AFFILIATE PROGRAM AGREEMENTThis Affiliate Program Agreement ("Agreement") contains thecomplete terms and conditions for your participation inCHERYLS.COM Affiliate Program.  The CHERYLS.COM web site iswww.Cheryls.com (the "Web Site"). You may also be referred toherein as "PARTICIPANT", "You" or "Party" CHERYLS.COM may also bereferred to as "CHERYLS", "We" or "Us".1.The Affiliate Program:(a) We will make available a variety of pre-approved graphic,product, textual and other links as determined by CHERYLS.COM(each of these links sometimes being referred to herein as"Links" or, individually, as a "Link"), which, subject to theterms and conditions of this Agreement, you may display on website as you desire. You agree that you will display on your WebSite only those Links that are pre-approved and provided to youby CHERYLS.COM through the Impact Radius.(b) Your participation in CHERYLS.COM affiliate program ISCONDITIONED UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONSCONTAINED IN THIS AGREEMENT. BY SELECTING THE "ACCEPT" BUTTON ATTHE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING INTO ALEGAL AGREEMENT WITH CHERYLS.COM, FORMALLY INDICATING YOURACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THISAGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONSOF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THISAGREEMENT, DO NOT SELECT THE "ACCEPT " BUTTON AT THE BOTTOM OFTHE ONLINE APPLICATION.2. Term: (a) By joining or participating in the Affiliate Program you areacknowledging that You have read this Agreement and the Terms ofUse of our Web Site and are agreeing to abide by all the terms ofthis Agreement, and the Terms of Use of our Web Site, both ofwhich may be amended from time to time in the sole discretion ofCHERYLS.COM We may notify You of any revisions, deletions oradditions to this Agreement by either (i) posting the revisedAgreement on the Web Site, or (ii) sending you an E-mail.  Yourcontinued participation in the Affiliate Program after any suchposting, or E-mail, shall constitute your binding and legallyenforceable agreement to such amendment and acceptance of theAgreement as amended. Either party may terminate this Agreementat any time, with or without cause, by giving the other partynotice of termination and deleting their acceptance of theEngagement through the Impact Radius. You fullyunderstand that this Agreement creates legally bindingobligations on your part.(b) PARTICIPANT is only eligible to earn commissions on saleswhich are completed during the term of this Agreement, andcommissions earned through the date of termination will bepayable only if the related purchases are not canceled, credited,refunded or returned. CHERYLS.COM may withhold PARTICIPANT'Sfinal payment for a reasonable time to ensure that the correctamount is paid.3. Commissions & Offers:(a)  From time to time, we may post on the Impact Radius(B2C) offers (each, an "Offer") to pay to other participants aspecified commission in return for certain advertising servicesleading to a Qualifying Link.  If you accept one of our Offers,we will have entered into an "Engagement." Each Engagement shallhave the same identification number as the original Offer thatlead to the Engagement and shall be governed by the terms andconditions of this Agreement. However, in the event of anyinconsistency between the terms of the specific Engagement andthe terms of this Agreement, the terms of the Engagement shallgovern.  At any time prior to You displaying a Qualifying Link onone of Your websites, Advertiser may, with or without notice (a)change, suspend or discontinue any aspect of an Offer or anEngagement or (b) remove, alter, or modify any graphic or bannerad that we have submitted for an Offer or an Engagement. Youagree to promptly implement any request from us to remove, alteror modify any such graphic or banner ad.(b) For products that are purchased and are subject to theEngagement  by consumers via  "Qualifying Link" utilizing apromotion(s) approved by CHERYLS.COM and for which CHERYLS.COMhas delivered the ordered products and received full payment(each a "Qualifying Purchase(s)"), PARTICIPANT will receivecommissions which will be based on "Net Sales" of QualifyingPurchase(s): based upon the accepted Offer of a specifiedcommission for which we have entered into an Engagement with youthrough the Impact Radius. "Net Sales" is defined as thegross sales price of a Qualifying Purchase less taxes, servicecharge, shipping, relay and handling charges, discounts, giftcertificates, promotional offers (e.g., airline miles, points, e-money etc.), credit card processing fees, credits, refunds,rebates and chargebacks. We may, within our sole discretion, makeoffers available to you through The Impact Radius from timeto time; which offers may be changed, suspended or discontinuedby CHERYLS.COM at any time without notice. A "Qualifying Link" isa direct link, or the last link, from your web site to our WebSite using one of the required URLs or any other URL provided byus for use in the Impact Radius that the customer uses duringa Session where the sale of a Qualifying purchase has been made.  