THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EXCEL WATER TECHNOLOGIES INC. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview
This Agreement contains the complete terms and conditions of membership in the Excel Water Technologies Inc. Affiliate Program. The purpose of this Agreement is to allow linking between your web site and the Excel Water Technologies Inc. web site. Please note that throughout this Agreement, "we," "us," and "our" will mean Excel Water Technologies Inc., and "you," "your," and "yours" will mean the affiliate.

2. Obligations of Affiliate
2.1. To begin the enrollment process, fill out and submit the online application. We will notify you of your acceptance or rejection. Any application may be rejected at our sole discretion.
2.2. As a member of Excel Water Technologies Inc.'s Affiliate Program, you will have access to the Excel Water Technologies Inc. Affiliate Management Center. Here you can change your affiliate preferences and download HTML code (that provides for links to web pages within the Excel Water Technologies Inc. web site). Graphics ("Links") that we have made available for use in your web site ("Site") will always be available at our Downloads Page. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide.
2.3. You agree to fully cooperate with us in order to establish and maintain any links between the Excel Water Technologies Inc. site and your site. You also agree that those graphic images that you display pertaining to Excel Water Technologies Inc., for use as a link or otherwise, will only be graphic images that we provide to you from the Excel Water Technologies Inc. Downloads Page. If we update those graphics, you will need to replace our old graphics with the new ones.
2.4. The maintenance and the updating of your site will be your responsibility. Because you are a member of the Excel Water Technologies Inc. Affiliate Program and the information within Excel Water Technologies Inc. is updated often, it will be necessary for you to update the content of your site on a regular basis to maintain consistency and accuracy between the Excel Water Technologies Inc. site and your site. We may monitor your site as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should be made.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Rights and Obligations of Excel Water Technologies Inc.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
3.2. Excel Water Technologies Inc. reserves the right to terminate this Agreement and your participation in the Excel Water Technologies Inc. Affiliate Program immediately and without notice to you should you commit fraud in your use of this Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Excel Water Technologies Inc. shall not be liable to you for any Referral Fees for such fraudulent referrals.
3.3. End users who register with Excel Water Technologies Inc.'s Affiliate Program will be considered Members ("Members"). All our rules, policies, and operating procedures will apply to those Members. We may change our policies and operating procedures at any time.
3.4. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email and a change notice will be posted at your Affiliate Management Center. Modifications may include, but are not limited to, changes in the payment procedures, and Excel Water Technologies Inc.'s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Excel Water Technologies Inc.'s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Affiliate Fees
For every new end user who enters the Excel Water Technologies Inc. web site through your Links from your Site and purchases merchandise from Excel Water Technologies Inc. (a "Qualified Buyer"), Excel Water Technologies Inc. will pay you a fee of 10% (ten percent) of the order subtotal (before tax and shipping). Qualified Buyers exclude all existing Excel Water Technologies Inc. customers. Please note that we will not pay Affiliate Fees on purchases by Qualified Buyers who subsequently re-enter the Excel Water Technologies Inc. web site (other than through your Links from your Site), even if the customer previously followed a link from Your Site to the Excel Water Technologies Inc. web site.

7. Payment
To receive a commissions payment, you must request one. You may do so every three months (providing you are owed at least $50), or when you have accumulated at least $150 in earnings. However, if the commissions payable to you for any calendar quarter are less than $50.00, we may at our option hold these commissions until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. Affiliates in the United States may be paid by Money Order or check via postal mail.Affiliates outside the USA can be paid by international money order or check.

8. Access to Affiliate Center
You will be given a password so that you may enter our secure Affiliate Management Center. From this site you will be able to receive your reports that will describe our calculation of the Advertising Fee due to you.

9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Excel Water Technologies Inc.'s Affiliate Program.
10.2. You grant to us a non-exclusive right to utilize your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner our rights under this Agreement. However, Excel Water Technologies Inc. is under no obligation to so advertise, market, promote, or publicize.
10.3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

11. Disclaimer
EXCEL WATER TECHNOLOGIES INC. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING EXCEL WATER TECHNOLOGIES INC. SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF EXCEL WATER TECHNOLOGIES INC. ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

12. Representations and Warranties: You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU 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 OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, I N NO EVENT SHALL EXCEL WATER TECHNOLOGIES INC. CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

14. Indemnification
You agree to indemnify and hold harmless Excel Water Technologies Inc. and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against Excel Water Technologies Inc. based on or arising from any claim (i) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (ii) resulting from your breach of this Agreement or resulting from your breach of any third party intellectual property right or misappropriation of any material, or resulting from any of your defamatory, libelous act or resulting from your violation of any third party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Excel Water Technologies Inc. in connection with or arising from any such claim, suit, action, or proceeding.

15. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

16. Miscellaneous
16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Excel Water Technologies Inc. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.