Affiliate Agreement

Affiliate Program Agreement & Registration Please read the agreement document below before registering. I accept the terms of this agreement and wish to complete the registration. This Agreement is between Sun Water Systems, Inc., a Texas USA Corporation (Company) and the undersigned Applicant, You, (Affiliate). This is the only Affiliate Agreement between the two parties and supersedes any previous Affiliate Agreements written and/or verbal. You must agree to abide by the terms and conditions contained in this Agreement in order to participate in this Affiliate program. Please read this Agreement carefully before registering and making any Company product offers. By completing and accepting this Affiliate Agreement you indicate your acceptance of all the terms and conditions contained herein. Applicant Agrees: 1. That the undersigned Affiliate is at all times an independent contractor and must not act or represent themselves as an employee or agent of Company. Annual commissions paid to the Affiliate that exceed $600.00 will be documented at year-end and an IRS 1099 form will be provided to the IRS and the Affiliate by Company. 2. That Company is not liable for any product claims or statements made by the Affiliate that do not adhere to the approved product claims on the Aquasana.com Company web site. 3. That the "Discount Code" or “Promotion Code” issued to the Affiliate is at all times the property of Company and upon termination or expiration of this agreement may be discontinued or re-assigned. 4. Affiliate acknowledges that it has no rights in or to the Marks except as provided herein and shall not acquire any rights in the Marks or expectancy to their use as a result of any use of the Marks by Affiliate, and that all goodwill arising out of any use of the Marks by, through or under Affiliate shall inure solely to the benefit of Company. Following the termination of this Agreement, Affiliate shall immediately discontinue use of any Company Marks (and any other trademarks or service marks which Company deems to be confusingly similar thereto). 5. The assigned Discount Code and appropriate advertising may be used by the Affiliate to generate sales of Aquasana products and earn Affiliate commissions per the agreed terms of this Agreement. Affiliates must choose between 2 commission options; 5.1 Standard Affiliate commissions on Point-Of-Use and Point-Of-Entry Filter System sales are 30% and 20% on Replacement Cartridge sales. Page 1 5.2 Preferred Affiliate commissions on Point-Of-Use Filter System sales are 50% and 0% on Replacement Cartridge sales, 30% on Point-Of-Entry Systems (Whole House Filters). No commissions are paid on replacement parts and non-listed accessories. Attached as Exhibit “A” is the complete list of commissionable products and the related descriptions. 6. In the event that the undersigned Affiliate earns less than $100.00 in commissions for the 6 months following the date of this agreement, or for any 6 month period thereafter, the Affiliate's "Discount Code" may be deemed inactive and subject to termination or re-issue at the discretion of Company. 7. That it is understood that the assigned discount code is Company's only way of calculating commissions due to the Affiliate and therefore only sales using this discount code or through the approved URL link will be considered generated by the undersigned Affiliate. 8. To notify Company of any pertinent contact information changes related to the applicant. Upon return of any items sent to applicant by Company, Company will send a final notice to applicants designated contact preference as stated in this application prior to terminating applicants account and discount code. 9. Affiliates are not allowed to use Aquasana.com as a landing page or display URL in any Pay-Per-Click ad campaigns. Pay Per Click advertising by Affiliates is only allowed if you direct the ad link to your own webpage. Violation of this policy will result in immediate termination of your affiliate account and forfeiture of any unpaid commissions. 10. Posting your affiliate link or affiliate code on a coupon site is also not allowed. This runs counter to the image we strive to maintain for the Aquasana brand as a premium, high value product line. Violation of this policy will result in immediate termination of your affiliate account and forfeiture of any unpaid commissions. 11. Affiliate agrees to comply with all terms of the Company’s then current Advertising Guidelines, Marks Rules and MAP Pricing Policy as stated at the following link; http://www.aquasana.com/dealer/pop_published_pricing_guidelines.htm Page 2 Company agrees: 1. To pay the agreed commissions as stated in this agreement for any sales generated under the Affiliates authorized discount code or URL link under the above stated conditions, whether through the Aquasana.com web site, call center or other. 2. To report on a monthly basis or make available the sales reports related to the Affiliates "Authorized Discount Code/Codes" as long as the sales commissions have exceeded the $50.00 minimum pay threshold. Sales commissions will accumulate until the $50.00 threshold has been met and then a commission payment and report will be generated. 