DREAM ESSENTIALS ASSOCIATE PARTNER PROGRAM



Affiliate Operating Agreement
This Agreement, made and entered by and between Dream Essentials and you, the affiliate ("you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the Dream Essentials Associate Partner Program (the "Affiliate Program" or "Program").

1. Enrollment in the Program
You will submit a complete Affiliate Program application from our site. By completing the application, you authorize that you have read and accept this Affiliate Operating Agreement. After we carefully review your application, we will notify you of your acceptance or rejection to the Program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the purpose of Dream Essentials. If your site is accepted, Dream Essentials may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program. Only sites in English are eligible to participate in Dream Essentials Affiliate Partner Program.

2. Promotion of the Affiliate Program
As an affiliate, we will make available to you a variety of graphic and textual links (each of these links referred to herein as "Links" or, individually, as a "Link") which, subject to the terms and conditions hereof, you may display on relevant areas of your site. The Links will serve to identify your site as a member of our Program and will establish a Link from your site to ours.

As an affiliate of Dream Essentials, you agree not to create web pages with affiliate links specifically designed to promote sales via search engines. Instead, your affiliate links should be part of the regular content of your website. This condition is not designed to prevent the creation of legitimate information or reviews about Dream Essentials. Instead, it is meant to help prevent search engine spam, especially the submission of low-quality, poor content "doorway pages." If you are concerned you might violate this condition, you may contact us for clarification

In addition, the program restricts you from running paid placement listings (such as via Overture or Google) where ads for the program are linked to the words directly associated with Dream Essentials, specifically company names or URLs. Again, if you have questions about linking an ad to keywords, you may contact us for clarification

3. Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site, however, all Links must be approved in writing by us. We will be solely responsible for processing orders placed on our site by a customer following a Link from your site, tracking the volume and amount of sales generated by your site, and providing information to affiliate sites regarding sales statistics. We reserve the right to reject orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to our site.

4. Responsibilities of Affiliates
You are responsible for placing the Dream Essentials links on your site. You have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

You must ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site. You indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site. As an Affiliate, you will make sure that your site does not copy or resemble the look and feel of Dream Essentials and any of its properties or create the impression that your site is our site or a part of our site.

5. Commission
Sales of Dream Essentials products will qualify for a commission when the following conditions are met: products are sold by us, products are purchased by users linking to our site from your site through a Link, products are shipped by us and Dream Essentials has received full payment. Commission rate will be equal to 20% of net sales for qualifying purchases.

The commissions paid under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by us. When the total commissions due to you exceed $50, we will send a commission check for the applicable amount. Commission checks will be sent approximately 35 days after the end of every month. If the balance of your account is less than $50, we will roll over the balance to the next month. For International accounts payments shall be made using Paypal (http://www.paypal.com). Associates based in the Untied States may elect to receive their payments via this method also.

6. Policies and Pricing
Customers purchasing Dream Essentials products through the Program will be deemed our customers. All rules, policies, terms, and conditions and operating procedures concerning customer orders, customer service, and Dream Essentials product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We solely will determine the prices to be charged for Dream Essentials products sold under the Program in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available on links we provide. Prices and availability of Dream Essentials products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. Publicity
You cannot create, publish, distribute, or permit any material that makes reference to us or uses our name or any of our trademarks without first submitting such material to us and receiving our written consent.

8. Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing membership in Dream Essentials. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Dream Essentials Associate Partner Program. We may revoke your license anytime by giving you written notice.

9. Term of the Affiliate Operating Agreement
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and Dream Essentials trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

10. Modification
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change.

11. Relationship of Parties
You and Dream Essentials are independent contractors and nothing 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.

12. Disclaimers
We make no express or implied warranties or representations with respect to the Dream Essentials website or the Dream Essentials Associate Partner Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

13. Representations and Warranties
You hereby represent and warrant to us as follows:

This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

14. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

15. Limitation of Liability
WE 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 AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Independent Investigation
You acknowledge that you have read this Agreement and agree to all 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 websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Dream Essentials Associate Partner Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

17. Anti-Spam Policy
Affiliates will be removed from the Dream Essentials Associate Partner Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated.

18. Fraud
If you commit fraud or falsify information in connection with the purchase of products at Dream Essentials through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Dream Essentials for any and all damages that Dream Essentials suffers as a result of such actions. You will also be responsible for returning to Dream Essentials all commissions received for such purchases.

19. Governing Law
This Agreement will be governed by the laws of the United States and the State of Washington State, 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 Olympia, Washington State, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our 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. 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 a provision or any other provision of this Agreement.