21st Century Organics Shopping

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The undersigned ("Affiliate"), by submitting the Affiliate Application and this Affiliate Advertising Agreement (collectively "Agreement") to 21st Century Organics, a Nevada corporation ("21st Century Organics"), acknowledges that it wishes to become an Affiliate, and in consideration of 21st Century Organics' approving Affiliate's Application, agrees to be bound by the terms and conditions of this Agreement as well as any specific terms and conditions required by any Marketer (as defined below) to participate in their respective affiliate program ("Marketer Specific Terms"). Affiliate warrants that all information provided in the Affiliate Application is true and accurate. Affiliate understands that 21st Century Organics has sole discretion over whether to accept or reject Affiliate's Application, and that this Agreement will not be binding unless Affiliate has been notified of such acceptance.

RECITALS:

A. Affiliate is the operator and owner of the Internet Web site(s), emails, other segments or spaces on such Web site(s) and Web-based services described in the Affiliate Application (individually a "Distribution Medium" and collectively, the "Distribution Media").

B. 21st Century Organics operates an online performance-based marketing network of online distribution channels owned and/or operated by various entities with whom 21st Century Organics has contracted (collectively "Distribution Partners" or "Affiliates") (which includes the Distribution Media, other Web sites, email lists, desktop applications and wireless services) for which it solicits various entities (as well as other advertisers, advertising agencies or others) ("Marketers") to place performance-based advertising offers in the form of banners, textual links, transactional ads or other relevant media with respect to each Marketer's products and services ("Products"), including the specific offers described in the individual Marketer Specific Terms (the "Offer").

1.Term.

21st Century Organics reserves the right to terminate this Agreement at any time upon notice to Affiliate via e-mail or via 21st Century Organics' Web site. 21st Century Organics may immediately terminate this Agreement without notice if Affiliate is in breach of any representation, warranty or covenant in this Agreement or any other agreement to which Affiliate and 21st Century Organics are a party. Affiliate may terminate this Agreement upon thirty (30) days written notice to 21st Century Organics. The rights and obligations contained in Sections 3, 5, 6, 7, 8 and 9 of this Agreement shall survive the termination or expiration of this Agreement.

2.	Acceptance

(a) Affiliate at its discretion, and upon approval by 21st Century Organics and each applicable Marketer, shall determine which Offers it will display through its Distribution Media. Any Offer displayed by Affiliate shall be displayed on the terms and conditions set forth in this Agreement and in accordance with all applicable Marketer Specific Terms.  In the event that 21st Century Organics or a Marketer believes that the display, or continued display, of an Offer may subject either party or Marketer to potential liability, Affiliate shall, upon written notice from 21st Century Organics, immediately remove the Offer from its Distribution Media.  Affiliate shall not alter or modify the Offer as provided by 21st Century Organics.

(b) Affiliate shall not engage in any of the following prohibited activities: (i) promoting or conducting any illegal or fraudulent activity through the Distribution Media or any site linked to the Distribution Media; (ii) sending or causing to be sent unsolicited advertising e-mails; (iii) the display of obscene, offensive, violent or misleading content on the Distribution Media or any site linked to the Distribution Media; (iv) providing or allowing any incentive based promotion that provides compensation to Qualified Customers (as defined below), unless specifically authorized by Marketer; (v) interfering with or seeking to improperly influence the referral of an end user to a web-site not included within the Distribution Media; (vi) replacing or altering any component of the 21st Century Organics Technology that results in a reduction of compensation earned by 21st Century Organics or another Affiliate or Distribution Partner; or (vii)  any violation of Section 5, 8(b) or 9(a) of this Agreement.  In addition to any other remedies that may be available, in the event that Affiliate engages in any such prohibited activities, 21st Century Organics or Marketer may immediately terminate any and all Campaigns.  A "Campaign" means Affiliate's display of a Marketer's Offer pursuant to Marketer Specific Terms.

3.	Payment For Services

(a) 21st Century Organics agrees to remit to Affiliate an Advertising Fee ("Advertising Fees") payable in the amounts and on the terms as set forth in this Agreement as well as in accordance with all applicable Marketer Specific Terms for all Offers placed with Affiliate which result in the sale of Products or other specified action from the Marketer's Web Site via hyperlinks from Affiliate's Distribution Medium.

(b) As used in this Agreement and in any applicable Marketer Specific Terms:

(i) "Net Monthly Sales" means the net dollar amount actually billed by Marketer for Products sold to a Qualified Customer (as defined below) during a calendar month. Net Monthly Sales are calculated exclusive of fraudulently placed orders, returned orders, transportation and packaging costs, insurance, duties, taxes and other governmental charges, and discounts or rebates actually granted by Marketer.  (ii) A "Qualified Customer" means any individual or entity that (a) purchases Products from the Marketer Site within the period of time as set forth in any applicable Marketer Specific Terms of clicking through to the Marketer's Site via hyperlinks from any Affiliate or Distribution Partner or from any other promotional placement provided by 21st Century Organics or (b) completes and submits to Marketer all information required by Marketer's registration form within the period of time as set forth in any applicable Marketer Specific Terms of clicking through to the Marketer Site via hyperlinks from any Affiliate or Distribution Partner or from any other promotional placement provided by 21st Century Organics.  A person or entity that supplies information previously known or possessed by Marketer is not a Qualified Customer.