3. To pay all commissions on a timely basis. Commissions will be calculated on the 39th day following each transaction under the applicants authorized discount code and reported on the following pay period. The 39 day "pending sale" period is to allow for a "confirmed sale" under the Aquasana "Pure Satisfaction Guarantee" which is a 100% money back guarantee on all of our products. Both parties agree; You may place our provided Aquasana merchant banners anywhere on your site as you see fit, or within non-spam emails. We may email you notice concerning new merchant programs, changes or offers. We may change the service and or promotion offers at Company’s sole discretion. You will be paid your commissions, at such time as your account balance is $50 or more. Any page that contains Aquasana.com links, banners, or code must be written in English and comply with the then current Aquasana Affiliate link requirements. As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited. International affiliates (those with addresses outside of the 50 U.S. States) are paid via check or Direct Deposit to a U.S. designated account or address. You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense. You may place banners or links within your newsletters, in content of your website, or within other web related content. Page 3 NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guest books etc. are NOT allowed. NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form. NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user. Failure to abide by these rules could mean termination from a given merchant program, or from Aquasana.com completely with a complete forfeit of unpaid commissions. You cannot refer yourself as an Affiliate and receive additional referral commissions. Attempting to do so may be cause for termination of this Agreement.. Company reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of this program at any time. In the event of any material change, Company will notify You via e-mail, newsletter or the AquasanaAffiliates.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service. Termination; Company may terminate this Agreement without cause and for any reason, including convenience, by providing thirty (30) days prior written notice to Affiliate. Company may terminate this Agreement by providing three (3) days prior written notice to Affiliate, if Affiliate breaches any of the terms of this Agreement. Upon termination, non-renewal or discontinuance of this Agreement by Company or Affiliate for any reason, Affiliate agrees to not disparage Company or Company products in any way and that doing so will cause irreparable harm to Company. OWNERSHIP AND LICENSES You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Company provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Company, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Company’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. Company may immediately terminate Your Page 4 license to use the marks if the Company reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Company. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands, marks, URLs or create any combination marks with the Company marks. You acknowledge the Company’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company. NONASSIGNABILITY Affiliate may not assign this Agreement to any successor or 3rd party without notice to Company and written approval by Company. JURISDICTIONAL ISSUES Arbitration; Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, whether based in contract or tort, shall be resolved by final and binding arbitration held in Fort Worth, Tarrant County, Texas, U.S.A., and conducted in accordance with the Rules of the American Arbitration Association. This Affiliate Agreement shall be governed exclusively by the laws of the state of Texas and is subject to all the terms and conditions contained herein. LIMITATION OF LIABILITY; IN NO EVENT SHALL COMPANY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST REVENUE OR PROFITS, IN CONNECTION WITH THIS AGREEMENT OR ITS BREACH, OR ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS BETWEEN THEM. 2010 Advertising Guidelines, Marks Rules and MAP Pricing Policy 1. Advertising Guidelines and MAP Pricing; Affiliate agrees not to "publish" a price discount more than 20% off of the Manufacturer's Suggested Retail or "List Prices” for any Company Product, as shown in the Company's web site www.aquasana.com in any advertisements accessible by the general public. 2. Termination; Upon termination of this Agreement by Company or cancellation of Affiliate, Affiliate agrees to immediately discontinue use of all of Company's Marks, images, copywrited text and promotional materials. Page 5 3. Authorization to Use Marks; Affiliate is authorized to use and reproduce Company Marks, images, copywrited text and promotional materials solely for the purpose of promoting the Company products and brand good will. Upon termination of the Agreement for any reason, Affiliate agrees to immediately discontinue use of Company Marks and Materials. 