Water & Wellness Solutions, Inc. DBA Purative Affiliate Marketing Program Summary

Transcription

1 Water & Wellness Solutions, Inc. DBA Purative Affiliate Marketing Program Summary 1. Welcome to the Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program 2. Water & Wellness Solutions, Inc./DBA Purative Affiliate uses Post Affiliate Pro, an award-winning software program to manage our Affiliate Program. 3. Each Affiliate product item earns a percentage of sales originated from your web site(s) or your campaign link(s) excluding shipping & handling costs. Sales are tracked by placing Water & Wellness Solutions, Inc./DBA Purative Affiliate replicated links on your website or on your affiliate websites. If you have a web site, you can join the Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program and produce personal income through our program while providing valuable health products to your customers. Our affiliates are provided banners for their own personal affiliate tracking program. Tracking is done exclusively through the banners & links. If you do not have a website, simply give your personalized co-branded Water & Wellness Solutions, Inc./DBA Purative Affiliate link which we will provide to you to give to your patients, members, customers, clients, etc. Create your own account to join the Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program., Once the account is approved, post one of the Water & Wellness Solution, Inc/DBA Purative marketing banners or links on your website from your personalized Water & Wellness Solutions, Inc./DBA Purative Affiliate tracking website under Promotion/Banners & Links. YOU MAY ONLY USE THE WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE AFFILIATE APPROVED MARKETING MATERIALS UNLESS OTHERWISE SPECIFIED IN WRITING FROM US. Then, whenever a visitor clicks on your link they will be taken to our Water & Wellness Solutions, Inc./DBA Purative Affiliate website. You will be paid a commission on a completed product sales transaction. Compensation is paid depending on your Affiliate Agreement with us (see below). Affiliate will receive the following Commission Payments from their designated Water & Wellness Solutions, Inc./DBA Purative Affiliate Campaign: Product Categories and Description Shipping NOT included Purative Water Treatment Products - POU (Point of Use) Systems 1. PURIST POU countertop drinking water system (Reverse Osmosis and Activated Carbon technology). This is THE premium drinking water system. CAMPAIGN #1 Practitioner & Marketing Website Affiliate Web Link: MSRP: $ Promo Code: (optional) Customer price: -$ (Credit From Purative) $ (Shipping charges & sales tax to customer not included) Price: $ Practitioner Commission: $ (first 25 units sold) $100 revenue per unit sold) If Promo Code is not used add $25.00 to Practitioner Commission. Credit Card Billing, Unit Inventory, Fulfillment, Customer Service and Warranty performed by Purative. All Shipping: FOB Buena Park, CA. *Due to the significant level of support required for cartridge replacement and instillation, all cartridges will be through factory direct replacement only.

2 Water & Wellness Solutions, Inc. DBA Purative Affiliate Marketing Program Agreement This Affiliate Marketing Program Agreement (the "Agreement") is a legal agreement between you and WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, a Nevada Corporation ("WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE"), and contains the complete terms and conditions that apply to an individual's or entity's participation in the Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program (the " Affiliate Marketing Program "). In this document, "you" refers to the Affiliate Marketing Program applicant, and "we" and "us" refer to WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. "Site" refers to an Internet website. By completing an Affiliate Marketing Program Application and clicking on the "Signup" button below, you agree to be bound by the terms of this Agreement. Nothing in this Agreement shall be construed to create any franchise, joint venture, trust, or commercial partnership or any other partnership relationship for any purpose whatsoever other than as expressly provided herein. Each Party agrees and represents that it is an independent contractor and its personnel are not agents or employees of the other Party for federal tax purposes or any other purposes whatsoever, and are not entitled to any employee benefits from the other Party. Each Party assumes sole and full responsibility for its acts and each Party and its personnel have no authority to make commitments or enter into contracts on behalf of, bind, or otherwise obligate the other Party in any manner whatsoever, except as expressly provided herein. Each Party is solely responsible for the compensation of personnel assigned by such Party to perform services hereunder, and payment of worker's compensation, disability, and other income and other similar benefits, unemployment and other similar insurance and for withholding income and other taxes and social security. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, capitalized terms shall have the meanings set forth below. Customer means any and all of Company s customers who first subscribe to and use the Services as a result of a promotional effort by the Associate arising out of this Agreement. Initial Term means the initial term commencing upon the Effective Date and continuing for one (1) year thereafter (the Initial Term ). Intellectual Property means any and all inventions, ideas, and discoveries, including improvements, original works of authorship, designs, formulas, processes, computer programs or portions thereof, databases, trade secrets and proprietary information, documentation, and materials made, created, conceived or reduced to practice by either Party, whether alone or jointly with others; copyrights and works of authorship; and trademarks, service marks, trade names, logos and trading identities and styles. Marks means COMPANY and any and all confusingly similar trademarks, service marks, logos, trade names and trading identities and styles to COMPANY, worldwide, whether registered or not. Strategic Alliance means the non-exclusive relationship between Company and the Associate pursuant to this Agreement whereby Associate may refer its customers to subscribe to and use the Services of Company. Term means the Initial Term plus the remainder of time that the Agreement is in effect until terminated. 1. ENROLLING IN THE PROGRAM. To begin the enrollment process, you will submit a completed Affiliate Marketing Program Application via the Water & Wellness Solutions, Inc./DBA Purative Affiliate site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Affiliate Marketing Program for any reason. Unsuitable sites include, but are not limited to, those that: promote discrimination based on race, sex, religion, nationality, disability, promote illegal activities; or violate intellectual property rights. If we reject your application, you may reapply to the Affiliate Marketing Program at any time, and we will reconsider your application. Strategic Alliance (A) Company shall, in a professional manner, take reasonable steps necessary to market and perform its Services for Customers referred to it by Associate. Any engagement between Company and any Customer to perform the Services shall be on such terms and conditions as Company may approve in its sole discretion. Company will perform, schedule, staff and manage all Services at its own expense. (B) Associate may, in a professional manner and at its sole discretion and expense, promote and market the Services to its customers. (C) During the Term of this Agreement, Company authorizes Associate to identify and promote itself as a Company business partner. Associate is hereby granted a worldwide, royalty-free, non-exclusive license to use the Marks solely to achieve the goals of the Strategic Alliance and further subject to compliance with reasonable standards and procedures established by Company. Upon termination of this Agreement, Associate shall promptly discontinue any further use or display of the Marks, except as otherwise then approved in writing by Company. 2. LINKING TO OUR SITE. On your site, you may place Site Links to pages on the Water & Wellness Solutions, Inc./DBA Purative Affiliate site. For purposes of this Agreement, a "Site Link" is a hypertext link comprised of a URL and a Water & Wellness Solutions, Inc./DBA Purative Affiliate approved graphic, available from our site. The URL also incorporates unique Affiliate Marketing Program Identifier Information which will be provided to you by WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, or its agent. Once accepted, you may add or delete Site Links from your site at any time without our approval. Each Site Link must connect directly to the Water & Wellness Solutions, Inc./DBA Purative Affiliate site. You may not transmit "interstitial advertising" to users as they link from your site to the Water & Wellness Solutions, Inc./DBA Purative Affiliate site, or otherwise interrupt such link through the use of any intermediate screen or device, including without limitation the use of any html pop-up window. In addition, you may not frame, or otherwise create a border environment or browser around, the Water & Wellness Solutions, Inc./DBA Purative Affiliate site, or the contents thereof. You will be solely responsible for properly incorporating the Affiliate Marketing Program Identifier Information into your Site Link and testing the Site Link to ensure that it operates properly. You may use only qualified Campaign banners posted to your personal affiliate management site. All of your affiliates can use the site replication feature that customizes our site to the company, business, group that you bring into our affiliate program. 3. ORDER PROCESSING. We will process orders placed by customers accessing our site via a Site Link in accordance with our standard business practices. We will be responsible for all aspects of order processing and fulfillment. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. Customers who buy products from us through the Affiliate Marketing Program will be deemed to be customers of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. Accordingly, all WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE rules, policies, and operating procedures concerning customer orders, customer service, and prices will apply to the customers who use your Site Links to get to our site. We may change our policies and operating procedures at any time, with or without notice. 4. COMMISSIONS. During the term of this Agreement, we will pay you commissions based on the campaign agreed upon. Commission Payments are paid monthly once a threshold of $300 is reached in any given month. If balance is less than $300 in any given month, commissions are carried over to ensuing months until the $300 threshold is reached. If either party terminates, the balance will be paid

