This Agreement is made under the following agreed facts:

A.        Comphy manufactures, markets, and sells a variety of high-end linen products, including, but not limited to, sheets, duvets, blankets, towels, and pillows (“Products”);

B.        Comphy markets and sells the Products at a retail level through its website www.comphy.com (“Website”);

C.        Affiliate maintains and promotes products through a variety of mediums, which you filled out on the registration page;

D.        Comphy uses a variety of marks in which it maintains it has trademark protection, including, but not limited to, the following:

            1.         “Comphy” – Subject to Trademark
Registration Application, Serial No. 87863035, and Trademark Registration No.
3479190;

            2.          
- Subject to Trademark Registration No. 5616144;

            3.         - Subject to
Trademark Registration No. 3479190;

            4.         “Comphy Co.”;

            5.         “Comphy Company”;

            6.         “Comphy Co. Sheets”;

            7.         “Comphy Company Sheets”; and

            8.         “Developed for Spa. Designed for Ahh.”

(Collectively “Trademarks”).

E.         Affiliate
is or wants to be involved in the promotion of linen products, and in this
capacity, has the opportunity to make contact with consumers who may be
interested in purchasing the Products. 

F.         The parties desire to enter an agreement in which Affiliate will direct or refer persons who may be interested in purchasing Products from Comphy in exchange for a referral fee based upon consummated sales, and by and pursuant to the terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows.

            1.         Appointment and Term of Agreement

            Comphy
hereby appoints Affiliate to promote the Products and Comphy under the terms
and conditions herein.  Such appointment
is a non-exclusive one, and Comphy may grant such rights to other third parties
in its discretion. 

This Agreement shall commence
on the date the last of the parties executes (the “Term”), and continue
indefinitely until terminated by the parties, or one of the parties, as set out
under paragraph 9 herein.

            2.         Affiliate Obligations

            During
the Term, Affiliate shall make reasonable and best efforts to direct potential
retail customers to the Website for the purpose of purchasing the
Products.  Such efforts shall include,
but are not limited to, taking the following actions during the Term:

                        a.         placing
information and materials about the Products that have been provided by Comphy
on the Affiliate Sites;

                        b.         including
a link to the Website on the Affiliate Sites;

                        c.         directing
all retail consumers who visit the Affiliate Sites and who may be interested in
the Products to the Website; and

                        d.         promoting
the Products, Comphy, and the Website through e-mail promotions that are
expressly and individually approved by Comphy in advance. 

            Affiliate
shall not promote Comphy and/or the Products through any other media or means
outside the Affiliate Sites and a pre-approved e-mail campaign, including through
third-party platforms, such as Amazon.com, unless expressly authorized in
writing by Comphy.

            3.         Standards and Restrictions for Affiliate

            During
the Term, Affiliate shall comply with the following standards and restrictions:

                        a.         Affiliate shall not promote on the
Affiliate Sites sexually explicit materials; violence; discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age; and activities
that are illegal under any state or federal law, including, but not limited to,
the use of marijuana.

                        b.         Affiliate
Sites shall not include any materials which infringe or assist others to
infringe on any copyright, trademark, or other intellectual property rights or that
otherwise violate the law.

                        c.         Affiliate
and materials on the Affiliate Sites shall not promote, either directly or
indirectly, any company that sells goods that compete with the Products, or any
goods that compete with the Products.

                        d.         Affiliate
Sites shall not contain any content that is unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically, or otherwise
objectionable; offensive; or otherwise deemed inappropriate by Comphy in its
sole discretion.

                        e.         Affiliate
shall not use content that contains software downloads that potentially enable
diversions of commissions from other affiliates of Comphy.

                        f.          Affiliate
Sites shall not contain any material relating to the Products or Comphy, or
uses the Trademarks, that has not been provided or approved by Comphy, or
expressly allowed by this Agreement. 
Affiliate shall only make representations relating to the
characteristics, qualities, and particulars of the Products as expressly
provided by Comphy.  

                        g.         The
Affiliate Sites shall not contain material that is a copy of any design feature
of the Website.

                        h.         The
Affiliate Sites shall not contain material that promotes, links, or otherwise
directs potential customers to any third-party platforms for the purchase of
the Products, or any goods that compete with the Products, including, but not
limited to, Amazon.com.

