Website Affiliate Program Agreement

This Website Affiliate Program Agreement (the "Agreement") is between Ionlife Inc. (IonLife) and its partners, distributors and assigns (collectively "IonLife " or "We") and you (referred to as an "Affiliate" or "You") regarding Your participation in the IonLife Affiliate Program (the "Program").

1. Definitions.

(a) "Affiliate Site" refers to any site on which you place links to the IonLife Site or identify in your Program application.

(b) "Affiliate Link" means the unique URL provided by IonLife to be used to link from the Affiliate Site to the IonLife Site.

(c) "Products" means any item offered for sale on the Ionlife Site.

(d) "IonLife Site" means the website located at the URL: www.ionizers.org .

2. Acceptance. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IONLIFE INC. BY COMPLETING THE AFFILIATE APPLICATION FORM YOU ARE AFFIRMATIVELY AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS CONTAINED IN THIS AGREEMENT AND ACCEPT ALL OF THE TERMS OF THIS AGREEMENT WITHOUT MODIFICATION.

3. Enrollment in the Program. To become an Affiliate, submit a completed Affiliate Application to IonLife using the email address provided on the application. IonLife reserves the right in its sole discretion to accept or reject Your Affiliate Application or an Affiliate Site that IonLife deems in its sole discretion is not suitable for the Program for any reason, including, but not limited to, websites that: (a) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (b) promote illegal activities; (c) promote violence; (d) promote sexually explicit materials; or (e) promote materials or services that violate intellectual property rights (collectively "Site Restrictions"). You agree to comply with all applicable federal, state and local laws and regulations in connection with the operation, promotion and content of your Affiliate Site. We have the right in our sole discretion to monitor Your Affiliate Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4. Termination. IonLife reserves the right to immediately terminate this Agreement and your affiliate status if We determine that an Affiliate Site owned or controlled by You later violates any of the above Site Restrictions or if You otherwise violate any portion of this Agreement. If this Agreement is terminated because You have violated the terms of this Agreement or one of your Affiliate Sites becomes subject to the Site Restrictions set forth in Section 3, you will no longer be eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

5. Licenses.

(a) Upon IonLife accepting Your Affiliate Application, IonLife hereby grants You a nonexclusive, non-transferable, revocable right to use the graphic image and text described herein and such other text or images for which we grant express permission (the "Licensed Materials"), solely for the purpose of identifying an Affiliate Site as a Program affiliate and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way, without getting prior permission from IonLife. IonLife reserves all of its rights, title and interest in and to all copyrightable content (including without limitation all artwork, graphics, sound, video, text), trademarks, trade names, and all other intellectual property rights. You are only entitled to use the Licensed Materials to the extent that you are an Affiliate in good standing.

(b) Upon IonLife accepting Your Affiliate Application, You hereby grant to IonLife a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, IonLife shall not be required to so advertise, market, promote or publicize. 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 to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

6. Utilizing Affiliate Links and Buttons on an Affiliate Site. Upon IonLife accepting your Affiliate Application, We will provide you with access to banners, button links and/or text links that employ a unique URL to be used to link to the Side Effects Site, which You may display on an Affiliate Site, subject to the terms of this Agreement.

7. Order Processing. We will process Product orders placed by customers who follow Your Affiliate Link or who directly access the ionLife Site via Your unique Affiliate URL. IonLife will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, payment processing, shipping, cancellations, returns, and related customer service.

8. Referral Fees. ionLife will pay you referral fees equal to [10% to 20%] of the Net Sales (as defined below) to IonLife from customers who purchase Products by (a) linking directly to the ionLife Site via Your Affiliate URL; and (b) making a purchase. ionLife shall be entitled to deduct amounts collected by IonLife for sales taxes, duties, shipping, handling, credit card fraud, bad debts and credits for returned goods and similar charges ("Net Sales"). IonLife reserves the right to use cookies or similar means to track sales made by customers that link from an Affiliate Site. No referral fee will be paid if the customer cannot be tracked by our system. For a sale to generate a referral fee, the customer must follow the Affiliate Link from Your Affiliate Site to the Side Effects Site, purchase the product or products in question using our IonLife online ordering system, accept delivery of the item at the shipping destination, and remit full payment to IonLife.

9. Payment Terms. We will pay you referral fees on a quarterly basis in the form of a check or via PayPal.com. If Products generating a commission or a fee are returned by the customer, IonLife will deduct the corresponding referral fee from your next monthly payment or send you a bill for the fee, payable upon receipt.

10. Policies and Pricing. Customers who buy products through the Program shall be deemed to be customers of IonLife. All IonLife prices, rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. IonLife may change such prices, rules, policies and operating procedures at any time for any reason in IonLife's sole and absolute discretion. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

11. Customer Privacy. ionLife reserves the right to collect information from customers about customer tastes and preferences, and to use such information in connection with any online or offline offering or any electronic mail offering directed to a customer.

12. Responsibility for Your Affiliate Site. You will be solely responsible for the development, operation and maintenance of Your Affiliate Site and for all materials that appear on Your Affiliate Site. IonLife shall have no responsibility for the development, operation and/or maintenance of any Affiliate Site. You shall also be responsible for ensuring that materials posted on Your Affiliate Site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that such materials are not libelous or otherwise illegal. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree.

13. Modification. We may modify any terms or conditions contained in this Agreement, at any time and in our sole discretion. Modification to any terms or conditions contained in this Agreement shall become effective once they are posted on the Side Effects Site or emailed to you, either of which shall be deemed sufficient notice to You. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM, FOLLOWING IONLIFE’S POSTING OF A CHANGE OR MODIFICATION ON THE SIDE EFFECTS SITE, SHALL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. Relationship of Parties. You and we are independent contractors, and nothing 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 Affiliate Site or otherwise, that reasonably would contradict anything in this Section.

15. Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Disclaimer of Warranties. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OR FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). Furthermore, IonLife does not represent or warrant that the operation of the IonLife Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

17. Indemnification. You hereby agree to indemnify, defend and hold harmless IonLife, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of Your trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to Your Affiliate Site; (iv) any unauthorized use of banners, button links, text links or other artwork or materials supplied to You by IonLife; or (v) all claims, damages, and expenses relating to the development, operation, maintenance, and contents of Your Affiliate Site.

18. Miscellaneous. This Agreement will be governed by the laws of the United States and the state of Nevada, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 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.


BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE ONLINE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.