Program Application


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    IMPORTANT: PLEASE READ
    THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE Young
    Nutraceuticals AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM") via Refersion.com. ONCE YOU ARE ACCEPTED INTO
    THE AFFILIATE PROGRAM, YOUR PARTICIPATION IN THE Young Nutraceuticals AFFILIATE
    PROGRAM IS GOVERNED BY THESE TERMS AND CONDITIONS (the "AGREEMENT").
    IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY,
    YOU REPRESENT AND WARRANT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY
    (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON
    BEHALF OF SUCH COMPANY (OR OTHER ENTITY). PLEASE MAKE SURE YOU READ AND
    UNDERSTAND THE TERMS BELOW.



    Introduction. 



    Defined
    terms in the Agreement include the following: (a) "you" or
    "your" shall mean you, the applicant applying to participate in the
    Affiliate Program, and upon our acceptance of your application, the Affiliate,
    (b) "we" or "us" or "our" shall mean Young
    Nutraceuticals, (c) "our Web site" shall mean the Young
    Nutraceuticals Web site currently located at



    YoungNutra.com (d) "your Web
    site" shall mean the World Wide Web site from which you will link to our
    Web site, (e) "Affiliate" shall mean a party accepted as a member of
    the Affiliate Program, (f) "User" shall mean a customer who links
    from your Web site to our Web site, (g) "Products" shall mean any
    merchandise offered for sale by us on our Web site and does not include items
    offered for sale by third parties on our Web site, (h) "Affiliate
    Site" shall mean an Affiliate Web site that has been accepted as an
    Affiliate of Young Nutraceuticals and (i) "Link" or "Links"
    shall mean banner advertisements, buttons, datafeeds, storefronts, search
    boxes, links or text links that link to the Young Nutraceuticals home page or
    other specific pages of the Young Nutraceuticals Web site.



    Terms
    of Use.
     

    We reserve the right to accept or reject Affiliates in our sole discretion. We
    may reject your application for any reason, including, if we determine in our
    sole discretion, that your Web site is inappropriate or objectionable. Web
    sites that are objectionable or inappropriate include sites that:



    Are
    unavailable or under construction



    Promote
    in-house coupon code discount offers



    Contain
    hate/violent/sexually explicit/offensive content



    Promote
    discrimination based on race, sex, religion, nationality, disability, sexual
    orientation, or age.



    Are
    libelous, disparaging, or defamatory



    Promotes
    violence or illegal activities



    Use
    "Young Nutraceuticals", variations or misspellings in its domain
    names



    Incorporates
    materials that infringe upon copyright, trademark or other intellectual
    property rights



    Utilize
    blind links or auto-redirect of web traffic



    Log
    sales by our affiliate management software that do not contain the
    affiliate account holder's respective link code as the referrer of each and
    every sale



    Appropriate
    Links.
     



    When you
    become an Affiliate in our Affiliate Program, we will provide you with Links
    that will allow Users to be transported when they click on the Link to Products
    on our Web site. As an Affiliate, you may display these Links on your Web site
    or through other authorized promotional methods subject to your compliance with
    the terms and conditions contained in the Agreement. All Links are subject to
    our approval, and we will provide you with the information that you need to
    enable you to make appropriate Links to our Web site.



    By
    accepting these Affiliate Terms, you agree that (a) such Link or Links shall be
    displayed prominently throughout your Web site or other authorized promotional
    method, (b) no Link or Links shall be modified, expanded or reduced in any way
    without our consent and (c) no Link or Links published or distributed by you
    shall in any way modify the look, feel and/or functionality of our Web site.