3 in full, regardless of threshold limits. For purposes of this Agreement, "New Customer" means a customer who (i) directly accesses our site from your assigned Affiliate Campaign link from your website or , (ii) purchases Water & Wellness Solutions, Inc./DBA Purative Affiliate products using a unique credit card number or Automated Clearing House (ACH) number, electronic mail address and name not previously received by us. 5. COMMISSION PAYMENT. Commission payments will be paid each calendar month within approximately thirty (30) days following the end of such month. We may require you to give us additional information, such as your tax id number or social security number, in order for us to comply with any applicable tax or legal reporting requirements. You hereby agree to provide such information as it may be reasonably requested by us for such purposes. We will provide you with access to a password-protected site to view reports summarizing your Site Link activity. The form and content of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Site Links between your site and our site are properly formatted. Failure to properly format and use the Site Links may result in a reduction to amounts which would otherwise be paid to you pursuant to the terms hereof or the termination of this Agreement. 6. LIMITED LICENSE. In your Site Links, you agree to use only those graphic images that we provide, and further agree to update such images with any new images we provide. You may not alter the look, feel or functionality of the graphics in any way without WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE's prior written permission. We grant you a limited, non-exclusive, revocable, nontransferable right to use the WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE Affiliate Marketing Program graphics and such other images for which we grant express permission, solely for the purpose of identifying your site as a Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program participant. We reserve all of our rights in the graphics and all other intellectual property rights. We may revoke your license at any time by giving you written notice. You acknowledge that we may desire to use Affiliate Marketing Program members' names and logos in press releases, product brochures and financial reports indicating that you are a member of the Water & Wellness Solutions, Inc./DBA Purative Affiliate Marketing Program, and you agree that we may use your name and logo in such a manner. 7. TRADEMARKS. You agree to comply with WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE's Trademark Usage Guidelines located on our site, and any other guidelines provided by WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. You acknowledge that the WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE Trademarks, which include without limitation the symbols, trademarks and service marks used by WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE to identify its products and/or services, belong solely to WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE and that members of the Affiliate Marketing Program have no rights in such Trademarks except for the purpose of displaying Site Links on the Market Manager's site(s) in accordance with the provisions of this Agreement. Any goodwill arising from the use of our Trademarks hereunder will belong to WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. At no time during or after the term of this Agreement will you challenge or assist others to challenge our Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to the Trademarks. At our reasonable request, all depictions of our Trademarks that you intend to use will be submitted to us for approval of design, color of other details. In the event we do not approve of such depiction, you will cease using such depiction immediately upon notice. The provisions of this section will survive expiration or termination of this Agreement for any reason. INTELLECTUAL PROPERTY. Except as expressly provided herein, this Agreement does not give either Party any ownership rights or interest in the other Party s Intellectual Property. 8. TERM OF THE AGREEMENT. The term of this Agreement will begin upon your receipt of written notification from WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE of its acceptance of your Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease all use of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE's Trademarks, and remove from your site(s), all Site Links, and all other materials provided by or on behalf of us to you. You are only eligible to earn commissions during the term. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Notification via to your address in our records will be deemed to have been delivered and given for all purposes on the delivery date. Any notice required or permitted hereunder shall be sent to the following address: Affiliate Marketing Program, WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, 3760 Barron Way, Reno, Nevada, with a copy to Legal Department. TERMINATION (A) This Agreement shall remain in effect unless and until Associate notifies Company in writing at least thirty (30) days prior of Associate s intent to terminate the Agreement. (B)In addition to the provisions of Article VI(A), this Agreement shall be terminable in accordance with the following: (1) In the event that the other Party commits a material breach of its obligations under this Agreement, the non-breaching Party may provide the breaching Party with written notice (i) specifying in detail the nature and circumstances of such breach, and (ii) referencing this Article and indicating the non-breaching Party s intention to terminate if such breach is not cured or remedied. After receipt of such notice, the breaching Party shall have a period of ten (10) days to cure or remedy such breach if it relates to the payment of money, and a period of thirty (30) days to cure or remedy all other breaches. The non-breaching Party shall consult with, and provide all reasonable assistance to, the breaching Party in effecting such cure or remedy. In the event that such breach is not cured during the appropriate cure period, the non-breaching Party may terminate this Agreement in its discretion at any time upon written notice to the breaching Party, as long as such breach remains uncured. (2) Either Party may terminate this Agreement with immediate effect: (i) upon the institution by the other Party of proceedings to be adjudicated bankrupt, or the consent by the other Party to institution of bankruptcy proceedings against it or the filing by the other Party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or the consent by the other Party to the filing of any such petition or filing of a petition for the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other Party for the benefit of creditors or for substantially all of its property for the benefit or creditors; or (ii) if, within ninety (90) days after the commencement of an action against the other Party seeking any bankruptcy, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation for the benefit of creditors, such action shall not have been dismissed or all orders or proceedings there under affecting the operations or the business of the other Party stayed, or if the stay of any such order or proceeding shall thereafter be set aside; or if, within ninety (90) days after the appointment without the consent or acquiescence of the other Party of any trustee, receiver, or liquidator or similar official of the other Party for the benefit of creditors, or for substantially all of its property for the benefit of creditors, such appointment shall not have been vacated; or (iii) upon the cessation of ordinary business operations by either Party for a sixty (60) day consecutive period. 9. WARRANTY AND DISCLAIMER. You warrant that you have full power and authority to enter into this Agreement, and that the entering into and performance of this Agreement by you will not violate, conflict with, or result in a default under any other contract or agreement to which you are a party. You warrant that your site(s) will not infringe, violate or misappropriate any copyright, trade secret, trademark, or other proprietary or intellectual property right of any third party or constitute libel, defamation, invasion of privacy or the

4 violation of any right of publicity or any other right of any third party. You are solely responsible for the development, operation, maintenance and content of your site(s). WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE will not be responsible for any of the foregoing. You agree to indemnify and hold WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, and its directors, officers, Affiliate Managers, employees and agents, harmless from all liability, claims, damages and expenses (including without limitation attorneys' fees, court costs and costs of other professionals) relating to or arising from the development, operation, maintenance and contents of your site(s); and/or any breach by you of any representation, warranty or agreement made herein. THE SITE LINKS, AND ALL OTHER DOCUMENTATION AND SERVICES ARE PROVIDED BY WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE "AS IS." WE MAKE NO PROMISES, WARRANTIES, OR REPRESENTATIONS OF ANY KIND, AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT OUR PRODUCTS WILL BE AVAILABLE FOR PURCHASE FROM THE WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE SITE. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON. 10. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE LIMITS SET FORTH IN THIS SECTION WILL APPLY EVEN IF WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON. 11. CONFIDENTIALITY. During the term of this Agreement, you may have access to certain non-public information of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of yours. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. These obligations will survive for three years after expiration or termination of this Agreement for any reason. (A) Confidential Information means all secret, proprietary or confidential information, in addition to any information covered by any definition of trade secrets or any equivalent term under state, local or federal law, regarding the business or activities of either Party, including all information not generally known to, or ascertainable by, the public at large, the disclosure or knowledge of which would permit those persons to derive actual or potential economic value there from or to cause economic or financial harm to either Party. Confidential Information includes technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, technical information regarding either Party or its products, product development, product formulas, current and future development and expansion or contraction plans, information concerning the legal affairs or financial affairs of either Party and the contents and existence of this Agreement. Notwithstanding the foregoing, Company may in its sole discretion disclose to third parties for the sole purpose of entering into other strategic alliances the identity of Associate under the same terms and conditions of confidentiality as set forth above. (B) The Parties acknowledge and agree that in the course of the Strategic Alliance, each may be given access to, or come into possession of, Confidential Information of the other Party. Each Party agrees that it shall not transmit or disclose any Confidential Information to any person or entity, and shall not make use of any such Confidential Information, directly or indirectly, for itself or for others, without the prior written consent of the other, except as expressly set forth in this Agreement. (C) Upon expiration or termination of this Agreement, the receiving Party of Confidential Information shall immediately cease any and all disclosures and uses of the Confidential Information and, at the disclosing Party s request, shall promptly return all written, graphic and other tangible forms of the Confidential Information, including notes, reports or other documents created by the receiving Party containing the Confidential Information and all copies thereof made by the receiving Party. Further, the receiving Party shall delete all electronic files, including s, in its possession, custody or control containing Confidential Information. (D) In the event the receiving Party is compelled to produce Confidential Information by virtue of a court order or subpoena, the receiving Party shall notify the disclosing Party prior to disclosing the information and allow the disclosing Party a reasonable opportunity to respond to court order or subpoena and assume responsibility for contesting the information's disclosure. (E) The foregoing restrictions on the disclosure and use of Confidential Information shall not apply to the extent that the Confidential Information (i) was verifiably known to the receiving Party prior to disclosure by the disclosing Party; (ii) is or becomes public knowledge without breach of the receiving Party s obligations hereunder; or (iii) was acquired by the receiving Party from a third party who owes no duty of confidentiality of the Confidential Information to the disclosing Party. (F) The obligations respecting treatment and disclosure of Confidential Information shall expressly survive the termination of this Agreement. 12. INDEPENDENT INVESTIGATION. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE(S). YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE MARKETING PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 13.GENERAL. You and WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. You understand that you do not have authority to make or accept any offers or make any representations on behalf of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. You may not make any public statement, press release or other announcement relating to the terms or existence of this Agreement, without the prior written consent of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. You may not assign or otherwise transfer this

5 Agreement or any of your rights or duties under this Agreement, without our prior written consent. This Agreement will inure to the benefit of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE, its successors, administrators, heirs, and assigns. This Agreement is governed by the laws of the State of Nevada, without reference to its conflict of law principles and without regard to the 1980 U.N. Convention on Contracts for the International Sale of Goods. 14.SEVERABILITY. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. 15. ARBITRATION. Governing Law: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The place of arbitration shall be Reno, Nevada. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to its choice of law principles. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. 16. MAPP. EXHIBIT A MINIMUM ADVERTISING AND PRICING POLICY (MAPP) This Agreement constitutes the complete and exclusive understanding and agreement of WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE and you relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and communications (including advertisements), whether oral or written, between the parties. IN WITNESS WHEREOF, the parties have executed this instrument as of the dates set forth below: Date: Water & Wellness Solutions, Inc./Purative Affiliate Distributor and Reseller: Print Name Sign Name