A "Session" is the period of time beginning from the customer'sinitial contact with our Web Site via a direct link or last linkfrom your web site and terminating when the customer eitherreturns to our Web Site via a link from a site other than yourWeb Site or the engagement expires or is terminated. PARTICIPANTSare responsible for inserting a tracking code in the mannerdesignated by CHERYLS.COM to ensure accurate tracking ofQualifying Purchases.(c) CHERYLS.COM reserves the right to deduct from such paymentsany and all commissions earned by you as a result of the use ofany unapproved promotional and advertising activities to whichyou or your agents may engage in including, but not limited, tounapproved promotional or coupon codes, bidding activities and/orterms, or otherwise violating any of the terms or conditions ofthis Agreement, our Web Site Terms of Use, or the agreements,terms and conditions of the Impact Radius.4. Legal Compliance; Representations and Warranties:PARTICIPANT shall operate its web site, conduct any promotionaland advertising activities (e.g. email and telemarketingcampaigns), and render its services in compliance with allapplicable federal, state, and local laws, rules and regulations,and PARTICIPANT will be solely responsible for obtaining allrequired governmental authorizations necessary for its web siteand the full performance of its services as provided for underthis Agreement. PARTICIPANT hereby further represents andwarrants that: (a) if a corporation, it is a corporation dulyorganized and validly existing and in good standing under thelaws of the state of your incorporation; (b) it has full powerand authority to enter into this Agreement and to perform itsobligations hereunder; (c) it has obtained all permits, licenses,and other governmental authorizations and approvals required forits performance under this Agreement; (d) its web site,promotional activities, and the services to be rendered byPARTICIPANT under this Agreement neither infringes nor violatesany patent, copyright, trade secret, trademark, or otherproprietary or privacy right of any third party; (e) thisAgreement has been duly and validly executed, accepted anddelivered by PARTICIPANT and constitutes its legal, valid andbinding obligation, enforceable against PARTICIPANT in accordancewith its terms; (f) the execution, acceptance, delivery andperformance by PARTICIPANT of this Agreement, and itsconsummation of the transactions contemplated hereby will not,with or without the giving of notice, the lapse of time, or both,conflict with or violate (i) any provision of law, rule orregulation to which it is subject, (ii) any order, judgment ordecree applicable to PARTICIPANT or binding upon its assets orproperties; (iii) any provision of PARTICIPANT'S by-laws orcertificate of incorporation, or (iv) any agreement or otherinstrument applicable to PARTICIPANT or binding upon its assetsor properties; (g) PARTICIPANT is the sole and exclusive owner ofPARTICIPANT'S Marks, as defined herein, and has the right andpower to grant CHERYLS.COM the license to use PARTICIPANT'S Marksin the manner contemplated herein, and such grant does not andwill not (i) breach, conflict with, or constitute a default underany agreement or other instrument applicable to it or bindingupon its assets or properties, or (ii) infringe upon anytrademark, trade name, service mark, copyright, or otherproprietary right of any person or entity; (h) no consent,approval, authorization of, or exemption by, or filing with, anygovernmental authority or any third party is required to beobtained or made by it in connection with the execution,delivery, and performance of this Agreement, or the taking by itof any other action contemplated hereby; (i) there is notpending, or to the best of PARTICIPANT'S knowledge, anythreatened claim, action, or proceeding against PARTICIPANT, orany of its affiliates , with respect to the execution, deliveryor consummation of this Agreement, or with respect to its Marks,and, to the best of its knowledge, there is no basis for any suchclaim, action or proceeding and (j) PARTICIPANT will fully complywith all federal, state, and local laws, rules and