Aquasana, Inc. Aquasana Publisher Terms and Conditions These Aquasana Publisher Terms and Conditions, along with any addenda hereto (the "Agreement"), is between Aquasana, Inc., a Texas USA Corporation ("Company"), and you ("Publisher") and is effective as of the date that you accept this Agreement on Vendor's (as defined below) website (the "Effective Date"). By accepting this Agreement, you expressly agree to the terms and conditions set forth in this Agreement. Recitals Company has designed and produced quality water filtration products under private label (the "Products") for over 50 U.S. and international companies and is considered an industry leader in water filtration products. In connection with Company's sale of the Products, the Company engages certain Publishers to provide marketing, advertising, and promotion services through such Publishers' websites and other online and offline materials in exchange for a commission on certain qualified sales (the "Publisher Program"). Publisher desires to participate in the Publisher Program, and Company desires to permit Publisher's participation in accordance with the terms and upon the conditions set forth in this Agreement. In connection with the Publisher Program, Publisher is also a party to a certain Publisher Agreement with LinkShare Corporation (the "Publisher LinkShare Agreement"), and Company is a party to a certain LinkShare Master Services Agreement with LinkShare Corporation (the "LinkShare LSA") whereby LinkShare Corporation ("Vendor") has agreed to manage and process certain transactions in the Publisher Program. Agreements Now, therefore, in consideration of the foregoing and the covenants contained in this Agreement, the parties agree as follows: 1. Appointment and Acceptance. In accordance with the terms and upon the conditions set forth herein, Company hereby appoints Publisher to advertise the Products. Publisher agrees to comply with all applicable laws and regulations, and Publisher warrants that Publisher will not engage in any targeted solicitation activities in the State of California that refer potential customers to Company, including but not limited to, distributing flyers, coupons, newsletters and other printed promotional materials or electronic equivalents, verbal soliciting (for example in person referrals), initiating telephone calls and sending emails and Publisher warrants that Publisher will sign and deliver to Company an annual certification regarding Publisher's solicitation activities to this effect for Company's records each year during the course of our engagement. If the Publisher is in California and is an organization, such as a club or a non-profit group, Publisher agrees that the organization will maintain on its website information alerting its members to the prohibition against each of the solicitation activities described above. 2. Product Claims and Approvals. Publisher will not make any claims, representations, or warranties with respect to the Products that differ in any way from the Company's approved Product claims, representations, and warranties. Publisher further acknowledges and agrees that the claims, representations, warranties, descriptions, and information with respect to the Products and the presentation and image of the Marks (as defined below) shall be uniform and consistent, and Publisher shall use the Marks solely in the manner consistent with Company's guidelines and prior approval. In addition, Publisher must provide all press releases and news releases to the Aquasana Publisher Manager (who is identified on Company's website) for review and approval prior to posting. Publisher agrees to indemnify Company for any loss, cost, expense or liability arising from any claim related to any Product claims, representations, or warranties or statements made by Publisher that do not adhere to such approved Product claims, representations, or warranties. 3. Intellectual Property. In connection with the trademarks, copyrights, patents and trade secrets ("Intellectual Property") of the Company, the parties agree that: (a) Company is the owner of the trademarks used currently, and any that may be used in the future, in Company's business (the "Marks"), including but not limited to: AQUASANA, Clearly Better Water, WATER DOCTOR, BOTTLE YOUR OWN, RHINO, PURE SHOWER SYSTEM, SUN and design, PURITY, PURITY WATER FILTRATION BOTTLE and design, TRAVELER, AQ-4000, AQ 4100, AQ-4100NSH, AQ-4050, AQ-4025, AQ-4035, AQ-4500, AQ-4501, AQ-4000W, AQ-4000B, AQ-4000P, AQ-4600, AQ-4601, AQ-4601.55, AQ-4601.56, AQ-4601.62, AQ-5100, AQ-5200, AQ-5300, AQ-5200.56, AQ-5200.55, AQ-5200.62, AQ-5300.55, AQ-5300.56, AQ-5300.62, AQ-5300R, AQ-5200R, AQ-5100R, AQ-7000, AQ-4105 AQ-4125, AQ-4105.1, AC-ZYB, AC-ZY, AC-2, AQ-6000, AQ-ZY, AQ-ET, AQ-ET2, AQ-CAPS, AQ-4055, AQ-4000.16, AQ-4000.10, AQ-4200, AQ-4205, AQ-4210, AQ-4215, AQ-4220, AQ-4225, AC-500, AC-750, AQ-6005, WATER 4 LIFE, WATER FOR LIFE, SUNH2O, SUN WATER SYSTEMS, EQ-300, EQ-300-WELL, EQ-1000, EQ-1000R, EQ-SS-20, EQ-SS20R, EQ-300R, EQ-304, EQ-304-20, EQ-PFC.35, AQ-CAPS, AQUA-Canteen, AquaKoozie, AQUA-Spa, AQUAGIZE, PURE SHOWER SYSTEM, PSB, SimplySoft, and SHOWER MATE. Publisher acknowledges and agrees that it has no rights, title, or interest in or to the Marks or any other Intellectual Property except as provided herein and shall not acquire any right, title, or interest in the Marks or any other Intellectual Property or