thereto. Merchant’s indemnification obligations to LinkShare will be governed by the procedures set forth in Section 9.3 of the LinkShare Master Services Agreement between LinkShare Corporation and Merchant. 8.2. The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties, unless either party has provided LinkShare with prior written notice that any such data, notice, instruction or request furnished by the other party should not be relied upon by LinkShare . In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. 8.3. Merchant and Partner acknowledge and agree that the nature of the LinkShare software (the “Product”) is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. Merchant and Partner acknowledge that LinkShare has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or Merchant or Partner's computer. LinkShare shall not be responsible for provision of any communications facilities or the costs associated with such communications. 8.5. Merchant and Partner agree that LinkShare is an intended third party beneficiary. 9. Limitation of Liability. 9.1. In no event will either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or in connection with this Agreement, even if informed of the possibility of such damages. In no event will the aggregate liability of Merchant exceed the total undisputed commissions due and owing Partner under this Agreement. 9.2. The parties agree that The LinkShare Network(tm) and LinkShare Corporation and its affiliates, officers, directors, employees and agents will not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 10. General. 10.1. The parties are independent contractors, and neither party is authorized to act on behalf of the other or, to obligate or bind the other in any respect. Nothing in this Agreement is intended to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 10.2. This Agreement may not be assigned by Partner, by operation of law or otherwise, without the prior written consent of Merchant. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. 10.3. This Agreement has been made in and must be construed and enforced in accordance with the laws of California. Any action to enforce this Agreement must be brought in the federal or state courts located in California. Official correspondence and notices under this Agreement must be sent to Merchant via registered mail to Merchant's headquarters to the attention of Merchant's legal department. 10.4. This Agreement may be executed in more than one counterpart, each of which together form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. 10.5. The provisions of this Agreement are independent of and separable from each other, and no provision will 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. In Witness whereof, the parties authorized representatives have executed this Benefit Affiliate Agreement as of the date of the last signature set forth below. MERCHANT By: ________________________________ Its:________________________________ Date: ______________________________ PARTNER By: ________________________________ Its:________________________________ Date: ______________________________