DANYA Cosmetics Affiliate Agreement for www.gadecosmetics.com

This Affiliate Agreement (“Agreement”) is between DANYA
Cosmetics, LTD, a Israel Limited Liability Company with its principal place of
business at Hakadar 16, Netanya, Israel (“DANYA”), and the individual or
business entity identified below (“Affiliate”); the Agreement is in force and
made effective as of the date signed below by Affiliate or its duly authorized
representative. The Agreement contains the complete terms and conditions that
apply to Affiliate’s participation in the DANYA Affiliate Program, operated by DANYA
and its contractors.

1. Defined Terms

As used in this Agreement, the following terms have
the meanings indicated:

“We” refers DANYA Cosmetics.

”You” refers to the Affiliate.

“Site” refers to the GA-DE
Cosmetics website, located at the
URL www.gadecosmetics.com or such other site that DANYA Cosmetics may
designate.

“Affiliate Site” refers to the website owned,
operated, or controlled by the Affiliate, disclosed below.

“End user” means an actual or potential consumer,
customer or other natural person.

The words "include," "includes"
and "including" shall be deemed to be followed by the phrase
"without limitation."

"Intellectual Property Rights" means
technology, templates, designs, Sites, domains, methodologies, processes,
names, strategies, marks, logos, Content, documentation, training manuals, and
other materials, as well as any and all patent, trade secret, trademark,
copyright, moral rights, database rights and other intellectual property and
proprietary rights, whether or not registered, therein and thereto.

"Link" means any software, software code,
programming or other technology or method (or any combination of the foregoing)
that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web
access device to display to its user a "banner," "button," text-mention,
word, phrase, logo or other textual or graphical material that, when activated
by a person, results in a Site being served to such person or such person being
able to electronically access, receive or obtain Content, products, services or
other offerings from the linked Site.

“Network" means the online affiliate marketing
network operated by DANYA Cosmetics.

“Prohibited Activity” means any of the following
activities: (a) discrimination on the basis of race, ethnicity, gender,
religion, sexual orientation, age or disability or any other unlawful basis
under applicable law; (b) libelous, defamatory, threatening, harassing,
tortious, or similarly abusive activities; (c) obscene, pornographic, sexually
explicit or similar activities; (d) illegal gambling; (e) sale, export or use
of illegal substances; (f) terrorism, sedition or other illegal activities; (g)
offering of any MP3, MPEG and/or other proprietary materials for download, sale
or otherwise, in any case without the permission of the owner of the
Intellectual Property Rights or otherwise infringing the Intellectual Property
Rights of any third party (h) a conflict or violation of any law or regulation
or any Intellectual Property Rights or other rights of any person or entity;
(i) harm to minors in any way; or (j) fraudulent activities or impersonation of
any person, including any DANYA Cosmetics (or Related Parties of DANYA
Cosmetics) representative, or misrepresentation of affiliation with any person.

"Qualifying Link" means any type or format
of link that is provided or authorized by DANYA Cosmetics to be displayed,
distributed or placed on or by a Site pursuant to an Engagement and which,
through addition and/or use of any technology and/or methodology, can be
tracked so that such DANYA Cosmetics or a Network Advertiser can monitor the
impressions, click-throughs and/or other tracked activities achieved by the
display, distribution and/or placement of such link. The term “Qualifying Link”
shall also refer to any equivalent link, mechanism or technology that, upon
being activated, causes the same result as clicking on a Qualifying Link.

"Site" means, as the context requires,
either (a) one or more Web pages, database, computer files, emails, scripts,
software or other application, or other destination, together with supporting
files and programming, that are on, provided, or accessible through the Web or
works on or in relation to the Web, or (b) a person owning or operating any
such Site, or (c) both. A person that owns or operates a Site may have offline
businesses which would not preclude it from being a Site for the purposes of
this Agreement.

"Tracked activity" means any type of
pre-agreed or predefined activity or result that is sought by an Advertiser in
relation to a Qualifying Link. The kinds of tracked activities that an
Advertiser may seek to complete through such arrangements may include, by way
of example, the serving of an image, impressions, click-throughs, the sale of
products or services, the downloading of software, files or other items, the
completion of an application, registration or other form, the opening of an
account, membership enrollment, the printing of a coupon (for offline
redemption) or any other kind of action, transaction or activity that can be
tracked and reported upon.

"Web" or "internet" or
"online" means the global computer network currently referred to as
the internet, including the World Wide Web, and any and all successor networks,
irrespective of what wired, wireless or otherwise connected device, platform or
technology is used to access it.

