This Ambassador Program Agreement (the "Agreement") is made by and between Silk & Snow Inc., a Toronto Ontario, Canada corporation (“we”, “us”, “our”, "Silk & Snow"), and you, as an Ambassador ("you", "your", "Ambassador") utilizing the Silk & Snow’s Ambassador Program (the “Program”). You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Program as an Ambassador. By signing up for Program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Program as an Ambassador. 1. Privacy Policy Silk & Snow respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact [email protected] 2. Definitions

• • "Performance Marketing" occurs when individual web sites that generate their own traffic ("Ambassadors") partner with Silk & Snow and Silk & Snow pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.

 

• • "Ambassador" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Ambassadors use Silk & Snow to facilitate relationships with Silk & Snow as well as gain tracking, reporting, and receipt of commission payment.

 

• • "Silk & Snow" means an e-commerce entity paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor. Silk & Snow use the Program to facilitate relationships as well as gain tracking, reporting, and issuance of commission payment.

 

• • "Visitor" means any person, or user that clicks on a Link to a Silk & Snow’s Web site placed on an Ambassador's Web site.

 

• • "Sale commission" means the Payout the Silk & Snow sets and agrees to pay for Visitors referred to the Silk & Snow's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Ambassador's site, then no Payout shall occur.

 

• • "Lead commission" means the Payout the Silk & Snow sets and agrees to pay for Visitors referred to the Silk & Snow's Web site that results in the Visitor performing an action defined by the Silk & Snow. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or at a later time not to exceed 30 days. If an action occurs after 30 days and the Visitor has not returned through an authorized Ambassador's site, then no Payout shall occur.

 

• • "Click commission" means the Payout the Silk & Snow sets and agrees to pay for a valid click from an Ambassador Partner's site to the Silk & Snow's site that results in the Silk & Snow's Web site being viewable to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Web site or in this agreement, which criteria may change from time to time.

 

• • "Payout" means the amount of sale commission, lead commission, or click commission a Silk & Snow agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

 

• • "Commission" means the amount sale commission, lead commission, or click commission a Silk & Snow agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

 

• • "Link" means a hyperlink placed on an Ambassador's site that, when clicked on, sends a Visitor through to a Silk & Snow website via redirection at Silk & Snow. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Silk & Snow.

 

• • "VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Silk & Snow. Silk & Snow's may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.

 

• "Your Account" means a specific account within the Program, where Commissions are credited.

3. The Program Silk & Snow has developed and operates a program (the "Program") which allows Ambassadors to participate in Performance Marketing programs. As an Ambassador of Silk & Snow you will be establishing arrangements with third party organizations, called Silk & Snow. All Ambassador relationships established between You, the Ambassador, and Silk & Snow will be conducted and managed through the Program. 4. Link Placement As an Ambassador of the Program, you may place and remove Silk & Snow Links on Your site and in acceptable locations.

• You place our Silk & Snow banners anywhere on your site as you see fit, or within non-spam emails.
• Adult, Hate, or other related sites are not allowed
• Any page that contains Silk & Snow links, banners, or code must be written in English.
• You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.
• Ambassador accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned Ambassador account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an Ambassador ever owe monies to Silk & Snow based on fees - the account will simply be closed. An abandoned Ambassador account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.
• NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
• NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
• NOT ALLOWED: Any display of a Silk & Snow window that isn't the result of a direct click by the end-user.
• Failure to abide by these rules could mean termination from a given merchant program, or completely with a complete forfeit of commissions.
• Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