4. Use of Company Marks; Use Marks exactly as used by Company, without varying the spelling, abbreviating, adding or deleting hyphens, breaking one word into two or more words, pluralizing, or making possessive through use of apostrophes. Proper use of Company Marks can be found at www.Aquasana.com. Use logos exactly as used by Company, without any alteration or modification to the design, words, colors and/or proportions. 5. Additional Rules; Affiliate may not use the Company Marks, or confusingly similar versions of the Marks, as all or part of a company name or trade name, whether registered or not without the prior written consent of Company. Affiliate may not use the Marks, or confusingly similar versions of the Marks, in a domain name without the prior written consent of Company. Examples of confusingly similar company and domain names include but are not limited to “AQUASANACOMPANY.COM”, “AQUASANA SALES COMPANY”. Affiliate may not use the Marks, or confusingly similar versions of the Marks, in a manner that implies Company’s sponsorship or endorsement. Affiliate may not use the Marks, or confusingly similar versions of the Marks, in a manner that is inaccurate, distasteful or that disparages Company. Affiliate may not use the Marks, or confusingly similar versions of the Marks, in any manner that Company determines, in its sole discretion, diminishes or damages Company’s goodwill in the Marks. Company reserves the right to review any use of the Marks at any time. Affiliate must provide Company with specimens of Mark usage prior to use, and a reasonable opportunity to review and approve Affiliate’s use of the Marks prior to their use if they differ from the Approved uses as seen on the Company Web Site, www.aquasana.com. Page 6 AGREED MINIMUM ADVERTISED PRICE POLICY (MAP) It is agreed that Company’s interests and the interests of its Customers are best served through the adoption of a minimum advertised price (“MAP”) policy. MAP Policy Coverage; This MAP policy covers all Company Dealers and Affiliates located in the United States and Canada. Although dealers remain free to establish their own “Non-Published” retail prices for the Products, Company reserves the right to unilaterally impose sanctions as described in this policy, and without assuming any liability, against dealers who advertise any Products at prices below those specified herein. This MAP policy is non-negotiable. Company will not alter the policy for any one dealer. This MAP policy applies only to the prices published by dealers for Products. It does not apply to the price at which any Products are sold or to published prices higher than the minimum resale prices unilaterally established by Company from time to time. MAP pricing for Company Products is to be NO less than 20% off of Company’s Current List Prices or Company MSRP prices as shown at www.Aquasana.com. Company, at its sole discretion, may change the products and MAP from time to time. Dealers are responsible for maintaining familiarity with the contents of the current MAP policy, products and pricing. Company Products not specifically identified in Exhibit F are not subject to the policy. Each publication by any dealer of a price below the MAP will be a violation of the policy. The MAP policy applies to all publications regarding specific Company Products in any and all media including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio and public signage. Additional Offers that affect Minimum Advertised Price At Company’s sole discretion, it may deem any additional offer, including but not limited to “Gift With Purchase”, rebates, additional services or Products to be a violation of the MAP Policy. Company will from time to time recommend certain promotional offers that will not be considered MAP violations. Examples of such offers currently in place are the “Free Glass Decanter” promotion, and the “Free Shipping with purchase” promotion currently being offered. No other gift items or rebates are acceptable under this policy without prior written approval by Company. Policy Modifications Company reserves the right to modify, suspend, or discontinue the MAP policy, in whole or in part and at any time, and to designate promotional periods during which the terms of the policy change or designate periods of time during which the policy is not applicable. Company will notify dealers of any policy modifications prior to implementation. SUN WATER SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS POLICY OR TO HAVE ANY COMMUNICATIONS WITH ANY DEALER OR AFFILIATE REGARDING MODIFICATIONS OF THIS MAP POLICY. ANY MODIFICATIONS MUST BE APPROVED IN WRITING BY THE THEN COMPANY PRESIDENT OR CEO. Page 7 Exhibit “A” Point-Of-Use Full Commissionable Products; Aquasana AQ-4000 Drinking Water Filtration System Aquasana AQ-4500 Under-Sink Water Filtration System Aquasana AQ-4501 Deluxe Under-Sink Water Filtration System Aquasana AQ-4100 Shower Water Filtration System Aquasana AQ-4105 Deluxe Shower Water Filtration System Aquasana AQ-7000 Deluxe Inline/Fountain Water Filter Aquasana AQ-4200 Combo pack (and all AQ-4200 variations) Point-Of-Entry Commissionable Products; RHINO® EQ-300 Whole House Water Filter (all variations) Commissionable Replacement Filter and Accessory Products; AQ-4025 (replacements for the AQ-4000) AQ-4125 (replacements for the AQ-4100) Rhino EQ-300R (replacement for EQ-300) I accept the terms of this agreement and wish to complete the registration.