2. Joining the Affiliate Program

By filling out the registration form you may become
an Affiliate and are bound by the terms of this agreement and any

subsequent amendments to the agreement. To be, and
continue to be, an Affiliate, you must provide DANYA
Cosmetics with truthful, accurate and complete registration information. If
any such information changes, you must immediately update your registration
information. We have the right to verify the truth and accuracy of any
registration information at any time. Please be advised that if any information
is determined by DANYA Cosmetics to be misleading, inaccurate, or untruthful,
we may restrict, deny, or terminate your account and/ or your access and use of
the Offerings; we may also withhold payment of any commissions and/ or other
fees that may be or become due or payable to you, and may assess charges
against such amounts for DANYA Cosmetics’s activities in connection with the
investigation and/ or verification of such information and/ or otherwise in
accordance with this Agreement.

IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY,
YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY DANYA COSMETICS TO
NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE PURPOSE OF
FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY USE THE
NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS FOR YOUR
BUSINESS AND FOR NO OTHER

PURPOSE. YOU FURTHER AGREE THAT WHEN USING THE
NETWORK, YOU ARE ENGAGED IN BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER.
FOR THE PURPOSES OF THIS SECTION, “BUSINESS TRANSACTIONS” IS DEFINED AS LEGALLY
ADVERTISING THE DANYA COMSETICS WEBSITE TO RECEIVE A COMISSION ON DANYA
COSMETICS PRODUCTS PURCHASED BY YOUR REFERRAL INDIVIDUALS.

3. Payment Schedule

a.
Eligible Payments:

all
Affiliate monies due for orders generated as a result of Affiliate links or
coupon code use will be held for 30 days after the shipping date of an order.
Orders are typically shipped 1-7 days after an order is placed. This delay is
necessary to allows DANYA Cosmetics ample time to compensate for returns,
exchanges or canceled orders. Payments will be calculated and sent out to
Affiliate during the last week of any given month for the previous month
according to the terms and conditions of this Agreement.

b.
Affiliate Payment:

payments
to Affiliate will not be rendered for amounts less than $25.00 USD. Example: if
your commission is 12% and if you have a total of $120.00 in sales you would
have $14.40 in your affiliate account, thus your account will carry over into
the next month’s cycle. When your account total reaches $25.00 or more, provided
all orders associated meet the conditions set forth in (a) above, you will be
sent a notice with the amount to be paid to you and you will email us your
Invoice for that amount. Following reception of your Invoice,  the payment will be made via PayPal or any
other manner to be determined by DANYA Cosmetics.

4. Revocation of Affiliate Your Affiliate
application and status in the program may be suspended or terminated for any
reason including the following:

1. Inappropriate websites and/or advertisements
(including non-family-oriented content, false claims, misleading or erroneous

hyperlinks).

2. Use of unapproved graphics and/or text

3. Lack of an active website

4. Spamming (mass email, Mass newsgroup posting,
etc...)

5. Advertising on sites containing/promoting illegal
activities

6. Violation of intellectual property rights

7. False and/or incomplete personal/contact
information and/or requested tax

information

8. Non-use

New affiliates' websites will be reviewed within the
first few days after sign-up. Existing affiliates' website will be reviewed
monthly.

Affiliate accounts that have been suspended or
terminated for any of the above reasons forfeit any and all eligible payments.

2. Bidding at larger pay per click search engines
(PPCSE), such as Google, Yahoo, and Bing!, is a great way to drive traffic to
your website and send your commission checks even higher. Affiliates engaging
in paid search marketing campaigns must adhere to the following terms and
requirements:

a) DANYA Cosmetics protects its trademark, including
GA-DE / GA-DE Cosmetics, and does not allow any trademark bidding on any search
engine or Paid Placement service or site. This includes, but is not limited to
Google, Yahoo, Bing!, Ask and other similar services. Affiliates may not bid on
trademarked or registered terms and products.) or any phrase type, misspelling,
variation or combination thereof. Any affiliates found to be trademark
violators will be banned from our Affiliate Program without prior notice, and
on the first occurrence of PPC bidding behavior.

b) Affiliates may not use the trademark alongside
with or in conjunction with the following terms: “percent (%) off”, “sale”,
“discount”, or “coupon”

c) Affiliates may not use their affiliate link or
any of the DANYA Cosmetics  / GA-DE
domains and/or URLs as the display domain or URL in the advertisement. When
engaging in paid search engine campaigns, affiliates must use their own domain
and/or URL in their ads.

