Key Customer Affiliate and Rebate Program Agreement

Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the DiscountDance.com Affiliate Program and Direct Purchase Rebate Program (together referred to as the “Program”). As used in this Agreement, "we" means DiscountDance.com, and "you" means the applicant or legal entity you represent. "Site" means a World Wide Web site and, depending on the context, refers either to DiscountDance.com's site, located at the URL www.DiscountDance.com, or to any site that you will link to our site.

1. Enrollment in the Program To begin the enrollment process, you will submit a Program application printed from our site and faxed to DiscountDance.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection. 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 you or your entity are thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Site Once you have been notified that you have been accepted into the Program, you are encouraged to provide on your site, and at your discretion, one or more of the following types of links to our site: (1) a link into your class list where the referred buyer can see your pre-determined class lists and recommended products to be purchased (recommended approach), (2) a link to our Program Page (www.DiscountDance.com/_______) where your students can search for and find your listing(s), or (3) the DiscountDance.com home page (www.DiscountDance.com). We simply ask that you NOT disparage other dance studios nor teachers as a part of your relationship and participation in our Program.

3. Order Processing We will process product orders placed by referred customers who follow Special Links from your site to our site OR who access your Affiliate section directly on the DiscountDance.com site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. 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 by using Special Links on our site and will make available to you reports summarizing your monthly sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Rewards We will reward you (in accordance with Sections 5 and 8 below) Referral Rewards on all product sales to referred third parties. For a product sale to be eligible to earn a Referral Reward, the customer must click-through our Affiliate section on our site (where your specific product recommendations will be), and add the product to his or her shopping cart during that same session. We will only honor referral rewards on such products after order, payment and shipping have occurred. At the end of each calendar month, we will calculate your earned referral reward and email you Reward Coupons in $1 increments. You can use those coupons on any subsequent order placed with DiscountDance.com – either on our site (preferred) or by calling our Sales Center at 1-877-686-3335. You also have the option of converting your Rewards into Cash at 50% of the stated value. Please send an email requesting a check with your Reward Code Numbers to teacherprogram@DiscountDance.com. Please include your full name and address where you would like your check sent. Referral Rewards are not available for affiliates located in NC,NY, RI or HI.

5. Referral Reward Schedule You will earn Referral Rewards based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of “Qualifying Products”, meaning products sold by us through the affiliate links excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debts.

The current referral fee schedule is:

Monthly Qualified Revenues of up to $500.00 6% Reward Earned

Monthly Qualified Revenues of $500.01 to $1,000.00 8% Reward Earned

Monthly Qualified Revenues of $1,000.01 to $2,500.00 10% Reward Earned

Monthly Qualified Revenues of $2,500.01 or more 12% Reward Earned

6. Referral Reward Distribution We will email your reward coupons, when earned, on approximately the 20th of the following month. Earned Rewards of less than $10 will be carried forward to the next calendar month. Any product returns from your affiliates will be reflected as negative Qualifying Revenues on the statement in which the return occurs.

7. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of DiscountDance.com. Accordingly, all DiscountDance.com’s rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will always use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. Direct Purchase Rebate As a critically important constituent in our dance community, DiscountDance.com will directly reward you on ALL direct purchases on our site. Once you, as a teacher or dance studio, have been registered in the Program, all of your personal direct purchases on DiscountDance.com will receive immediate discounts. Our current discount schedule for you is:

All Orders up to $100 5% immediate discount

All Orders of $100.01 to $200.00 8% immediate discount

All Orders of $200.01 to $500.00 9% immediate discount plus free ground shipping

All Orders of $500.01 or more 10% immediate discount plus free ground shipping

In the event that DiscountDance.com is running a promotion (i.e. 5% rebate on all orders placed over $50), DiscountDance.com will automatically apply ONLY the one best rebate to your order. Rebates can NOT be combined in any circumstances.

9. Limited License We grant you a nonexclusive, revocable right to link to our website, solely for the purpose of identifying you as a Program participant and to assist in generating Product sales and Rewards for your entity. We may revoke your license at any time by giving you written notice.

10. 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, in writing. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site all links to our site, and all DiscountDance.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral rewards only on our sales of Qualifying Products that occur during the term, and referral rewards earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your rewards for a reasonable time to ensure that the correct reward amount is actually earned.

11. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in 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 rewards, referral reward schedules, Direct Purchase Rebate schedules, Program 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.

12. 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. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

13. Limitation of Liability We will not be liable for any 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 have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral rewards paid or payable to you under this Agreement.

14. Disclaimers We make no 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). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Miscellaneous This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Orange County, California, and you consent irrevocably 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 be 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.