(c) In the event an individual or entity visited more than one Affiliate or Distribution Partner of 21st Century Organics prior to purchasing Products from or undertaking some other specified action on a Marketer's Web site, the Affiliate or Distribution Partner operating the last Distribution Medium that such individual or entity clicked through to the Marketer's Web site shall be the only party entitled to receive an Advertising Fee for the Products sold.

(d) 21st Century Organics shall pay the Advertising Fees to Affiliate within thirty (30) days after the end of the month in which 21st Century Organics has received payment from each applicable Marketer for such Advertising Fees. 21st Century Organics shall not be obligated to make any payment of Advertising Fees to Affiliate until (1) it has received payment for such  Advertising Fees from the Marketer and (2) the aggregate amount of Advertising Fees due to Affiliate from a specific Marketer equals or exceeds fifty dollars ($50.00). 21st Century Organics does not aggregate payments remitted to it from different Marketers for the benefit of Affiliate. Any earned but unpaid Advertising Fees shall carry over to the next regularly scheduled payment period.

(e) 21st Century Organics will only remit payment to Affiliate if Affiliate has been accepted by 21st Century Organics as an Affiliate and has provided 21st Century Organics with a correct mailing address and a tax identification number (W-9 form).

(f) Regardless of the timing of any payment made by 21st Century Organics to Affiliate hereunder, 21st Century Organics shall be authorized to chargeback any Fee paid to Affiliate that specifically relates to (i) Products returned by Qualified Customers within ninety (90) days from the date of purchase; (ii) refunds or credits issued to Qualified Customers within ninety (90) days from the date of purchase; or (iii) overpayments toAffiliate, duplicate entries or other clear bona-fide errors.   21st Century Organics shall deduct the amount of the chargeback from and offset such amounts against any monies owed by 21st Century Organics to Affiliate.  In the event that 21st Century Organics has not fully recouped, via offset, any chargeback within sixty (60) days from the date of the chargeback, Affiliate shall issue payment to 21st Century Organics for the outstanding amount of the chargeback.

(g) Amounts credited to Affiliate's account will not bear interest.

(h) Affiliate hereby authorizes 21st Century Organics to electronically transfer (via an automated clearing house or other means) amounts owed to Affiliate to Affiliate's account at the financial institution set forth in the Affiliate Application ("Bank"). Affiliate authorizes Bank to accept and to credit any payments transferred by 21st Century Organics to Affiliate's account. In the event that 21st Century Organics erroneously deposits funds into Affiliate's account, Affiliate authorizes 21st Century Organics to debit Affiliate's account in an amount not to exceed the amount of the erroneous credit. This authorization is to remain in full force and affect until 21st Century Organics and Bank have received written notice from Affiliate of its termination. If Affiliate changes bank accounts, it agrees to immediately notify 21st Century Organics of such change in order to allow 21st Century Organics to update its records accordingly.

4. Responsibilities of 21st Century Organics

21st Century Organics covenants and agrees to use its commercially reasonable best efforts: (a) to provide, monitor and maintain the necessary technology applications required to link Affiliate to each Marketer's Web sites ("21st Century Organics Technology"). 21st Century Organics Technology shall include the use of tags in HTML/Java or other appropriate languages (the "Tags") to enable 21st Century Organics to serve or provide Offers to Affiliate; (b) to provide Affiliate with product descriptions, GIF or JPEG Images, other product attributes (including the SKU's), product availability, order status, and shipment confirmation (each in a mutually acceptable format) for each Marketer that agrees to provide 21st Century Organics and Affiliate with such information; (c) to provide Affiliate with real-time access to records that will allow it to monitor the volume of Offers delivered by Affiliate and the revenue produced thereby (subject to billing corrections and adjustments) in accordance with Section 3. All such records, including data, statistical information or other traffic analysis, produced or provided by Affiliate shall be the sole property of 21st Century Organics.

5. Responsibilities of Affiliate

Affiliate covenants and agrees that it shall: (a) to continue to operate and maintain the Distribution Media (including any Web pages where any Offer appears) in a manner consistent with the intent and purpose of the Distribution Medium; (b) to place Offers on Affiliate's Distribution Medium and (including Web pages where any Offer appears) in accordance with the terms set forth in this Agreement and in accordance with all applicable Marketer Specific Terms; (c) to position the Offers on each Distribution Medium (including any Web page where any Offer appears) in such a manner to assure that the Offers are fully and clearly visible to consumers and displayed in a similar manner as other Marketers included in the Distribution Medium; and (d) not link to the 21st CO web site directly from PPC links or search engine links (traffic must come from the affiliate web site.)  As to each individual that agrees to be included in Affiliate's outbound email solicitations, Affiliate shall maintain the information establishing the time and date that each individual granted such permission.