    We reserve the right to monitor your Web site and/or authorized promotional
    methods at any and at all times to make certain that you are in compliance with
    these terms. You shall be fully responsible for all content, links and
    activities conducted on your Web site or other promotional methods. We disclaim
    all liabilities related to such matters. In accordance with the Agreement, you
    agree that you shall not: 



    a. Place
    or use any affiliate links except with the intention of delivering valid sales.



    b.
    Create sales by any method or using any hidden frames, java pop ups, Web bot,
    robot, automatic redirecting of users, auto spawning of browsers, cookie
    stuffing or any other technique or means of generating automated
    click-throughs, blind linking Young Nutraceuticals link before entering any
    area of your Site(s), by placing or including Promotions or links on pages of
    your Site that automatically reload or go to another page without interaction
    from the user (for example, client pull or server push technology, METATAG
    reload, or refresh command on page html) or on any page that is not generally
    accessible to all Web users (for example, pop-up windows and hidden
    frames). 



    c. Place
    PPC ads on Google Adwords or similar ad platforms spoofing or mimicking our
    trademarks or in house trademark brand ad campaigns.



    d. Place
    or use any affiliate links with the intention of poaching Young Nutraceuticals'
    in-house discount coupon codes. Commissions will not be made on orders that use
    Young Nutraceuticals in-house discount coupon codes, with the exception of our
    "welcome" code for initial orders.



    Affiliates
    using any of the aforementioned techniques or methods to establish a click,
    and/or place a cookie on a user's computer will be terminated without notice
    and forfeit all outstanding and future commissions. 



    Order
    Processing.
     



    All
    orders, customer service and fulfillment of such orders will be handled by and
    through Young Nutraceuticals. You may not take orders, perform customer service
    or deliver Products on our behalf. We will process orders from any Users
    directed by you through your Web site, but we reserve the right to reject any
    orders that do not comply with any requirements that we may periodically
    impose. We will be solely responsible for all aspects of Product order
    processing and fulfillment, including order entry, payment processing,
    shipping, cancellations, returns and related customer service. Young Nutraceuticals
    will be responsible for tracking the number of Products sold to Users who are
    directed through Links to our Web site and reporting the required information
    to Refersion.com for
    your access. The form, content and frequency of the reports may vary from time
    to time and Young Nutraceuticals shall not be responsible for any failure
    of Refersion.com to
    provide access to the reported information. You are responsible for making
    certain that the Links are formatted properly. We reserve the right to change
    the prices of any or all of our Products at any time in our sole discretion
    without notice. We cannot ensure that if an order is placed that any Product
    will be available to the User or that a stated price for a Product will be
    accurate. We do not honor misquoted prices. All personal information regarding
    the User is the sole and exclusive property of Young Nutraceuticals and shall
    not be provided to you.



    Referral
    Fees and Commissions.
     



    Referral
    Fees (if any) and percentage Commissions (if any) available to you through the
    Affiliate Program shall be set out in the Program Term. The Commission shall be
    equal to a percentage of the Net Sales of Products purchased by a User
    utilizing the Links between your Web site or other authorized promotional
    method and our Web site (the "Commission"). "Net Sales"
    shall mean the gross sale price of a Product, excluding amounts collected by us
    for gift certificates, sales taxes, duties, shipping, handling, fraud,
    charge-backs, exchanges, promotional discounts, credit card processing fees,
    taxes and similar charges



    The
    Referral Fees and the Commission rates are subject to change at any time in our
    sole discretion with seven (7) days' notice.
     In order for you to generate a
    Referral Fee or Commission, the User must follow a link from your Web site or
    other authorized promotional method to our site, and within the referral period
    specified in the Program Term purchase the product using Young Nutraceuticals’
    processing links, accept the delivery of the Product at the shipping
    destination, remit full payment to us and not cancel the order. 



    You will
    not be eligible for a Referral Fee or Commission under the following
    circumstances:



    A party
    comes to YoungNutra.com through
    you and does not purchase anything and then returns to YoungNutra.com via another Affiliate
    or partner at a later date and then makes a purchase.



    A party
    comes to YoungNutra.com through
    your Web site and returns after the referral period by entering our url
    directly.



    The User
    has prevented cookies from being saved on his, her or its' hard drive.



    If a
    User to our Web site cannot be tracked by our online ordering system for any
    reason.



    A party
    comes to YoungNutra.com through
    your Web site but purchases using a "Promotion Code" or
    "discount code" that discounts their purchase, unless the code is
    provided to you directly from Young Nutraceuticals.



