OPERATING AGREEMENT

This Operating Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Mothersbliss Affiliate Program (the "Program"). As used in this Agreement, "we" (and "us","our" and Mothersbliss) means Mothersbliss.com Ltd, and "you" (and "your") means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to our site at http://www.mothersbliss.co.uk (or http://www.mothersbliss.com) or to your site.

BECOMING AN AFFILIATE WITH US

You need to fill in a completed application form on our website. We will evaluate your application in good faith and get back to you within five working days to notify you of your acceptance or rejection as a Mothersbliss™ Affiliate.
We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• breach intellectual property rights
• include "mothersbliss" or variations or misspellings thereof in their domain names

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

LINKING TO OUR SITE

We grant you a revocable, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes as contemplated below:

• Product Links: Mothersbliss online shopping experience is divided into 3 smaller shopping areas - Mother Shop, Baby Shop and Book Shop. You may select one or more products from any of these three shopping areas to list on your site. A "Product" is any product listed on our site in our shopping area under the Mother Shop, Baby Shop and Book Shop sub headings, but does not include any other type of product or products located in any other part of our site or any products not fulfilled by us (including, without limitation, products displayed by our advertisers or any e-commerce sites listed elsewhere on our site). For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style and placement of these references. You will provide a special link from each Product reference on your site to the corresponding Mothersbliss Shopping page. Each link will connect directly to a single item in the Mothersbliss Shopping section, using a special link format that we give you (a "special" link). You may add or delete Products (and related links) from your site at any time without our approval. You may not list Products on your site that are not "Products" as defined above.
• General Link to Mothersbliss Shopping Pages: You may provide a general link on your site to our homepage http://www.mothersbliss.co.uk or http://www.mothersbliss.com or to our shopping pages. We will provide you with guidelines and graphical artwork to use in linking to these pages.
  
  Except for the licence granted under this Section , you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Mothersbliss.co.uk or Mothersbliss.com domain name.

PROCESSING ORDERS

We will process Product orders placed by customers who follow Special Links from your site to the Mothersbliss site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and online reports summarising this sales activity will be available to you. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

REFERRAL FEES

For a product sale to generate a referral fee, the customer must follow a Special Link (in the format specified by us) from your site to the Mothersbliss site; purchase the Product on the Mothersbliss site using our automated ordering system and remit full payment to Mothersbliss. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Basket after the customer has re-entered our site (other than through a special link from your site), even if the customer previously followed a link from your site to our site. Gift certificates (or other special promotional offers) are not eligible to earn referral fees.

The Program is intended for commercial use only and you may not purchase Products through the Program for your own use. In addition to any other rights we may have, such purchases may result (at our sole discretion) in (a) the withholding of referral fees and/or (b) the termination of this Agreement. You acknowledge that these remedies, while not exclusive, are a reasonable assessment of the damage we will suffer as a result of a breach of this clause by you. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Recognised Products".

In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using Special Links on your site to access our site (eg: by implementing any "rewards" programme for persons or entities who use Special Links on your site to access our site). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement.

REFERRAL FEE RATES

You will earn referral fees based on Recognised Revenues according to referral fee schedules to be established by us. "Recognised Revenues" are revenues derived by us from our sales of Recognised Products, excluding costs for dispatching, handling, gift-wrapping, taxes (including VAT if any), service charges, and bad debt. The current referral fee schedule is:

• 5% of the Recognised Revenues generated on sales from the Mother and Baby Shop and that is added to the customer's Shopping Basket directly from the page that results from following the hypertext link to the Individually Linked Book.
• 10% of the Recognised Revenues generated on sales from the Book Shop

REFERRAL FEE PAYMENT

We will pay you referral fees (including VAT, if any, on presentation of a valid VAT invoice) on a quarterly basis. Approximately 10 days following the end of each calendar quarter, we will send you payment for the referral fees earned on Recognised Products that were sold during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than £15.00, we will hold those fees until the total amount due is at least £15.00 or (if earlier) until this Agreement is terminated. If you have earned a commission of £15 or more in any given month, you will be paid any outstanding referral fees at the end of that month.

If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you an invoice for the fee.

POLICIES AND PRICING

For the avoidance of doubt, customers who buy Products through this Program will be customers of Mothersbliss. Accordingly, all Mothersbliss rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you must not include price information in your Product descriptions. Mothersbliss will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

IDENTIFYING YOURSELF AS AN AFFILIATE

You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may e-mail affiliates@mothersbliss.com if you wish to get written consent.

LIMITED LICENCE

You may not modify any of our images in any way. We reserve all of our rights in all images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you written notice.

RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment; creating and posting Product descriptions on your site and linking those descriptions to Mothersbliss using Special Links and special link formats provided by us; the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights; ensuring that materials posted on your site are not defamatory or illegal. We and our affiliates disclaim all liability for these matters. Further, you will indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Recognised Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

RELATIONSHIP OF PARTIES

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our or our affiliates Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site other than for the purpose of referring users to our site as contemplated under this Agreement, or that otherwise reasonably would contradict anything in this Section.

LIMITATION OF LIABILITY

Neither we nor any of our affiliates will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if we or any of our affiliates have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our affiliates' collective aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.

DISCLAIMERS

To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor any of our affiliates makes any representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

MISCELLANEOUS

This Agreement will be governed by the laws of England, without reference to rules governing choice of laws. 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 provision or any other provision of this Agreement.