regulationsapplicable to Privacy and the sending of unsolicited commercialemails (SPAM), telemarketing, direct mail and othercommunications to consumers and other third parties. PARTICIPANTshall ensure that its web site accurately and adequatelydiscloses, either through a privacy policy or otherwise, how itcollects, uses, stores, and discloses data from visitors,including, where applicable, that third parties (includingadvertisers) may serve content and/or advertisements and collectinformation directly from visitors and may place or recognizecookies on visitors' browsers, and how consumers and other thirdparties may limit any such disclosure or communication.5. Maintenance; Representations and Warranties:(a) PARTICIPANT shall monitor and periodically test the generalavailability and operation of its web site. PARTICIPANTrepresents and warrants that its web site will perform adequatelyso that customers will be able to shop for CHERYLS.COM'sproducts.(b) PARTICIPANT is solely responsible for the development,operation and maintenance of its web site and for all materialsand content that appear on PARTICIPANT'S web site. Suchresponsibilities include, but are not limited to, the technicaloperation of PARTICIPANT'S web site and all related equipment;the accuracy and propriety of all materials and content posted onPARTICIPANT'S web site; and ensuring that materials and contentposted on its web site will not (i) violate any laws, rules orregulations; (ii) violate or infringe upon the rights of anythird party including, without limitation, copyright, patent,trademark, trade secret or other proprietary rights or right ofpublicity or privacy; (iii) be lewd, pornographic, sexuallyexplicit, or obscene; (iv) violate any laws regarding unfaircompetition, anti-discrimination or false advertising; (v)promote violence or contain hate speech, (vi) contain viruses,Trojan horses, worms, time bombs, cancel bots or other similarharmful or deleterious program routines; or (vii) be libelous,harmful, threatening, abusive, harassing, defamatory, derogatoryor otherwise illegal or objectionable to CHERYLS.COM; (viii) be ahomepage or a personal website created through free web spaceoffered by third parties; (ix) use or promote promotion codes,coupon codes or any discount offers unless specificallyauthorized by CHERYLS.COM; (x) contain promotional materialsabout CHERYLS.COM or the Affiliate Program unless specificallyauthorized by CHERYLS.COM . PARTICIPANT shall not (a) include anyof the Marks as defined in Section 8, or variations ormisspellings thereof in any of Participant's domain names or anymetatags; (b) send any emails or other promotional or marketingmaterials which mention CHERYLS.COM, the Affiliate Program or theWeb Site without the prior written consent of CHERYLS.COM; (c)shall not make any press releases or other public statementsregarding the Affiliate Program or CHERYLS.COM or the Web Sitewithout first obtaining the express written approval CHERYLS.COM;(d) take any action that could reasonably cause any customerconfusion as to our relationship with You, or as to the web siteon which any functions or transactions (e.g., search, order,browse, etc.) are occurring; and (e) post or serve anyadvertisements or promotional content around or in conjunctionwith the display of the Web Site (e.g., through any "framing"technique or technology or pop-up windows.  PARTICIPANTunderstands that the use of unsolicited commercial e-mail("spam") by PARTICIPANT and its agents is absolutely prohibited.Your participation the 1-800-Affiliate Program constitutes yourspecific and unconditional agreement to abide this anti-spampolicy.(c) CHERYLS.COM disclaims all liability for all matters set forthin Section 4 and 5(b). Further, PARTICIPANT will indemnify andhold CHERYLS.COM, its parent company, subsidiaries, affiliatesand their respective officers, directors, shareholders andemployees free and harmless against and from all claims, damages,losses, liabilities and expenses (including, without limitation,attorneys' fees) relating to the development, operation,maintenance, and contents of PARTICIPANT'S web site.