    A party
    comes to YoungNutra.com via an ad placed that violates our trademarks and
    copyrighted terms.



    You
    attempt to order items for yourself via your affiliate link and use any Young
    Nutraceuticals discount coupon code.



    Referral
    Fees and Commission Payments.
     



    We will
    pay your Referral Fees and Commission payment on a monthly basis provided all
    of the conditions in this Agreement have been met. Referral Fees and Commission
    payments for items that have been returned 90 days from purchase will be
    deducted from Referral Fees and Commissions otherwise earned in the month that
    the items are returned. We will make payments to you within 30 days after the
    end of the month in which we have received payment from customer, provided that
    you have (a) not breached any terms or conditions of the Agreement, (b) met the
    conditions set forth herein, (c) previously provided a valid mailing address to
    which the payment may be mailed and (d) the transaction is eligible for a
    payout.



    Policies
    and Pricing.
     



    Users
    who purchase Products through the Affiliate Program will be deemed to be
    customers of Young Nutraceuticals. Accordingly, all of our rules, policies, and
    operating procedures concerning customer orders, customer service and sales
    will apply to those Users. We may change our policies and operating procedures
    at any time in our sole discretion without notice. Products, availability of
    our Products and our pricing of such Products may vary from time to time. We
    will use commercially reasonable efforts to present accurate information, but
    we cannot guarantee the availability or the price of any particular Product.



    Licenses.



    Non-Exclusive,
    Limited License to ‘Young Nutraceuticals’ and ‘Mirica’ Logos and Trademarks.
     You agree to
    display the Young Nutraceuticals logo and/or the Mirica logo (the "Logos")
    on your homepage or other promotional location of your Web site and/or through
    other authorized promotional methods. Subject to your compliance with the terms
    and conditions of this Agreement, we hereby grant to you a non-exclusive,
    non-transferable, non-sub licensable, revocable, limited license to use our
    Logos, name, url, trademarks and other materials that we provide to you
    directly or through Refersion.com solely
    in the form and manner available from and identified Refersion.com. You acknowledge and agree
    that such license is limited and that all right, title, ownership and interest
    in the Young Nutraceuticals marketing materials shall remain with us at all
    times. Your use of such Young Nutraceuticals marketing materials shall comply
    with any trademark usage policies that we may adopt from time to time. You
    shall not take any action inconsistent with our ownership of or goodwill
    associated with the Young Nutraceuticals marketing materials, including,
    without limitation, applying for registration of any of our trademarks (or any
    mark similar thereto) anywhere in the world. You agree that any benefits and
    goodwill arising from your use of the Young Nutraceuticals marketing materials
    shall inure solely to our benefit. You agree that you shall not engage,
    participate or otherwise become involved in any activity or course of action
    that diminishes and/or tarnishes the image and/or reputation of Young
    Nutraceuticals. You also agree that you shall not use the Young Nutraceuticals
    marketing materials in any manner that is disparaging or that otherwise
    portrays us in a negative light. We reserve all of our rights in the Young
    Nutraceuticals marketing materials and all other intellectual property rights.
    You shall not create, publish, distribute or permit any materials that make
    reference to us, without first submitting such material to us and receiving our
    written consent. We may revoke your license at any time. This license shall
    terminate upon the effective date of the expiration or termination of this
    Agreement and you shall immediately cease all use or publication of the Young
    Nutraceuticals marketing materials.



    Non-Exclusive
    Limited License and Use of Affiliate Logos and Trademarks.
     You grant us
    a non-exclusive license to utilize your names, titles, logos, trademarks and
    urls (collectively, the "Affiliate Trademarks") to advertise, market,
    promote and publicize in any manner our rights here under; provided, however,
    we shall not be required to advertise, market, promote or publicize your Web
    site. You hereby represent and warrant that you are the sole and exclusive
    owner of the Affiliate Trademarks and have the right and power to grant us the
    license to use the same contemplated in this Agreement and that such grant does
    not and will not (a) breach, conflict with or constitute a default under any
    agreement or other instrument applicable to you or binding upon you or (b)
    infringe upon any trademark, trade name, service mark, copyright or other
    proprietary right of any other person or entity. This license shall terminate
    upon the effective date of the expiration or termination of this Agreement.