expectancy to their use as a result of any use of the Marks or other Intellectual Property by Publisher, and that all goodwill arising out of any use of the Marks or other Intellectual Property by, through or under Publisher shall inure solely to the benefit of Company. Following the termination of this Agreement, Publisher shall immediately discontinue use of any Company Marks and Intellectual Property (and any other trademarks or service marks, which Company deems to be confusingly similar thereto) and will return or destroy any materials containing the Marks or Intellectual Property then in Publisher's possession at the Company's direction. (b) Publisher is granted a non-exclusive, non-transferable, non-sub licensable, limited, revocable right to use Company provided Marks and banners. All Intellectual Property, images, technology and content, including rights in and to any derivatives thereof, provided for Publisher's use is and shall remain the sole property of the Company, and no part thereof shall be deemed assigned or licensed to Publisher except as explicitly provided for herein. Publisher may not modify the Marks, Intellectual Property, or other trademarks, banners, or the content or any of the images provided to Publisher in any way. (c) Company may immediately terminate Publisher's license to use the Marks if the Company reasonably believes that such use dilutes, tarnishes or blurs the value of the Marks. Publisher acknowledges that Publisher's use of the Marks will not create in Publisher, nor will Publisher represent that Publisher has any right, title or interest in or to the Marks or other Intellectual Property other than the license granted by the Company. (d) Publisher will not challenge the validity of or attempt to register any of the Marks or Intellectual Property or Publisher's interest therein as a licensee, nor will Publisher adopt any derivative or confusingly similar names, brands, Marks, URLs or create any combination marks with the Company Marks. Publisher acknowledges the Company's ownership and exclusive right to use the Marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company. (e) The following rules apply to the Publishers use of Company's Marks and Intellectual Property: (1) Publisher may place Company provided Marks and related information and descriptions anywhere on Publisher's website as Publisher sees fit, or within non-spam emails. (2) Publisher may place banners or links containing Publisher's qualifying link (as described in the Publisher LinkShare Agreement) within Publisher's newsletters, in content of Publisher's website, or within other online content. (3) Publisher may use product data feeds provided by Company or by Vendor only on Publisher's website or within non-spam emails. (4) Any page that contains Aquasana.com links or banners, must contain content that is grammatically and mechanically correct for whatever language in which it is written and comply with the current Aquasana Publisher link requirements (as described in the Publisher LinkShare Agreement). 4. Publisher Commissions. (a) Publisher shall be entitled to commission on Qualified Sales as provided in Publisher's LinkShare Agreement. In the event that Publisher's commission is less than $100.00 in the aggregate during any 6 month period following the date of this Agreement, this Agreement may be terminated at Company's option upon three days' notice to Publisher without any further obligation on behalf of Company. (b) For purposes of this Agreement, "Qualified Sales" are only those sales (i) generated by using an approved qualifying link (as described in the Publisher LinkShare Agreement) from Publisher's website, (ii) accepted by Company, in its sole discretion, and (iii) not cancelled or returned for a period of ninety (90) days from the date of sale. (c) Publisher acknowledges and agrees that it shall not be entitled to any commission, and Company shall not be liable for payment of any commission, on any sale generated by Publisher offline, through printed collateral or other advertising, unless the parties expressly agree otherwise. (d) In accordance with the LinkShare LSA and LinkShare Publisher Agreement, the parties acknowledge and agree that Vendor will be responsible for tracking and reporting Publisher's traffic and sales, including Qualified Sales, through Vendor's website, and LinkShare Corporation will be responsible for processing payments of any commission to Publisher for Qualified Sales, it being acknowledged that Company shall pay Publisher's commission to Vendor based on the Vendor tracking and reports. 5. Change of Publisher Contact Information. Publisher will notify Company of any changes to Publisher's contact information by updating their contact information on their publisher profile. 6. Compliance with Company Policies. Publisher agrees to comply with all terms of Company's policies regarding advertising and pricing, as modified from time to time by Company. Such policies are effective when provided directly to Publisher, posted on the Vendor publisher dashboard or posted on Company's website. It being acknowledged and agreed that Publisher is not a reseller and is not permitted to resale the Products for Company, Publisher will only offer Company's products at prices or discounts approved by Company. 