(d) CHERYLS.COM reserves the right, in its sole discretion, tomonitor PARTICIPANT'S Web Site, at any time and from time totime, to ascertain whether PARTICIPANT is in compliance with theterms of this Agreement.6. Fulfillment:CHERYLS.COM will fulfill all fully paid orders for products inaccordance with CHERYLS.COM's customary business practices.CHERYLS.COM shall be solely responsible for fulfilling all ordersplaced by a customer as a direct result of the Links.CHERYLS.COM's products offered through the Links will besupported by the same favorable warranty and return policy forsuch products as offered through other CHERYLS.COM's channels.Customers who purchase through the Affiliate Program are deemedto be customers of CHERYLS.COM Accordingly, all of CHERYLS.COM'srules, policies, and operating procedures concerning customerorders, customer service, and use of customer names andinformation, will apply to those customers.7. Promotion:(a) Except for the pre-approved promotional and advertisingcontent that we provide or make available to you, any and allpromotional or advertising activities you may wish to engage inrequire the prior written consent of CHERYLS.COM, in eachinstance.  PARTICIPANT shall not create, publish, distribute, orpermit any written material, including, without limitation,promotion codes, coupons and discount offers that make referenceto CHERYLS.COM and/or its parent company, subsidiaries,affiliates and their respective web sites without firstsubmitting such material to CHERYLS.COM and receiving priorwritten consent thereto. When engaging in any direct promotionalor advertising activities with consumers, PARTICIPANT shall (a)identify Participant's complete name and physical postal address,(b) clearly, conspicuously, and truthfully indicate the nature ofthe communication, (c) provide a reasonable method by whichconsumers can eliminate or limit ("opt-out") of suchcommunications, (d) timely and in accordance with applicablelaws, honor consumer requests to "opt-out" of suchcommunications, (e) maintain reasonable records with regard tosuch "opt-out" requests, and (f) do not sell, rent, share,transfer, or disclose any personal information regardingconsumers who "opt-out" except to process their orders andrequests.(b) PARTICIPANT WILL REPRESENT THEMSELVES ON SEARCH ENGINERESULTS FOR RELATED LISTINGS ONLY AS "AFFILIATE OF CHERYLS.COM".THAT WITHOUT LIMITING THE FOREGOING, PARTICIPANT SHALL NOTPURCHASE, USE OR BID FOR PLACEMENT ANY OF THE MARKS, AS DEFINEDIN SECTION 8, WHICH INCLUDE WITHOUT LIMITATION, CHERYLS.COM, ORANY VARIATIONS, MISSPELLINGS, DERIVATIVES, ALTERNATE SPELLINGS,ALTERNATE SPACING OF THE MARKS OR ANY PHRASES THAT INCLUDE THEMARKS, WITH ANY SEARCH ENGINE.   INCLUDING:CHERYL'SCheryl's CookiesCHERYLS.comCheryls.comwww.Cheryls.comCHERYLS.com coupon(s)CHERYLS.com discount(s)CHERYLS.com promo code(s)Cheryl & Co.PARTICIPANT SHALL NOT CHALLENGE, REGISTER OR SEEK TO REGISTER OURMARKS OR ANY TERM(S) WHICH ARE CONFUSINGLY SIMILAR TO OUR MARKS.  Furthermore, CHERYLS.COM, hereby reserves all legal and equitableremedies it may have for Participant's violation of Sections 7(b)and 8 and for any misuse or infringement of the Marks byParticipant.(c) PARTICPANT shall not, in any manner, misrepresent orembellish the relationship between PARTICIPANT and CHERYLS.COM orexpressly or imply any relationship or affiliation between us andYou or any other person or entity except as expressly permittedby this Agreement (including by expressly or implying thatCHERYLS.COM supports, endorses, or contributes money to anycharity or other cause).(d) Software applications: PARTICIPANT in utilizing softwareapplications (e.g. TopMoxie etc) will comply with all provisionsof this Agreement. In addition PARTICIPANT will only receivecredit for those transactions generated by users after clickingthe software applications messaging window on the user's screen.Credit will not be given for transactions on WWW.CHERYLS.COM thatare generated through internet locations where the softwareapplications have been downloaded but the user has not clicked onthe applications messaging window prior to purchase.PARTICIPANT will ensure that the applications it uses to promoteCHERYLS.COM will not do so on pages that are displayed on usersscreens through Tracking URL's generated using the Impact Radiussystem and/ or containing "impactradius.com".8. Licenses:(a) CHERYLS.COM grants to PARTICIPANT a limited, non-exclusive,non-transferable, royalty-free, revocable license to (i) accessthe Web Site through the Links solely in accordance with theterms of this Agreement and (ii) solely in connection with suchLinks, to use CHERYLS.COM's logos, trade name, trademarks,service marks and similar identifying material (collectively the"Marks"), for the sole purpose of selling Products forCHERYLS.COM. You may not alter, modify, amend, or change theMarks in any way. You are entitled to use the Marks to the extentthat this Agreement provides and only while this Agreementremains in full force and effect.