                        i.          Affiliate shall not perform any “spamming”;
use unsolicited commercial e-mail; post to non-commercial newsgroups and
cross-posting to multiple newsgroups at once; advertise in any way that
effectively conceals or misrepresents Affiliate’s identity, domain name, or
return e-mail address; and/or use mailings to customers to promote Comphy or
the Products, unless the recipient is already a customer or subscriber of
Affiliate’s services or website, and recipients have the option to remove
themselves from future mailings.  Affiliate shall use Can-Spam at all times.

j.          Affiliate shall clearly represent itself and the Affiliate
Sites as independent from Comphy.

k.         Affiliate shall not purchase or use the Trademarks or the
names of other affiliates as keywords in web advertising or search
engines. 

l.          Affiliate shall not transmit any so-called “interstitials,”
“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,”
“Toolbar Installations and/or Add-ons,” “Shopping Wallets,” or “deceptive
pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a
qualifying link until such time as the consumer has fully exited the Website
(i.e., no page from our site or any Website content or branding is visible on
the end-user’s screen).  As used herein a
“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a)
through accidental or direct intent causes the overwriting of affiliate and
non-affiliate commission tracking cookies through any other means than a
customer initiated click on a qualifying link on a web page or e-mail; (b)
intercepts searches to redirect traffic through an installed software, thereby
causing pop-ups, commission tracking cookies to be put in place, or other
commission tracking cookies to be overwritten where a user would under normal
circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, MSN, Yahoo,
Overture, AltaVista, Hotbot, and similar search or directory engines); (c) set
commission tracking cookies through loading of the Website in IFrames, hidden
links, and automatic pop-ups that open the Website; (d) targets text on
websites, other than those websites 100% owned by the application owner, for
the purpose of contextual marketing; (e) removes, replaces, or blocks the
visibility of Affiliate banners with any other banners, other than those that
are on websites 100% owned by the owner of the application.  

            4.         Use of Trademarks

                        a.         Comphy
grants Affiliate a non-exclusive right to use any and all of the Trademarks for
the limited purpose of performing under this Agreement.  Affiliate agrees that any and all uses of the
Trademarks inure to the benefit of Comphy exclusively, and that it/he/she will
not independently use any of the Trademarks, nor challenge Comphy’s right,
title, and interest in the Trademarks, at any time.  Affiliate also agrees that it/he/she waives
any and all claims of any right, title, or interest in the Trademarks, other
than as granted herein, and will not object or oppose any trademark application
that may be filed by Comphy.  Upon
expiration or termination of this Agreement, Affiliate shall immediately
terminate any further use of the Trademarks.

                        b.         The
images and content on the Affiliate Sites relating to Comphy and/or the
Products, including anything prepared by Affiliate pursuant to this Agreement,
shall immediately be the property of Comphy, and it may use the content on any
of its social media platforms, print media, or Website.  Any images and content prepared by Affiliate relating
to the Products or Comphy shall be a work made for hire for Comphy, or
alternatively, to the extent not a work made for hire, Affiliate hereby conveys
all right, title, and interest in such images and content to Comphy.  Affiliate waives any right, title, or
interest, or the right to use any work product it/he/she may prepare relating
to the Products or Comphy, outside its/his/her performance of this Agreement.

                        c.         If
Affiliate uses any subcontractor or third party to assist in preparing any content
for the Affiliate Sites or for other allowed means of promotion relating to the
Products or Comphy, then Affiliate shall obtain a written agreement with such
subcontractor or third party specifically confirming that the work product
prepared by the subcontractor or third party is a work made for hire for Comphy,
and shall separately assign all right, title, and interest in any such work product
prepared by the subcontractor or third party to Comphy.  Any such agreement shall also include a
waiver of any right, title, or interest, or right for the subcontractor or
third party to use any of the subcontractor’s or third party’s work product
relating to the Products or Comphy.  Affiliate
shall hold harmless, indemnify, and defend Comphy from and against any claim,
demand, suit, or judgment of any subcontractor or third party claiming any
right, title, or interest in any work product prepared by the subcontractor or
third party relating to the Products or Comphy.

                        d.         Affiliate
is granted a non-exclusive, non-transferable, revocable right to access the
Website through HTML links solely to provide the services under this Agreement.
 

            5.         Comphy’s Right to Approve Content and
Use of Trademarks

                        a.         Affiliate
shall only place images and content relating to the Products and Comphy as
provided or expressly approved by Comphy. 
Comphy shall be provided with the location of any and all content and
images used by Affiliate to promote Comphy and/or the Products, or a copy of
all such content and images.  Comphy
shall have the right to direct removal of any content or images, or to identify
any alterations, changes, amendments, or modifications to any such content or
images, which Affiliate shall accomplish within three (3) business days of
receipt of notice from Comphy. 

                        b.         Marketing
materials for print collateral, web banners, or any e-mail promotion shall
first be subject to Comphy’s review and approval before use by Affiliate.

                        c.         Comphy
may monitor the Affiliate Sites at all times to confirm compliance with the
terms and conditions of this Agreement. 
Comphy may notify Affiliate of any changes that need to be made to an
Affiliate Site, which shall be made by Affiliate within three (3) business
days.

           6.         Compensation to Affiliate

As consideration for its/his/her promotion of the Products and Comphy, Affiliate shall be entitled to receive the following: 10% of sale unless specified otherwise on signup. (“Commission”).

                        a.         All
information to track Affiliate’s efforts and entitlement to Commission, and to
pay Commission shall be done by Refersion Marketplace (“Marketplace”).  Affiliate will be provided a portal to access
Marketplace’s materials to monitor reports and data regarding Affiliate’s
efforts. 