7. Prohibited Activities. In addition to other restrictions and limitations set forth in this Agreement, Publisher agrees that the following are prohibited activities for Publisher in connection with Publisher's performance of this Agreement and that engaging in such activities shall be deemed a material breach of this Agreement and may result in the immediate termination of Publisher's account and this Agreement at the sole discretion of Company: (a) Publisher will not use Aquasana.com as a landing page for any paid advertising, display or use as a keyword the Aquasana.com URL, or use any of the Marks or Intellectual Property in any Pay-Per-Click, pay per impression, pay for placement, or pay per listing advertising campaigns. (No direct linking allowed). (b) Publisher will not bid on Company’s trademark terms including: www.aquasana.com, aquasana, aqua sana, and is prohibited from TM+ bidding in all search engines (trademark + term i.e. aquasana coupons). (c) Publisher may not list any of Company's Products on any shopping engine website, auction site or other sale listing site. (d) Publisher is not permitted to take customer orders for Aquasana products on any online properties or marketplaces. (e) Without Company's prior approval, Publisher will not post Publisher's qualifying link, a link containing Publisher’s qualifying link or anything containing the Marks on any social media profiles that are not operated or controlled by the Publisher or any website that offers discount coupons in order to uphold the image Company strives to maintain for the Aquasana brand as a premium, high-value product line. (f) As a Publisher, Publisher can only have 1 account. Publisher can list multiple domains in one account, but only one account is allowed. Attempting to create multiple accounts may result in immediate termination of Publisher's account and this Agreement. (g) Spamming by Publisher is strictly prohibited. Publishers are prohibited from sending emails to lists or groups to which Publisher does not have permission to send. Company may terminate Publisher's account and this Agreement on the first offense of this provision. (h) Publisher is prohibited from all uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guest books that are not specifically allowed in this Agreement. (i) Publisher may not "comment spam" blog or article posts on public websites. (j) Publisher may not pay for inbound links that are not clearly designated as paid advertisements for the purposes of improving Publisher's search engine optimization. (k) Publisher is prohibited from any display of a merchant window that isn't the result of a direct click by the end-user. 8. Modifications. 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 such change, Company will notify Publisher via e-mail, network communication, newsletter or the Vendor website at least 7 days prior to any such changes taking effect, at which time Publisher may either agree to such changes or withdraw as a Publisher and terminate this Agreement. 9. Termination Company may terminate this Agreement at any time without cause by providing thirty (30) days prior written notice to Publisher. Except where immediate termination for certain acts is provided in this Agreement, Company may terminate this Agreement upon any breach of this Agreement by Publisher by providing three (3) days prior written notice to Publisher. Upon any termination, of this Agreement by Company or Publisher, Publisher agrees to (a) cease using and return or destroy all Marks, Intellectual Property, and Confidential Information (as defined below) in Publisher's possession, custody, or control, (b) transfer and assign to Company any domain name or URL containing Company or its affiliates' names or marks (or names or marks substantially similar to Company or its affiliates' names or marks) registered or otherwise owned by Publisher, (c) not disparage Company or Company products in any way and acknowledges that doing so will cause irreparable harm to Company, and (d) take any action reasonably required or requested by Company to affect each of the foregoing. 10. Survival. Sections 3, 7, and 10-21 shall survive any expiration or termination of this Agreement. 11. Relationship of Parties. Though Publisher may sometimes be referred to as an "Aquasana Authorized Affiliate," the relationship between the parties under this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (a) give either party the power to direct and control the day-to-day activities of the other; (b) deem the parties to be acting as partners, agents, joint ventures, co-owners, or otherwise as participants in a joint undertaking; or (c) permit either party or any of either party's officers, director, employees, agents, or representatives to create or assume any obligation on behalf of the other party for any purpose whatsoever. The parties acknowledge and agree that this Agreement is not intended to and does not permit Publisher to act as a reseller for Company or otherwise grant Publisher permission to resale any Product to any third party; all sales, including Qualified Sales, will be made directly from Company to the customer. 