    Use
    of Young Nutraceuticals Trademarks on Third-Party Web Sites.
     Affiliate
    agrees not to bid on any Young Nutraceuticals name or trademarks or variations
    thereof, within any and all pay-for-placement, paid inclusion and other search
    engines. In addition, Affiliate may not claim to be Young Nutraceuticals in any
    pay-for-placement, paid inclusion or other search engines, and must clearly
    state the nature of the Affiliate relationship. Affiliates violating this
    policy may be terminated without notice and forfeit all outstanding and future
    commissions.



    Ownership;
    Confidentiality.
     



    The Young
    Nutraceuticals marketing materials (including, without limitation, the Links)
    and all User data collected pursuant to this Agreement are, as between us and
    you, our property and we own all right, title and interest in Young
    Nutraceuticals marketing materials and User data. During the course of this
    Agreement, Affiliate may be in possession of or have access to certain
    confidential, non-public, proprietary, or secret information and material of Young
    Nutraceuticals, including, without limitation, User data or information,
    information regarding Product sales, and similar data ("Confidential
    Information"). You agree and acknowledge that this Confidential
    Information shall at all times be and remain our sole and exclusive property,
    and you further agree that:



    You will
    hold all Confidential Information in the strictest confidence, and will protect
    all Confidential Information from any unauthorized use, disclosure, copying,
    dissemination or distribution.



    You will
    not disclose any Confidential Information to any third party without our
    express prior written consent.



    You will
    disclose Confidential Information within your organization only to the extent
    necessary for your compliance with the terms of this Agreement.



    You will
    treat all Confidential Information with no less than the same degree of care as
    you accord your own secret or proprietary information.



    You will
    not utilize the Confidential Information in any way other than in connection
    with your compliance with this Agreement and your participation in the Affiliate
    Program. Without limitation on the foregoing, you will not use any Confidential
    Information for the benefit of any third party or to design, develop, provide
    or market any other product or service.



    Upon
    termination of this Agreement, you agree to return to us all documents and
    other tangible materials and copies thereof in your possession containing any
    Confidential Information. You acknowledge that all Confidential Information is,
    and shall be, owned solely by us and that the unauthorized disclosure or use of
    such Confidential Information could cause irreparable harm and significant
    injury, the extent of which may be difficult to ascertain. The protections
    afforded to Confidential Information under this Agreement are in addition to,
    and not in lieu of, the protections afforded under any trade secrets laws,
    including the Uniform Trade Secrets Act.



    Affiliate
    Partner Responsibilities.
     



    You will
    be solely responsible for the development, technical operation and maintenance
    of your Web site or other promotional methods and for all materials that appear
    on your Web site or other promotional methods. You shall be solely responsible
    for ensuring that materials posted on your Web site or in other promotional
    methods do not violate or infringe upon the rights of any third party,
    including copyright, trademark, privacy or other personal or proprietary
    rights, and ensuring that materials posted on your Web site or in other
    promotional methods are not libelous or otherwise illegal. You must have
    express written consent to use another party's copyrighted or proprietary
    material. We disclaim all responsibility if you use another party's copyrighted
    or other proprietary material in violation of the law.



    Promotional
    Methods.
     



    You
    represent and warrant that you will not engage in and/or facilitate spamming,
    indiscriminate advertising or unsolicited commercial email or otherwise fail to
    comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor
    legislation), and/or any laws and/or regulations that govern advertising, email
    marketing and/or communications. Without limiting the foregoing, for any emails
    sent in connection with this Agreement:



    Only
    "opt-in" system may be used. (Opt-in systems are those where the user
    specifically requests to be placed on a mailing list.)



    If you
    generate your own opt-in list through forms on your Web site, as long as you
    disclose that users will receive e-mailings from you.



