This agreement (the “Agreement”)
is made between BEST BAR EVER, INC. (the “Company”), and the Affiliate
(collectively, the “Parties”) for participation in The Company’s Affiliate Program.
If Affiliate does not want to participate in the Affiliate Program, please
disregard the following agreement.  
Affiliate wishes to include certain materials promoting Company, and to
include a link to Company’s website within those materials on Affiliate’s
website;

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. Company 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’s website (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 Company’s
website, as specified by Company.

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

a.   
Affiliate
may not use any graphic, textual, or other materials to promote Company’s
website, products, or services other than the Promotional Materials, unless
Company agrees to such other materials in writing prior to their display.

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

c.    
Affiliate
will not alter, add to, subtract from, or otherwise modify the Promotional
Materials as they have been prepared by Company. If Affiliate wishes to alter
or otherwise modify the Promotional Materials, Affiliate must obtain prior
written consent from Company for such alteration of modification.  

d.    The Promotional Materials will be used to
link only to Company’s website, to the specific page and address as specified
by Company.

3.   
License.
Company hereby grants to Affiliate a non-exclusive, non-transferable 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. Company 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
Company and Affiliate. Affiliate shall provide services for Company as an
independent contractor. Affiliate shall have no authority to bind Company into
any agreement, nor shall Affiliate be considered to be an agent of Company 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, Company shall pay to Affiliate a commission (the “Commission”) in
the amount of a flat dollar amount per box of product sold to a user that
accesses Company’s website through a link on Affiliate’s website. The current
percentage posted is 15%. This percentage is subject to change by the Company
at any time.

a.   
Notification
to Affiliate of any change in commission percentage will be sent by Company to
the email address on hand for the Affiliate. Commission will be based on
purchases made by a user for any new and recurring purchases for the life of
the registered user.

b.   
Company
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
reasonable access to these records upon request.

c.    
Commissions
are held for a period of 3 (three) months from any purchase to protect Company
in the event of any chargeback that may occur. Company shall pay all
Commissions accrued and payable to Affiliate within 7 days of the first 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
$10.00, then such accrued and payable balance shall 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 3 (three)
consecutive months, then Company shall pay all accrued and payable Commissions
to Affiliate in the fourth month, regardless of the total amount owed. Payment
is made via the Affiliate’s PayPal account or as agreed upon.

d.    In the event that Affiliate materially
breaches this Agreement and Company terminates this Agreement within 30 days of
such breach, then any accrued and payable Commissions owing to Affiliate shall
be forfeited, and Company 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 Company or Company’s website unless Company
gives prior written consent to the distribution of such materials. Affiliate
will not use Company’s name (or any name that is confusingly similar to
Company’s name) for any purpose on its website, in its promotional materials,
or in any other context except to promote Company’s website as specified in
this Agreement. Affiliate will not register any domain name that incorporates
Company’s name, or that is confusingly similar to Company’s name.

g.    Affiliate will not engage in the distribution
of any unsolicited bulk emails (spam) in any way mentioning or referencing
Company or Company’s website.

8.   
Indemnification. Affiliate shall indemnify Company and hold
harmless Company 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 Company 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 Company 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
Company.

10. Term.  

a.   
This
Agreement shall take effect immediately, 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. Company shall not be responsible for any
taxes owed by Affiliate arising out of Affiliate’s relationship with Company as
set forth in this Agreement. Company shall not withhold any taxes from the
Commissions paid to Affiliate.

12. Limitation
of Liability. Company 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 Company 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. 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.

14. 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 provision of this Agreement is
deemed invalid or unenforceable by any court of competent jurisdiction, and if
limiting such provision would make the provision valid, then such provision
shall be deemed to be construed as so limited.

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

16. Entire
Agreement. This Agreement constitutes the
entire agreement between Company 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.