12. Confidentiality. The parties acknowledge and agree that the information exchanged between the parties will be deemed by each party to be Confidential Information. "Confidential Information" means any information, whether oral or written, of a private, secret, proprietary, or confidential nature, concerning either party or its business operations, including, without limitation: (a) information related to each party's Intellectual property; (b) either party's pricing information, pricing and use policies, which include trade secrets; (c) either party's client or customer lists; and (d) the terms and conditions of this Agreement. Each party agrees to use the same degree of care to protect the confidentiality of the Confidential Information of the other party and to prevent its unauthorized use or dissemination as it uses to protect its own Confidential Information of a similar nature, but in no event shall exercise less than due diligence and reasonable care. Each party agrees to use the Confidential Information of the other party only for purposes related to the performance of this Agreement. All Confidential Information remains the property of the party disclosing the information and no license or other rights to Confidential Information is granted or implied hereby. 13. Non-Exclusivity. This Agreement is non-exclusive in nature and neither party is precluded from entering into similar relationships with any other third party, subject to the confidentiality obligations set forth in Section 12. 14. No Assignment. Publisher may not assign this Agreement, or any obligations of Publisher under this Agreement, unless Company, in its sole discretion, consents in writing to the assignment. 15. Waiver. No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision at any other time. 16. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part of this Agreement; the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. 17. 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. COMPANY SHALL HAVE NO LIABILITY, WHETHER DIRECT OR INDIRECT, FOR (a) LOSS OF ANTICIPATED SALES, REVENUE, INCOME, PROFIT, COMPENSATION, REIMBURSEMENT, OR SAVINGS, (b) LOSS OF BUSINESS OPPORTUNITY, OR (C) EXPENDITURES, INVENTORY, INVESTMENTS, OR COMMITMENTS MADE IN CONNECTION WITH THIS AGREEMENT. 18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas. 19. Arbitration. The following will apply to all disputes: (a) Company and Publisher agree that any claim, controversy or dispute between Company (and its Publishers and their respective shareholders, officers, directors, agents, employees, successors and assigns) and Publisher (and its Controlling Principals, Principals, guarantors, officers, directors, agents, employees, successors and assigns) arising out of or relating to this Agreement or any other agreement between Publisher and Company will be submitted for binding arbitration before one arbitrator in accordance with the then-current commercial arbitration rules of the American Arbitration Association. If such rules are in any way contrary to or in conflict with this Agreement, the terms of this Agreement shall control. (b) Arbitration shall take place at a location specified by the arbitrator within ten miles of Company's principal place of business in Tarrant County, Texas. The award of the arbitrator shall be final and judgment upon the award rendered in arbitration may be entered in any court having jurisdiction thereof. The costs and expenses of arbitration, including compensation and expenses of the arbitrator, shall be borne by the parties as the arbitrator determines. Company and Publisher further agree that, in any arbitration proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any claim, which is not submitted or filed as required is forever barred. The arbitrator may not consider any settlement discussions or offers that might have been made by either Company or Publisher. (c) Company and Publisher agree that arbitration will be conducted on an individual, not a class wide basis, and that an arbitration proceeding between Company and Publisher may not be consolidated with any other arbitration proceeding between Company and any other person. (d) Company and Publisher waive any right to or claim for punitive or exemplary damages. 20. Entire Agreement. This Agreement constitutes the only agreement between the parties relating to the subject matter of this Agreement and no prior or contemporaneous representations, promises, understandings or agreements, oral or otherwise, not herein contained shall be of any force or effect. The parties expressly agree that this Agreement is intended to be the only Publisher Agreement between the parties and supersedes any previous Publisher Agreements or Affiliate Agreements written and/or verbal, and by and upon acceptance of this Agreement, Publisher agrees that any prior Publisher or affiliate agreement between Publisher and Company shall be immediately terminated; provided, however, that Company will ensure that Publisher receives commission payments, if any, due under any prior agreement before the Effective Date hereof for all qualified sales made during the transition between programs. Notwithstanding the foregoing, this Agreement is not intended to terminate or otherwise supersede any Domain Name Power of Attorney and License Agreement between Company and Publisher. 21. Authorization and Acceptance. Any individual accepting this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to accept and deliver this Agreement on behalf of such entity, and this Agreement shall be binding upon such entity in accordance with its terms. Publisher acknowledges that it has carefully read and understood this Agreement and by clicking the "accept" button, accepts and agrees to all the terms and conditions contained herein.