    Use of
    any lists, whether purchased or created, compiled by means of automated tools
    are not permitted. This includes, for example, lists developed by scanning
    UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of
    whether the scan was "targeted."



    You must
    use valid e-mail headers at all times.



    You must
    give the Web address of the opt-in system used and tell the user receiving your
    mail that such e-mails can be stopped by visiting that opt-in site.



    If
    anyone contacts you and asks to be removed from your list you will do so within
    96 hours and send an e-mail acknowledging the removal.



    You
    represent and warrant that you will not engage in pop-up or pop-under
    advertising using any means involving third party properties and/or services
    (software). Pop up/unders are acceptable on a first party basis only when
    triggered by your site content /site visit or by downloadable software
    applications for which you are the owner/operator. Pop up/unders delivered
    through downloadable software cannot engage in means that force clicks or
    perform redirects, or pop over a pay-per-click listing or natural search
    results.



    Privacy. 



    You must
    conspicuously post your privacy policy on your Web site and otherwise make it
    available to all Visitors. Your privacy policy must comply with all laws and
    regulations regarding the privacy of Visitor information, be commercially
    reasonable, and fully and accurately disclose your collection and use of
    Visitor information.



    Usage
    and Security of Account.
     



    You
    shall be responsible for all usage and activity on your Account and for loss,
    theft or unauthorized disclosure of your password .You shall provide us with
    prompt written notification of any known or suspected unauthorized use of your
    Account or breach of the security of your Account.



    Agreement
    Term.
     



    The term
    of this Agreement shall begin upon our acceptance of your Online Application
    and will end when terminated hereunder. We may terminate this Agreement at any
    time, with or without cause, by giving seven (7) days' written notice of
    termination. Notice by e-mail to your address on our records is considered
    sufficient notice for our termination of this Agreement. This Agreement may be
    terminated immediately by us in the event that you materially: (a) violate the
    Agreement. This Agreement may also be terminated by us in less than seven (7)
    days in the event any law in any jurisdiction is passed which, in our sole
    discretion, may cause us to immediately be subject to sales/use tax nexus in
    such jurisdiction. If this Agreement is terminated because you violated the
    terms of this Agreement, or because your Web site or other promotional methods
    are deemed by us to be objectionable, you are not eligible to receive any
    Referral Fees or Commission payments, even for Referral Fees or Commissions
    that you earned prior to the date of your termination. If this Agreement is
    terminated for any other reason, then you shall be eligible to receive only
    those Referral Fees and Commissions generated prior to the termination of this
    Agreement (except as provided below). Referral Fees and Commissions earned
    through the termination of the Agreement shall remain payable only if the
    related Product orders are not canceled or returned. We reserve the right to
    withhold your final payment for a reasonable period of time to ensure that the
    correct amount is paid to you. Further, in the event that we determine, in our
    sole and absolute discretion, that you have breached or are breaching any of
    the terms set forth in this Agreement or have engaged or are engaging in any
    other activity which could cause us to be deemed a sales or similar tax
    collector under State law, we reserve the right to suspend or terminate your
    affiliate relationship with Young Nutraceuticals, including the forfeiture of
    any Referral Fees and/or Commission payments from the date of the breach or
    activity. 



    Agreement
    Modification.
     



    We
    reserve the right to modify the terms and conditions of this Agreement in our
    sole discretion upon seven (7) days written notice through the Network Service
    (via the "Replace" option) with effect on the later to occur of your
    acceptance or the 8th day after such notice is posted. If any modification is
    unacceptable to you, your sole recourse is to terminate this Agreement by
    expiring the relationship and/or rejecting the new Program Term offered.
    Affiliate’s continued participation in the Program by accepting the newly
    offered Program Term with new terms and conditions for this Agreement
    constitutes Affiliate’s binding acceptance to the change.



    Relationship
    of the Parties to this Agreement.
     



    Each
    party shall act as an independent contractor and nothing set forth 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.



    Limitations
    on Liability.
     



