Earth Angel Oils^TM

Affiliate Agreement

THIS AGREEMENT (the "Agreement) is made this day by and between Earth Angel Oils, ("Earth Angel"), and the Affiliate (the "Affiliate," and collectively, the "Parties").

WHEREAS Affiliate wishes to promote Earth Angel Oils, and to use materials provided by Earth Angel Oils such as website links and coupon codes and include a link to the Earth Angel Oils website within those materials be they electronic or printed;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.  Promotional Materials. Earth Angel Oils shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website or in printed or broadcast format (the "Promotional Materials").  Affiliate shall display the Promotional Materials on Affiliate's website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.   Affiliate shall also include a link from the Promotional Materials to the Earth Angel Oils website, as specified by Earth Angel Oils.

2.      Use of Promotional Materials.  The Affiliate's use and display of the Promotional Materials shall conform to the following terms, conditions and specifications:

a.       Affiliate may not use any graphic, textual or other materials to promote Earth Angel Oils website, products or services other than the Promotional Materials provided by Earth Angel Oils, unless Earth Angel Oils agrees to such other materials in writing or via email prior to their display.

b.   Affiliate may only use the Promotional Materials for the purpose of promoting the Earth Angel Oils website (and the products and services available thereon), and for linking to the Earth Angel Oils website.

c.    The Promotional Materials will be used to link only to the Earth Angel Oils website, to the specific page and address as specified by Earth Angel Oils.

d.         Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as Earth Angel Oils prepares them.  If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior email consent from Earth Angel Oils for such alteration of modification.

3.      License.  Earth Angel Oils hereby grants to Affiliate a nonexclusive, nontransferable license (the "License") to use the Promotional Materials as specified under the terms and conditions of this Agreement.  The term of the License shall expire upon the expiration or termination of this Agreement.

4.      Intellectual Property.  Earth Angel Oils retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials.  Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

5.      Relationship of Parties.  This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Earth Angel Oils and Affiliate.  Affiliate shall provide services for Earth Angel Oils as an independent contractor.   Affiliate shall have no authority to bind Earth Angel Oils into any agreement, nor shall Affiliate be considered to be an agent of Earth Angel Oils in any respect.

6.      Commissions.  In exchange for Affiliate's display of the Promotional Materials, and for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Earth Angel Oils shall pay to our Affiliates a commission (the "Commission") in the amount of 15 % of the final sale amount on all eligible sales after discounts. Commissions are not paid on shipping or service fees. Wholesale orders are NOT eligible for Affiliate coupons or commissions. Eligible coupon orders will be entered periodically during the month.

b.   Earth Angel Oils shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate.  Affiliate shall be given access to these records via the web based Affiliate Console.  Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Earth Angel Oils within 14 days of discovering such discrepancy.

c.   (if applicable) For the purposes of this Agreement, a "Bona Fide Click-Through" shall be defined as any successful attempt by a visitor of Affiliate's website to click on the link within the Promotional Materials on Affiliate's website and to visit the Earth Angel Oils website.  Earth Angel Oils shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs.  Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to the Earth Angel Oils website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliate's employees, agents, customers, or other persons to click the link to the Earth Angel Oils website for any purpose other than the promotion of the services and/or products offered through Earth Angel Oils website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to the Earth Angel Oils website.

d.   Earth Angel Oils shall pay all Commissions accrued and payable to Affiliate on or about the 15th day of each month (the "Commission Payment Date").  If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $20.00, then such accrued and payable balance may be held over to the following month, and paid together with the Commissions due for that month.  If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Earth Angel Oils shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.

e.   In the event that Affiliate materially breaches this Agreement, Earth Angel Oils may terminate this Agreement within 30 days of such breach. Any accrued and payable Commissions owing to Affiliate shall be forfeited, and Earth Angel Oils shall not be obligated to pay such Commissions to Affiliate.

7.  Affiliate's Representations and Warranties.  Affiliate represents and warrants the following:

a.       Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

b.      Affiliate's website does not contain any materials that are

 i.            Sexually explicit, obscene, or pornographic;

 ii.            Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

iii.            Graphically violent, including any violent video game images; or

 iv.            Solicitous of any unlawful behavior

c.       Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate's website.  Nothing on Affiliate's website infringes upon the intellectual property rights of any person or entity.  No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d.      Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e.       Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f.       Affiliate will not publish or otherwise distribute any advertising materials for Affiliate's website that reference Earth Angel Oils or Earth Angel Oils website unless Earth Angel Oils gives prior written consent to the distribution of such materials.  Affiliate will not use Earth Angel Oils name (or any name that is confusingly similar to Earth Angel Oils name) for any purpose on its website, in its promotional materials, or in any other context except to promote Earth Angel Oils website as specified in this Agreement.   Affiliate will not register any domain name that incorporates Earth Angel Oils name, or that is confusingly similar to Earth Angel Oils name.

g.      Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Earth Angel Oils or Earth Angel Oils website.

8.   Indemnification.  Affiliate shall indemnify Earth Angel Oils and hold harmless Earth Angel Oils from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate's warranties set forth in Section 7 above.   Affiliate shall also indemnify and hold harmless Earth Angel Oils for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9.   Confidentiality.  Any information that Affiliate is exposed to by virtue of its relationship with Earth Angel Oils under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information."   Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Earth Angel Oils.

10.  Term.  a.   This Agreement shall take effect upon acceptance of the Affiliate by Earth Angel Oils and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b.      Either Party shall have the right to terminate this Agreement at any time and for any cause.  The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

11.  Taxes.  Earth Angel Oils shall not be responsible for any taxes owed by Affiliate arising out of Affiliate's relationship with Earth Angel Oils as set forth in this Agreement.  Earth Angel Oils shall not withhold any taxes from the Commissions paid to Affiliate.

12.  Limitation of Liability.  Earth Angel Oils shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Earth Angel Oils was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

13. Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Utah without regard to conflicts of law principles.

14. Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

15. Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

16. Notice.   Any notice required or otherwise given pursuant to this Agreement shall be via email to affiliates@earthangeloils.com and any notice from Earth Angel Oils to the Affiliate will be sent via email to the email address on record for the Affiliate.

17. Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

18. Entire Agreement.   This Agreement constitutes the entire agreement between Earth Angel Oils and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Earth Angel Oils retains the right to edit or change this agreement at any time with 30 days notice to be sent to the Affiliate via email. Continued use of the promotional materials supplied by Earth Angel Oils after the 30 days shall be considered acceptance of the new agreement by the Affiliate.

19. Acceptance.   Submission of the Earth Angel Oils Affiliate Application by the Affiliate constitutes acceptance of the terms and conditions of the Agreement.