1.        Application Procedure. You will not become a Firacosmetics.com affiliate until Firacosmetics.com has reviewed and approved your Affiliate Application. Firacosmetics.com reserves the right in its sole discretion to accept or reject any Affiliate Application for any reason or no reason.

2.        Commission Schedule and Payment
a.        You will be paid by check within approximately 10 days of the end of each month for sales generated through your website during the previous calendar quarter.

b.        At the beginning of each month Firacosmetics.com will calculate the amount of sales generated through your website. The sale price for each item will be the price a customer pays for such item minus exchanges, returns, fraud or charge backs.

c.        Firacosmetics.com will use the following structure to determine your commission:

        20% on ALL sales thru January 31, 2005.   

d.        If an item is returned by a customer at any time after your commission for that item has been paid, Firacosmetics.com will subtract the commission for that item from the first commission payment you receive following such return. If you earn no subsequent commission payments during the two calendar quarters following such return, Firacosmetics.com will send you a bill for the amount of the commission for the returned item, which shall be immediately payable upon receipt.

3.        Identifying Yourself as an Affiliate

a.        In the event that your Affiliate Application is approved, you will have access to Firacosmetics.com button(s) (the "Buttons"), which contain Firacosmetics.com logos, trademarks and service marks (the "Marks"). You agree to display one or more of the Buttons on your website.

b.        The Buttons may be used only as depicted below. You will not modify or alter the Buttons in any way. Firacosmetics.com may make changes to the Buttons at any time. In the event of such a change, you shall implement the changed Button promptly after receiving notice of such change from Firacosmetics.com.

c.        You will not use the Buttons on any website that Firacosmetics.com determines in its sole discretion diminishes the value of the Marks, including without limitation any website that disparages Firacosmetics.com or its services, infringes Firacosmetics.com's intellectual property rights or violates any local, state, federal or international law.

d.        You agree that Firacosmetics.com has no liability for your use of the Buttons, and you will reimburse Firacosmetics.com for any damages, costs or expenses Firacosmetics.com may incur related to your use of the Buttons or for any breach of this Agreement.

4.        Limited License.

a.        Firacosmetics.com grants you a nonexclusive, nontransferable, nonsublicensable, revocable right to use the Marks solely in connection with your display of the Buttons on your website pursuant to Section 3 of this Agreement.

b.        You acknowledge and agree that the Marks are solely the property of Firacosmetics.com. You will not do anything inconsistent with Firacosmetics.com's ownership of the Marks. You will not use the Marks in any manner other than as expressly authorized in this Agreement, including without limitation any manner likely to diminish the commercial value of the Marks or imply endorsement by Firacosmetics.com. All goodwill associated with your use of the Marks shall inure to Firacosmetics.com. You will not use any logo, mark, name or image likely to cause confusion with the Marks or permit any third party to use the Marks.

c.        Firacosmetics.com has the right to terminate this Agreement and revoke the limited license granted hereby at any time, in its sole discretion, without liability or obligation to you of any kind. Firacosmetics.com has the right to inspect your website from time to time for compliance with this Agreement. If Firacosmetics.com notifies you that this Agreement is terminated and the license granted hereby is revoked, you will promptly remove the Buttons from your website.

d.        You acknowledge and agree that you have no rights in the Marks other than as described herein and that any other use will be considered an infringement of Firacosmetics.com's trademark rights.

5.        No Joint Venture. You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and Firacosmetics.com. You will not make any representation or warranty regarding, or on behalf of, Firacosmetics.com.

6.        Term of the Agreement. The term of this Agreement begins upon Firacosmetics.com's acceptance of your Affiliate Application. Either party may terminate this Agreement at any time by providing written notice to the other party hereto.

7.        Modifications. Firacosmetics.com may modify the terms of this Agreement at any time by providing written notice to you on the Firacosmetics.com website. Modifications may include without limitation changes in the commission schedule, payment procedures and program rules. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO THIS AGREEMENT, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE FIRACOSMETICS.COM AFFILIATE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE FIRACOSMETICS.COM WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8.        Limitation of Liabilities. Firacosmetics.com's aggregate liability arising with respect to this Agreement will not exceed the total commissions payable to you under this Agreement.

9.        Independent Investigation
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU UNDERSTAND THAT AT ANY TIME WE MAY (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT DIFFER FROM THOSE CONTAINED HEREIN OR OPERATE WEBSITES WHICH MAY BE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM DESCRIBED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY STATEMENT, REPRESENTATION, OR GUARANTEE OTHER THAN AS SET FORTH IN THIS AGREEMENT.

10.        Warranty Disclaimers
FIRACOSMETICS.COM HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE FIRACOSMETICS.COM MARKS, AND THE CONTENT ON THE FIRACOSMETICS.COM WEBSITE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL FIRACOSMETICS.COM BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF FIRACOSMETICS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

11.        Miscellaneous
This Agreement constitutes the entire agreement between you and Firacosmetics.com with respect to the subject matter herein. It shall be governed by the laws of the State of New York. Any action of any nature relating to your relationship with us must be brought in the federal or state courts located in Orangeburg, New York. Both parties irrevocably consent to the jurisdiction of such courts. You may not assign or transfer your rights contained herein without our prior written consent and any attempt to do so will be void and without effect. If any of the provisions or terms contained herein is deemed invalid or unenforceable, this shall not affect the validity or enforceability of the remainder of the terms or provisions.