    We will
    have no liability of any sort arising from any interruptions or errors in our
    Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
    CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR
    WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE
    ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND
    NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our
    aggregate liability arising under or with respect to this Agreement or the
    Affiliate Program shall in no event exceed the total amount of Referral Fees
    and Commissions paid by us to you under this Agreement.



    Warranty
    Disclaimers.
     



    WE
    HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR
    DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB
    SITE. WITHOUT LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE
    PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO
    WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM
    OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE,
    INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE,
    NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
    OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT
    WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT
    INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. UNDER NO CIRCUMSTANCES SHALL
    WE BE RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF Refersion.com RELATING TO Refersion.com’s
    SERVICES OR OTHERWISE. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY,
    THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER
    APPLICABLE LAW.



    Indemnification. 



    You
    hereby agree to indemnify, defend and hold harmless us and our stockholders,
    officers, directors, employees, agents, affiliates, successors and assigns, from
    and against any and all claims, losses, liabilities, damages or expenses
    (including attorneys' fees) of any nature whatsoever incurred or suffered by us
    (the "Damages") insofar as such Damages (or actions in respect
    thereof) arise out of or are based upon: (a) any claim or threatened claim that
    our use of the Affiliate Trademarks infringes on the rights of any third party,
    (b) your breach or alleged breach of this Agreement or any representation or
    warranty or covenant made by you in this Agreement, (c) your unauthorized use
    of any of our Confidential Information or (d) any claim related to your
    products, services, Web site or promotional methods, including any claims
    relating to the development, operation, maintenance, activities, contents and
    links of your Web site, emails or other promotional activities. Additionally,
    you shall indemnify, defend and hold harmless Young Nutraceuticals from and
    against any administrative, regulatory or legal proceeding arising out of Young
    Nutraceutical’s alleged failure to collect State sales tax to the extent that
    such proceeding results, in whole or in part, from your breach or alleged
    breach of any provision of the Special Terms. YOU ACKNOWLEDGE THAT YOU HAVE
    READ THIS AGREEMENT AND AGREE TO ALL OF 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 COMPETITIVE 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.



    Binding
    Agreement.



    You
    hereby represent and warrant to us that this Agreement has been duly accepted
    and validly approved by your authorized agent and that such Agreement has been
    validly accepted and delivered by you and constitutes your legal, valid and
    binding obligation, enforceable against you in accordance with its terms and
    that the acceptance, delivery and performance of this Agreement are within your
    legal capacity and power, have been duly authorized by all requisite action on
    your part, require the approval or consent of no other persons and neither
    violate nor constitute a default under the provision of any law, rule,
    regulation, order, judgment or decree to which you are subject or which is
    binding upon you, or the terms of any other agreement, document or instrument
    applicable to you or binding upon you.



    Miscellaneous. 



    This
    Agreement shall be governed by the laws of the United States and of the State
    of Nevada, as applied to agreements made, entered into and performed entirely
    within the State of Nevada, notwithstanding your actual state of residence or
    principal business location. Any action relating to this Agreement must be
    brought in federal or state courts located in Clark County, Nevada and you
    irrevocably consent to the jurisdiction of such courts. You agree that damages
    may be inadequate to compensate Young Nutraceuticals for the unique losses to
    be suffered in the event of a breach of this Agreement, and that Young
    Nutraceuticals will be entitled, in addition to any other remedy it may have
    under this Agreement or at law, to seek and obtain injunctive and other
    equitable relief, including specific performance of the terms of this Agreement
    without the necessity of posting bond. You may not assign this Agreement, by
    operation or law or otherwise, without our prior written consent, any such
    purported assignment shall be null and void. Subject to such restriction, this
    Agreement will be binding upon, inure to the benefit of and be enforceable
    against the parties and their respective successors and assigns. If any
    provision herein is held to be invalid or unenforceable for any reason, the
    remaining provisions will continue in full force without being impaired or
    invalidated in any way. 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.
    This Agreement and the documents referenced herein constitute the entire
    agreement between the parties regarding its subject matter, supersedes any
    other agreements or understandings between them.