 Approved Display URL Example:

 http://www.yourdomain.com/GA-DE

d) Affiliates may not make any misleading or false
statements in their campaigns. To avoid conflicts and to protect the integrity
of the GA-DE brand, DANYA cosmetics reserves the right to suspend any
affiliates activities and thus their commissions for phrases that DANYA
cosmetics determines to be untrue or inflammatory claims of our products,
services or websites.

Failure to follow these requirements will be grounds
for suspension from the program and forfeiture of all commissions.

5. Affiliate

Affiliate further agrees and warrants that it will
comply with all local, state and federal laws (including, but not limited to,
the "CAN-SPAM" Act, effective January 1, 2004) regarding the sending
of e-mails.

6.
Affiliate Tracking

a.
Links: When a web surfer clicks through your Affiliate link, a cookie is set in
their browser that contains your Affiliate username. Also, their IP address is
tracked in the database along with your Affiliate name. When this person
decides to buy a product, the

script
will look for this cookie and/or try to match their IP address to identify the
Affiliate who will be awarded the commission. Visitors sent through your
Affiliate link may make a purchase later in time and the commission will still
be awarded if the cookie is present in their browser and/or the using the same
IP address as the one logged in the database.

b.
Coupon Code: When a consumer uses a certain coupon code that has been generated
for the Affiliate by DANYA Cosmetics

that
code usage is tracked and added to the Affiliate sales so as to include
promoted sales brought in from other locations that are not able to embed
traditional tracking links. If it occurs that a coupon code is used and a link
cookie is present, the AFFILIATE link governs earning the commission.

 7. Terms of the Agreement

These terms will begin upon your signup with the
Affiliate program and will end when your Affiliate account is terminated. The terms
of this agreement may be modified by us at any time. If any modification to the
terms is unacceptable to you, your choice is to terminate your Affiliate
account. Your continuing participation in the program will constitute your
acceptance of any change.

8. Liability

We will not be liable for indirect or accidental
damages (loss of revenue, commissions) due to Affiliate tracking failures, loss
of database files, and any results of "intent of harm" to the program
or our website. We do not make any expressed or implied warranties with respect
to the Affiliate program and or products sold at this site. We make no claim
that the operation of the Affiliate program and our website will be error-free
and we will not be liable for any interruptions or errors.

Without limiting the foregoing, DANYA Cosmetics
aggregate liability arising with respect to this Agreement will not exceed the
total fees paid or payable to Affiliate under this agreement. DANYA Cosmetics
will own all right, title and interest in and to all information that is
created or collected in the operation of the DANYA Cosmetics Web Site and
reserves the right to amend or terminate this Agreement at any time, with or
without notice to Affiliate.

9. Underage, Parental Consent Needed

If the Affiliate is a natural person s/he must be at
least 18 years of age. If the Affiliate has not reached the age of 18 a parent/
guardian must give his consent to the registration to the DANYA Cosmetics
Affiliate Tracking Program and the registration of an Affiliate below the age
of 18 without parental consent will be ineffective.

10. Indemnification

Affiliate shall indemnify and hold DANYA Cosmetics
harmless from any and all legal actions, damages or liabilities incurred from
the day-to-day operations of Affiliate. Under no circumstances will DANYA
Cosmetics be liable whether in tort, contract or otherwise for indirect,
incidental, consequential, special or exemplary damages (including but not
limited to damages for any loss of revenue, profits, business interruption,
loss of business information or data, loss of goodwill, work stoppage, hardware
or software failure, or other pecuniary loss) arising from or relating to any
provision of this Agreement or the program.

You agree to defend, indemnify and hold harmless DANYA
Cosmetics and Related Parties of DANYA Cosmetics and its and their directors,
officers, employees, agents, subcontractors and representatives for and against
any and all claims, actions, demands, liabilities, losses, damages, penalties,
interest, judgments, settlements, costs and expenses (including reasonable
attorneys' fees) that directly or indirectly arise out of or are based on (a)
any breach of any representation, warranty, or covenant made by you in this
Agreement, (b) you engaging in any Prohibited Activity (c) any breach by you of
any Engagement, (d) any violation by you of any law, regulation or rule, (d)
your inappropriate use of any other Offerings, (e) your negligence or willful
misconduct, and/ or (f) any actual or alleged infringement by you of any
Intellectual Property Rights or other rights of any person.

11. Governing Law

The laws of the state of Israel shall govern this
Agreement.

By completing the Affiliate Program sign-up form you
acknowledge that you have (1) Read the terms and conditions above for the DANYA
Cosmetics, LTD. Affiliate Program, (2) Understand the terms and Conditions, and
(3) Agree with terms and conditions.