(b) PARTICIPANT shall not make any specific use of any Marks forpurposes other than selling CHERYLS.COM's products forCHERYLS.COM PARTICIPANT agrees not to use the Marks in any mannerthat is disparaging or otherwise portrays CHERYLS.COM in anegative light. CHERYLS.COM reserves all of its rights in theMarks and all of its other proprietary rights. No right,property, license or interest in any Marks is intended to begiven to or acquired by PARTICIPANT by the execution or theperformance of this Agreement. CHERYLS.COM may revoke thislicense at any time, by giving you written notice. PARTICIPANTmay not alter, modify, or change the Marks in any way. Allgoodwill arising from the use of the Marks shall inure solely tothe benefit of CHERYLS.COM and its parent, subsidiary oraffiliated companies, as applicable.(c) All intellectual and proprietary property and information,supplied or developed by CHERYLS.COM shall be and remain the soleand exclusive property of CHERYLS.COM Upon termination of thisAgreement, PARTICIPANT shall immediately cease using and returnto CHERYLS.COM any and all such property and information itreceives from CHERYLS.COM and, without limiting the foregoing,immediately cease use of CHERYLS.COM's Marks. Participant agreesnot to contest or challenge the Marks or to use any confusinglysimilar marks.(d) PARTICIPANT grants to CHERYLS.COM a non-exclusive, non-transferable, royalty-free license to access the PARTICIPANT website through the Links; and (ii) use PARTICIPANT'S trade name,titles, logos, trademarks, service marks, products and similaridentifying material relating to PARTICIPANT (the "PARTICIPANT'SMarks"), to advertise, market, promote and publicize in anymanner this Agreement, the transactions contemplated hereunder orCHERYLS.COM's rights hereunder; provided, however, thatCHERYLS.COM shall not be required to advertise, market, promoteor publicize, in any manner, this Agreement, the transactionscontemplated hereunder, or PARTICIPANT'S Marks.9. Confidentiality:Pursuant to this Agreement, the Parties may disclose to oneanother certain information ("Information") which is consideredby the disclosing party to be proprietary or confidentialinformation, including, without limitation, the term of thisAgreement, business, marketing and financial information,customer and vendor lists, and pricing and sales information. Allsuch Information shall remain the sole property of the disclosingparty, and its confidentiality shall be maintained and protectedby the receiving party with the same degree of care as thereceiving party uses for its own confidential and proprietaryInformation and the receiving party shall not disclose suchInformation to any third party without the prior written consentof the disclosing party. The restrictions of the use ordisclosure of any Information shall not apply to any information:(i) after it has become generally available to the public withoutbreach of this agreement by the receiving party; (ii) isindependently developed by receiving party; (iii) is rightfullyin the receiving party's possession prior to disclosure to it bythe disclosing party; (iv) is rightfully received by receivingparty from a third party without duty of confidentiality; or (v)is disclosed under operation of law or pursuant to legal orregulatory process.10. LIABILITY: NEITHER CHERYLS.COM NOR ITS PARENT COMPANY,SUBSIDIARIES, OR ITS AFFILIATED COMPANIES SHALL HAVE ANYLIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE ORCONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OFPROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT CHERYLS.COM KNEWOR SHOULD HAVE KNOWN THAT SUCH DAMAGE MIGHT BE INCURRED.FURTHERMORE, CHERYLS.COM'S AGGREGATE LIABILITY ARISING WITHRESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATEDHEREUNDER WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OFRECOVERY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLETO PARTICIPANT UNDER THIS AGREEMENT.11. Indemnification:PARTICIPANT agrees to indemnify, defend and hold harmlessCHERYLS.COM, its parent company, subsidiaries, affiliatedcompanies, successors and assigns and their respective officers,directors, shareholders and employees, from and against any andall losses, liabilities, damages, actions, claims, expenses andcosts including, without limitation, reasonable attorneys' fees,which result or arise from or are based on (i) the negligence ofPARTICIPANT, its agents, servants and/or employees, (ii)PARTICIPANT'S breach of this Agreement or any of the termshereunder, (iii) any breach of a representation or warranty, orbreach of a covenant or agreement made by PARTICIPANT herein, orin the Enrollment Application, (iv) any claim that CHERYLS.COM'suse of PARTICIPANT'S Marks infringe on any trademark, trade name,service mark, copyright, license, intellectual property, or otherproprietary right of