                        b.         Affiliate
shall be paid within net thirty (30) days following issuance of a monthly
report by Marketplace.  Notwithstanding
the above, no payment is required until Affiliate has earned at least Fifty and
No/100 Dollars ($50.00) in Commission.

                        c.         Affiliate
shall not be entitled to any Commission for any Products sales that result in a
refund.  Should Affiliate have already
been paid Commission on such a sale, then Affiliate’s subsequent commission
shall be offset by the Commission amount paid on the refunded sale. 

            7.         Rules and Procedures, and
Modifications  

            Comphy
may at any time issue rules and procedures for general application to its
affiliates, with which Affiliate shall comply. 
To the extent that any adopted rules and procedures conflict with this
Agreement, the rules and conditions shall control. 

            Comphy
may also modify any term and condition of this Agreement by providing written
notice to Affiliate.  Affiliate may only
modify the terms and conditions of this Agreement by and through express
written approval of Comphy.

            8.         Representations and Warranties

            Affiliate
represents and warrants to Comphy as follows:

a.         it/he/she will have all rights, approvals, and/or licenses
necessary to provide the services called for herein;

b.         it/he/she has all rights, approvals, and/or licenses for any
content, images, music, or other items that will be placed on the Affiliate
Sites;

c.         no content, images, music, or other items placed on the
Affiliate Sites will violate or infringe upon any copyright, trademark, service
mark, trade secret, or other proprietary rights of any third party, or breach
any contract which Affiliate may have with any third party; and

d.         Affiliate has obtained all consents, approvals, and authorizations
necessary for Affiliate to execute this Agreement and to perform under this
Agreement.  Affiliate is not bound by any
contractual or other duty that precludes Affiliate from entering into this
Agreement and carrying out its terms.

COMPHY MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE OR THE PRODUCTS.  ANY IMPLIED WARRANTIES RELATING TO THE WEBSITE
OR PRODUCTS, SUCH AS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR
NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, COMPHY
MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED
OR ERROR FREE, AND COMPHY SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.

9.         Termination

Either party may terminate
this Agreement, with or without cause, subject to providing ten (10) days’
written notice. 

10.       Limitations of Liability

COMPHY SHALL NOT BE LIABLE
TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR ANY
OTHER CATEGORY OF DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF COMPHY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHER, IN NO EVENT SHALL COMPHY’S CUMULATIVE
LIABILITY TO AFFILIATE ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER
BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE
THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO AFFILIATE UNDER THIS
AGREEMENT.

11.       Confidentiality

All information provided
by Comphy, including, but not limited to, any business, technical, or financial
information, the terms and conditions of this Agreement, and pricing and
shipping terms and conditions, and customer information, shall be retained and
maintained by Affiliate as confidential, unless otherwise designated by
Comphy.  All information provided by
Comphy to Affiliate shall only be used by Affiliate to perform services under
this Agreement, and Affiliate shall end all use of all information upon
expiration or termination of this Agreement. 
All information provided by Comphy shall remain the sole property of
Comphy, and shall be returned to Comphy upon expiration or termination of this
Agreement. 

12.       Indemnification, Hold Harmless, and Duty to Defend

Affiliate shall indemnify,
defend, and hold Comphy harmless against all losses, claims, demands, suits,
judgments, costs, and liability, including reasonable attorneys’ fees, to the
extent arising out of Affiliate’s performance under this Agreement, including,
but not limited to, any claim that any content used by Affiliate infringes or
misappropriates the intellectual property rights of a third party under any
applicable law.

Comphy shall indemnify,
defend, and hold Affiliate harmless against all losses, claims, demands, suits,
judgments, costs, and liability, including reasonable attorneys’ fees, to the
extent arising out of Comphy’s performance under this Agreement or relating to
the Products, including, but not limited to, any claim that Comphy’s actions
cause an infringement or misappropriation of the intellectual property rights
of a third party under any applicable law.

13.       Independent Contractor

Affiliate is an independent contractor, and for any and all purposes (including, but not limited to, United States or state tax purposes), shall not be considered an employee of Comphy, and shall not be a legal representative or agent of Comphy for any purpose whatsoever, and does not have the power to obligate Comphy for any purpose whatsoever.

14.       Attorneys’ Fees

In any suit commenced to enforce or interpret this Agreement, the prevailing party shall be entitled to be awarded from the other party its attorneys’ fees and costs. 

15.       Assignments

This Agreement may not be assigned by Affiliate without the prior written consent of Comphy.

16.       Choice of Law and Venue

This Agreement is governed by the laws of the state of Washington.  In any action to enforce or interpret this Agreement, such action shall be commenced in the Superior Court for the State of Washington, Whatcom County.  Affiliate hereby consents to the
jurisdiction and venue of such court, and waives any defense of lack of personal/subject matter jurisdiction or improper venue.