5. Ambassador Payment Silk & Snow uses a third party software to handle the tracking and payment. You will receive a Commission for each person that discovers Silkandsnow.com from your site and makes a purchase of a mattress thereon. People that have already visited Silkandsnow.com prior to returning to Silkandsnow.com through a link you control as part of this Agreement is not subject to commission. Payments are made within 3 weeks for all commissions earned from the prior calendar month. Money credited to Your Account does not accrue interest. Because Silk & Snow offers a 100-night Risk Free Trial on its mattress products, Silk & Snow reserves the right to hold-back all commission for 100 days. The amount of such hold-back may be adjusted by Silk & Snow from time to time at its sole discretion. Notice of such changes shall be provided to Ambassador prior to such change occurring. 6. Program and Support Silk & Snow will provide support for the Program as indicated on the Silk & Snow Web site. 7. Email Contact Silk & Snow reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Program or any Silk & Snow related products and services. 8. Changes to the Program Silk & Snow reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Program at any time. In the event of any material change, Silk & Snow will notify You via e-mail, newsletter or the Silk & Snow Web site, at which time You may either agree to such changes or withdraw from the Program. 9. Registration To sign up as an Ambassador of Silk & Snow and to use the Program as an Ambassador Partner you must be at least 18 (eighteen) years of age. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN SILK & SNOW: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, the Ambassador will select a username and password combination that You use to access Your Ambassador area within the Program. You shall provide Silk & Snow with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that Silk & Snow may rely on any data, notice, instruction or request furnished to Silk & Snow by You which is reasonably believed by Silk & Snow to be genuine and to have been sent or presented by a person reasonably believed by Silk & Snow to be authorized to act on Your behalf. You shall notify Silk & Snow by e-mail at [email protected] of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Silk & Snow and referral to the appropriate law enforcement agencies. 10. Acceptable Use You represent to Silk & Snow that all content You provide to the Program is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Ambassador of the Program any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Silk & Snow may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Ambassador, You may not artificially inflate traffic counts to Silk & Snow site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Silk & Snow partners. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Silk & Snow for that Link. Points or reward programs for click or lead programs are NOT allowed. Silk & Snow RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF Silk & Snow. If You are terminated from the Program, Silk & Snow has the right to withhold money You earned within the Program or money that You owe within the Program and You will not be allowed to re-join Silk & Snow. You are prohibited from bidding on keywords in any Pay-Per-Click (PPC) campaign that includes keywords such as silkandsnow.com, www.silkandsnow, www.silkandsnow.com, Silk & Snow, Silk + Snow, Silk and Snow and/or any misspellings or similar alterations of these. Such activity shall be considered trademark violation you will be banned from Merchant’s Ambassador Program. We will do everything possible to contact you prior to the ban. However, we reserve the right to expel any trademark violator from our Ambassador program without prior notice, and on the first occurrence of such PPC bidding behavior. 11. Limited Warranty The Program, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SILK & SNOW DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF SILK & SNOW ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE PROGRAM, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, SILK & SNOW SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Silk & Snow will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Ambassador understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Silk & Snow liable for any of the consequences of such interruptions. SILK & SNOW SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AMBASSADOR OR AMBASSADOR CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. SILK & SNOW SHALL HAVE NO LIABILITY WITH RESPECT TO SILK & SNOW OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SILK & SNOW HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF SILK & SNOW HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY SILK & SNOW AS A DIRECT RESULT OF THIS AGREEMENT. 12. Limitation of Liability WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SILK & SNOW’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. 13. Non-Disclosure Silk & Snow acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. Silk & Snow agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of Silk & Snow, that becomes available to Silk & Snow from third parties without knowledge by Silk & Snow of any breach of fiduciary duty, or that Silk & Snow had in its possession prior to the date of this Agreement. Silk & Snow does not collect information about a Silk & Snow’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. Silk & Snow reserves the right to be able to utilize this data in aggregate to analyze Program trends, monitor Program efficiencies, and perform such other analysis as Silk & Snow deems appropriate. 14. Ownership and Licenses You, the Ambassador, are granted a non-exclusive, limited, revocable right to use Silk & Snow provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Silk & Snow, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Silk & Snow’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. A Silk & Snow may immediately terminate Your license to use the marks if the Silk & Snow reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Silk & Snow above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Silk & Snow’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Silk & Snow. 15. Representations Silk & Snow makes no representations whatsoever about any other Web site which You may access through the Program. In addition, a link to a non-Silk & Snow Web site does not mean that Silk & Snow endorses or accepts any responsibility for the content or the use of such Web site. 16. Non-Assignability Ambassador or Silk & Snow may assign this Agreement to any successor or Ambassador upon notice to the other party and mutual agreement between both parties. 17. Force Majeure Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party. 18. Jurisdictional Issues The Agreement and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to the Agreement or Silk & Snow shall be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts in or for Toronto, Ontario, Canada for the purpose of litigating all such claims, disputes, actions, causes of action, issues, or requests for relief. 19. Miscellaneous This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.