any third party, or (v) any claim related,in any way, to PARTICIPANT'S web site, including, withoutlimitation, content therein not contributed directly byCHERYLS.COM, as well as, any and all promotional and advertisingactivities conducted by, or on the behalf of, PARTICIPANT.12. Independent Parties: Nothing contained herein shall imply any partnership, jointventure or agency relationship between the Parties and neitherParty shall have the power to obligate or bind the other in anymanner whatsoever, except to the extent herein specificallyprovided.13. Binding Effect; Benefit:This Agreement shall inure to the benefit of and be binding uponthe Parties hereto and their respective successors and assigns.Nothing in this Agreement, expressed or implied, is intended toconfer on any person or entity other than the Parties hereto ortheir respective successors and assigns, any rights, remedies,obligations or liabilities under or by reason of this Agreement.14. Severability:If any provision of this Agreement shall be declared by any courtof competent jurisdiction to be illegal, void or unenforceable,all other provisions of this Agreement shall not be affected andshall remain in full force and effect.15. Notices: Any notices required or permitted under this Agreement shall besent electronically to you at your web site or the email addressas provided in the Impact Radius and shall be deemed dulymade and received when sent.16. Force Majeure:Except as otherwise expressly provided in this Agreement,CHERYLS.COM shall not be liable for any breach of this Agreementor for any delay or failure of performance resulting from anycause beyond such Party's reasonable control, including withoutlimitation, the weather, strikes or labor disputes, war,terrorist acts, riots or civil disturbances, governmentregulations, acts of civil or military authorities, or acts ofGod.17. Entire Agreement:This Agreement constitutes (a) the binding agreement between theParties; (b) represents the entire agreement between the Partiesrelating to the subject matter hereof and supersedes all prioragreements; and (c) may not be modified or amended except in awriting signed by the Parties. Notwithstanding anything to thecontrary contained herein, CHERYLS.COM may modify and change anyof the terms and conditions of this Agreement, at any time in itssole discretion. We will notify You of any such modification orchange as provided for in Section 2 (a) hereof. Modifications andchanges may include, without limitation, changes in the scope ofavailable commission fees and payment procedures. If anymodification or change is unacceptable to PARTICIPANT,PARTICIPANT'S only recourse is to terminate this Agreement. Yourcontinued participation in the Program after the notice is postedor sent pursuant to Section 2(a) hereof, will constitute  legallybinding acceptance of the modification or change.18. Governing Law & Venue:This Agreement shall be construed, governed by, and enforced inaccordance with the laws of the State of New York without regardto conflicts of law principles thereof.  In the event of anydispute arising out of, or related to this Agreement, the partiesagree they shall commenced and maintained any and all claims,actions and proceedings regarding said disputes in the applicablefederal district or state court sitting in Nassau/Suffolkcounties, New York and the parties irrevocably consent to theexclusive jurisdiction and venue of said courts.19. Waiver of Jury Trial:IN ANY CLAIM, ACTION OR PROCEEDING, THE PARTIES ACKNOWLEDGE ANDAGREE THAT SAME SHALL BE HEARD BY THE COURT SITTING WITHOUT AJURY AND THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEYMAY HAVE TO A JURY TRIAL.20. INDEPENDENT INVESTIGATION:PARTICIPANT ACKNOWLEDGES THAT THEY HAV READ THIS AGREEMENT ANDAGREE TO ALL OF ITS TERMS AND CONDITIONS. PARTICIPANT UNDERSTANDSTHAT CHERYLS.COM MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICITCUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMSTHAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED INTHIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OFPARTICIPANT, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO ORCOMPETE WITH PARTICIPANT'S WEB SITE. PARTICIPANT HASINDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THETRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANYREPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN ASSPECIFICALLY SET FORTH IN THIS AGREEMENT.21. NO GUARANTEE:CHERYLS.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES ORREPRESENTATIONS WITH REFERENCE TO THE TRANSACTIONS AND SERVICESCONTEMPLATED HEREUNDER INCLUDING, WITHOUT LIMITATION, WARRANTIESOF FITNESS FOR A PARTICULAR PURP