6. Indemnification; Limitation of Liability

(a) Affiliate agrees to indemnify, defend and hold harmless 21st Century Organics and each applicable Marketer (and their respective officers, directors, employees, shareholders and agents) 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 (i) any breach of this Agreement by Affiliate or (ii) the operation and content of the Distribution Media. Affiliate acknowledges that each Marketer who displays or allows to be displayed any Offer on Affiliate's Web site or through any of Affiliate's Distribution Medium is an intended third party beneficiary of these indemnities. Affiliate agrees that it will not assert a defense based upon lack of privity against any Marketer seeking to enforce these indemnities.

(b) 21st Century Organics agrees to indemnify, defend and hold harmless Affiliate (and its respective officers, directors, employees, shareholders and agents) 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 breach of this Agreement by 21st Century Organics.

(c) Neither Affiliate, 21st Century Organics nor any Marketer shall be liable to one another for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind arising out of this Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Neither Affiliate, 21st Century Organics nor any Marketer shall be liable to one another for lost or imputed profits arising out of this Agreement or its termination. Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy. Except for liabilities resulting from 21st Century Organics' willful misconduct or recklessness, the liability of 21st Century Organics shall not exceed the total amount of the Advertising Fees actually paid by 21st Century Organics to Affiliate under this Agreement and each applicable Marketer Specific Terms. Affiliate shall not be liable (i) for any errors or omissions included in the Offers received from 21st Century Organics or (ii) in the event that Affiliate encounters technical or other difficulties that may occasionally hinder the operation of the Distribution Medium. 21st Century Organics shall not be liable to Affiliate or any other person or entity for (i) any information provided to any person or entity by any Marketer or any illegal, inappropriate act or act of misconduct on the part of any Marketer; (ii) system downtime of 21st Century Organics or any Marketer; (iii) unauthorized access to, or alteration, theft or destruction of Affiliate's Distribution Medium, data files or systems or programs through accident, fraudulent means or device; or (iv) any claim attributable to errors, omissions or other inaccuracies in the Offers.

7. Confidentiality

In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and such party's contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party's request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.

8. Trademarks and Proprietary Rights

(a) 21st Century Organics, on behalf of each applicable Marketer, grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use, reproduce and distribute the Offers in accordance with the terms of this Agreement. 21st Century Organics specifically does not grant Affiliate any right to use any Marketer's trade name without the express written consent of 21st Century Organics. 21st Century Organics grants Affiliate a limited, non-exclusive, non-transferable license for the term of this Agreement to use the 21st Century Organics Technology solely in accordance with the terms of this Agreement. Affiliate grants 21st Century Organics a limited, non-exclusive, non-transferable, revocable license to use, reproduce and distribute its company name and logo for use in 21st Century Organics' promotional materials. Each license granted in this Section 8(a) is hereinafter referred to individually as "Licensed Property."

(b) Neither party shall use the other party's Licensed Property in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's Licensed Property and will avoid any action that diminishes the value of such marks.

(c) Subject to the limited licenses granted to 21st Century Organics and Affiliate under Section 8(a), each party and each Marketer owns and shall retain all right, title and interest in its tradenames, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party. All data that is collected by 21st Century Organics while performing its obligations under this Agreement is the property of 21st Century Organics. 21st Century Organics currently uses and plans to continue to use data that it collects in an aggregate manner (i.e. that information which is gathered as a group of demographic data, and is not personally or company identifiable).

9. General Provisions

(a) Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (ii) nothing contained in this Agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and (iii) the performance of this Agreement shall not infringe or violate upon the Intellectual Property or privacy rights of any third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9(A), NEITHER 21st Century Organics NOR AFFILIATE MAKE, AND EACH SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE DISTRIBUTION MEDIUM, PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, AND NON-INFRINGEMENT.

(b) Jurisdiction and Governing Law. Affiliate consents to the exclusive personal jurisdiction of the state and federal courts located in Nevada and agrees that any claim against 21st Century Organics shall be brought in the state or federal courts located in Las Vegas County, Nevada. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Nevada without reference to conflict of laws principles. Affiliate consents to the personal jurisdiction of the state and federal courts located in Las Vegas County, Nevada, and agrees that any lawsuit between Affiliate and 21st Century Organics shall be filed in this venue.

(c) Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

(d) Relationship. The relationship of 21st Century Organics and Affiliate established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other. The detailed operations of 21st Century Organics under this Agreement are subject to the sole control and management of 21st Century Organics. The parties acknowledge that, except as set forth in Section 5 hereto, this Agreement sets forth a non-exclusive relationship between the parties.

(e) Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as follows. To 21st Century Organics at the address listed on its Web site; to Affiliate at the address set forth in the Affiliate Application; and to Marketer at its principal business address.

(f) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

(g) Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. 21st Century Organics reserves the right to modify this Agreement at any time. Any such modification shall be immediately effective upon the posting of the modified Agreement upon the 21st Century Organics Web Site, or the Connect Commerce Web site, or any successor Web site.

(h) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.

The individual clicking on this link and submitting this application certifies that she or he is authorized to act on behalf of Affiliate and that she or he, on behalf of Affiliate, has read and accepted the terms, conditions and disclosures associated with this Agreement.

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