6 EXHIBIT A Water & Wellness Solutions, Inc. MINIMUM ADVERTISING AND PRICING POLICY (MAPP) At Water & Wellness Solutions, Inc./DBA Purative, we make a committed effort to support your sales of our products through our brand advertising, product demonstrations, and consumer education. We believe this improves competition among all Water & Wellness products. As a condition of being a distributor or retailer of Water & Wellness Solutions, Inc./DBA Purative products it is essential that the following terms and conditions are adhered to. The failure to abide by these terms and conditions will ultimately result in your being discontinued in being a distributor or reseller for Water & Wellness Solutions, Inc./DBA Purative. A distributor is considered as the one who sells WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE products to resellers and a reseller is consider as the one that sells Water & Wellness Solutions, Inc./DBA Purative products to end users. Terms and Conditions: 1. Water & Wellness Solutions, Inc./DBA Purative will establish a Minimum Advertising and Pricing Policy for its products ( MAPP ). The MAPP may be adjusted by Water & Wellness Solutions, Inc./DBA Purative at its sole discretion upon seven (7) day notice to you by , regular mail or fax. Such adjustments shall be uniformly applied to all Water & Wellness Solutions, Inc./DBA Purative distributors and resellers in the United States and Canada. 2. The MAPP applies to all advertisements for any WATER & WELLNESS SOLUTIONS, INC. products in any and all media, including, but not limited to: flyers, posters, coupons, mailers/ s, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio and other public displays. Any proposed sale or advertising of product on websites such as Amazon or other Auction sites and/or Pay Per Click use must first be approved in writing by WATER & WELLNESS SOLUTIONS, Inc. All unapproved sale or advertising of product on these websites will result in immediate termination of distributor or reseller by WATER & WELLNESS SOLUTIONS, INC. The MAPP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer. In-store displays, point-of-sale signs, hangtags or bar codes or similar marks on products or product packaging which merely states the price are not considered advertising for purposes of this MAP Policy. 3. Distributors of WATER & WELLNESS SOLUTIONS, INC. /DBA PURATIVE products will supply a copy of THE WATER & WELLNESS SOLUTIONS, INC. /DBA PURATIVE MINIMUM ADVERTISED PRICE POLICY to any new or existing Reseller to be filled out, acknowledged and returned to Water & Wellness Solutions, Inc. /DBA Purative. By signing this policy, the Reseller agrees to abide by the Water & Wellness Solutions, Inc./DBA Purative MAP Policy. 4. The MAPP specifically includes a maximum allowed advertised discount of up to, but no more than twenty (20%) percent off single item Manufacturer Suggested Retail Price ( MSRP ), excepting there from any special promotion pre-approved in writing by WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE. WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE retains the right to modify MSRP at any time and will notify all distributors and resellers of such price modifications. All distributors and resellers must implement such modifications within thirty (30) days from the date of receipt of such notice. 5. The MAPP applies to the price at which Water & Wellness Solutions, Inc./DBA Purative products are actually sold or offered for sale to an individual consumer within the retailer s store location. Retail store location is defined as the physical or virtual place where end-users can buy WATER & WELLNESS SOLUTIONS, INC./DBA PURATIVE products. The final sales price remains totally at the distributors and resellers discretion within the agreed Minimum Advertised Price Policy to be anywhere between zero and twenty percent off. Distributors and resellers understand that a violation of this policy is immediate grounds for terminating the distributor and/or reseller relationship with Water & Wellness Solutions, Inc./DBA Purative. 6. Water & Wellness Solutions, Inc./DBA Purative may periodically discontinue products or engage in promotions with respect to certain items. In such events, Water & Wellness Solutions, Inc./DBA Purative may, at its discretion, modify or suspend the MAPP with respect to the affected products by timely notifying all distributors and resellers of such change. Such notification shall be made in writing to the distributors and resellers by fax, regular or letter. 7. Full Disclosure of All Trade Names Held By You Selling Water & Wellness Solutions, Inc./DBA Purative Products. Distributors and resellers acknowledges full disclosure of all of its corporate names and business names under its controls (DBAs Doing Business As) to Water & Wellness Solutions, Inc./DBA Purative and has disclosed a list of any such business names to Water & Wellness Solutions, Inc./DBA Purative. Distributors and resellers understand that multiple accounts under different business names, but under the control of a parent corporation or owner with Water & Wellness Solutions, Inc./DBA Purative are not permitted. All orders with Water & Wellness Solutions, Inc./DBA Purative shall occur from the parent corporation or business.

7 IN WITNESS WHEREOF, the parties have executed this instrument as of the dates set forth below: Date: Water and Wellness Solutions, Inc./DBA Purative: Affiliate Distributor and Reseller: Print Name: Sign Name: