STRUCTURED WATER UNIT, LLC

REFERRAL PARTNER AGREEMENT

This Referral Partner Agreement (the “Agreement”) states the terms and conditions that govern the contractual agreement between Structured Water Unit, LLC having its principal place of business at 70 N. Payne Pl. Suite #4, Sedona, AZ 86336 (“SWU”), and you  (the “Referral Partner”) who agrees to be bound by this Agreement.

WHEREAS, SWU has developed this partner program (the “Program”) and the Referral Partner would like to join the Program according to the terms and conditions herein.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, SWU and the Referral Partner (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1.  REFERRAL PARTNER DUTIES. Upon completing the Referral Partner sign-up process, including the execution of this Agreement, SWU will enroll the Referral Partner in the Program. However, even after such enrollment SWU may in its sole discretion re-evaluate the Referral Partner’s status under this Agreement and may cancel this Agreement at any time with written notice. The following are certain rules and regulations of the Program:

a.     No activity or content created by the Referral Partner in association with the Program may (i) promote violence; (ii) contain or promote obscene content (as determined by SWU); (iii) promote discrimination of any kind; (iv) promote illegal activity; (v) promote the violation of or violate the rights of any third parties (including with regard to intellectual property rights); (vi) be posted to any domain significantly similar to “Structured Water Unit;” (vii) contain software downloads that may enable diversions of commission from other partners in the Program; (viii) contain any design that implies to third parties that the creator of such content is directly from SWU or any of its subsidiaries; or (ix) portray SWU in any negative light (as determined by SWU).

b.     The Referral Partner must utilize the HTML tracking code provided to the Referral Partner by the Referral Partner’s account manager.

c.     SWU reserves the right to require that the Referral Partner changes the placement of links and complies with guidelines of the Program in the development of any content.

d.   The Referral Partner must maintain and update all partner sites (the “Referral Partner Sites”) created. SWU may monitor Referral Partner Sites and require changes in its discretion.

e.  All reports and commissions due to the Referral Partner through the Program shall be available for review through the Infusionsoft secure partner account interface, for which the Referral Partner must create a user name and password.

2.   TERMINATION. SWU may terminate this Agreement at any time for any reason with written notice provided to the Referral Partner. In the event that the Referral Partner violates any terms of this Agreement or any laws, then the Agreement shall terminate and the Referral Partner shall forfeit any rights to any unpaid commissions under this Agreement.

3.   MODIFICATION. SWU reserves the right to modify any terms of this Agreement in its sole discretion – including (but not limited to) changes in rules and payment structures. SWU will notify the Referral Partner via email any time such modification is made. Any continued participation in the Program after such notification is made shall be deemed an assent to the changes. However, the Referral Partner may cancel this Agreement with written notice to SWU if such changes are unacceptable.

4.    PAYMENT. When a third party user (the “User”) clicks on the Referral Partner’s unique link, a cookie will be placed on such User’s browser. Any purchase made by that User for so long as that cookie remains in the User’s browser shall be tracked by SWU’s partner system and the Referral Partner shall be paid a ten percent (10%) commission for any such purchases made through SWU’s Infusionsoft shopping cart and store. These commissions only apply to purchases made through SWU’s Infusionsoft shopping cart and store. Commissions may also only be honored if the User does not delete the cookie prior to making such purchase. The Referral Partner must claim any commission earned within one (1) year of earning such commissions or the Referral Partner shall be deemed to have forfeited such commission. Any commissions generated by cookie stuffing or any other illegitimate method(s) are not eligible and must be forfeited by the Referral Partner. If any product is returned for a refund by a user/customer, all commissions related to the returned product(s) must be forfeited by the Referral Partner. Any commissions related to forfeiture that have been paid out must be returned to SWU within 30 days of being notified. SWU has the right to submit any delinquent unpaid money or debt to a collection agency.

5.    PROGRAM RESTRICTIONS. The following are certain restrictions on the Referral Partner in conducting the Program:

a.   The Referral Partner may not conduct any promotion under the Program that amounts to spamming, unsolicited commercial email, postings to newsgroups that do not allow commercial messages, or is cross-posting between multiple newsgroups. Nor may the Referral Partner send any email message promoting SWU that does not allow the recipient to unsubscribe or remove themselves from the email list.

b.    The Referral Partner may promote the Referral Partner’s own websites but not in a way that implies said website is a joint effort by the Referral Partner and SWU.

c.   The Referral Partner may not conduct any promotion that misrepresents or conceals the Referral Partner’s identity, domain name, or email address.

d.     The Referral Partner must represent themselves as independent of SWU.

e.   The Referral Partner may not key in lead names into the lead form unless the prospect’s information is true and such prospect have expressed sincere interest in SWU.

f.   The Referral Partner may not use any type of cookie stuffing or any other type of illegitimate method(s).

g.   At no time may the Referral Partner transmit any “parasiteware” (as defined below) in conducting any promotion of SWU. “Parasiteware” for the purposes of this paragraph is defined as any application that (i) causes the overwriting of partner and non-partner commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (ii) 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; (iii) sets commission tracking cookies through loading of SWU’s site in i-frames, hidden links, or automatic pop ups; (iv) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; or (v) removes, replaces or blocks the visibility of Referral Partner banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

6.     GRANT OF LICENSES.

a.    SWU hereby grants to the Referral Partner a non-exclusive, non-transferable, and revocable right to (i) access SWU’s website through links in accordance with the terms and conditions of this Agreement; (ii) use SWU’s logo, trade names, trademarks, or any other content that implies identification with SWU exclusively in connection with the use of such links (the “Licensed Content”).

b.     Licensed Content may only be used solely to the benefit of SWU and not in a manner that disparages SWU or portrays SWU to the viewer of any such Licensed Content SWU in a misleading or negative light.

c.     Upon termination of this Agreement, such permission to use the Licensed Content shall be deemed revoked.

d.    Other than the license granted in this section, the Referral Partner agrees and acknowledges that all intellectual property rights in the Licensed Content shall belong to and inure to the benefit of SWU.

7.     REPRESENTATIONS AND WARRANTIES. The Referral Partner represents and warrants the following:

a.  The execution, delivery, and performance by the Referral Partner of the obligations hereunder (i) have been duly authorized by all necessary parties; and (ii) will not violate any provision of law, statute, rule, or regulation, articles of incorporation, bylaws, or terms of any other agreement to which the Referral Partner is bound.

b.   The Referral Partner has sufficient right, title, and interest in any rights granted to SWU through this Agreement.

8.  DISCLAIMER OF WARRANTIES. THE PROGRAM IS PROVIDED“AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE PROGRAM AND ANY SERVICE OFFERED BY SWU IS AT THE REFERRAL PARTNER’S SOLE RISK. SWU MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (B) THAT THE PROGRAM, OR THE SERVICE WILL MEET THE REFERRAL PARTNER’S REQUIREMENTS; (C) THAT THE PROGRAM, OR THE SERVICE WILL PRODUCE ANY PROFIT OR RESPONSE; OR (D) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM SWU, OR THE PROGRAM WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY. NO ADVICE OR INFORMATION OBTAINED BY THE REFERRAL PARTNER FROM SWU, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO THE USER’S USE OF THE PROGRAM OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9.LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SWU, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM BE LIABLE TO THE REFERRAL PARTNER FOR ANY INDIRECT LOSS OR DAMAGES OF ANY KIND. THIS INCLUDES, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA OR SETTINGS, OR EXPENSE OF ANY KIND CAUSED BY OR TO REFERRAL PARTNER OR REFERRAL PARTNER’S PROPERTY, EXCEPT FOR ANY LOSS OR DAMAGE CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENT ACTS OF SWU, EVEN IF FORESEEABLE OR EVEN IF ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES SWU’S LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED BY LAW.

10.INDEMNIFICATION. The Referral Partner agrees to indemnify, defend, and hold harmless SWU and each of its officers, directors, owners, employees, and agents from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, “Losses”) arising out of the Referral Partner’s use of the Program, violation of this Agreement, violation of the law, or infringement of the rights of any third party. This obligation survives the termination or expiration of this Agreement.

11. CONFIDENTIALITY. The Referral Partner shall not, in any fashion, form, or manner, either directly or indirectly (i) divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to SWU’s business, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its products, or any other information concerning SWU’s business, its manner of operation, or its plans, strategies, processes, other information of any kind, nature, or description, or the Program (the “Confidential Information”), (ii) duplicate or replicate any Confidential Information for personal retention or for distribution unless requested to do so by SWU, (iii) use Confidential Information other than solely for the benefit of SWU, or (iv) assist a third party to circumvent, or directly circumvent, SWU’s contractual relationship with any customers or prospective customers. The Parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct of SWU’s business and its good will, and that any breach of the terms of this section is a material breach of this Agreement.

12.  MISCELLANEOUS.

a.     For the purposes of this Agreement and all services to be provided hereunder, the Parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, nor to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing.

b.   In the event the Referral Partner has been paid $600 or more in any calendar year, the Referral Partner shall provide to SWU the appropriate information, as requested by SWU, to fill out a Form 1099 relating to such compensation.

c.   Neither Party may assign this Agreement without the prior written consent of the other Party, except to a third party that acquires substantially all of either Party’s assets.

d.  This Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of conflict of laws. The Referral Partner and SWU agree to try and resolve all conflicts in good faith prior to litigating. The Referral Partner hereby assents to the exclusive jurisdiction of the federal or state courts located in Yavapai County, Arizona.

e.     No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless agreed upon in writing.

f.   This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes in its entirety any and all written or oral agreements previously existing between the Parties with respect to such subject matter.

g.   If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.