SALES AFFILIATE/ INDEPENDENT CONTRACTOR AGREEMENT
This Agreement contains the complete terms and conditions which you (the "Affiliate") agree to be bound by as a participant in VAPOR 4 LIFE, INC. ("Company" or “V4L”) affiliate program (the "Program") and which shall apply once your application to participate in the Program has been accepted by the Company.
DEFINITIONS.
As used herein, the following terms shall have the meanings set forth below:
A. "Products" shall mean the following of Company's products to be sold by Affiliate:
B. "Territory" shall mean the following described geographic area:
C. "Advertising" or "Advertisements" means all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet that promote Company Products or Services and that contain a Link to the Company Site.
D.   “Affiliate” means any person or entity that has submitted an Affiliate application and has been accepted for participation in the Company Affiliate Program in accordance with the terms of this Agreement.
E.   "Company Products and Services" means those proprietary products and services currently offered by the Company or on the Company Site, and any proprietary products or services as may be offered at a future date by the Company or on the Company Site during the Term of this Agreement.  “Company Products and Services” do not include products and services offered by third parties on or through the Company Site.
F.   “Company Site” means the Company Internet site currently located at www.  .com and any company owned domain/url, or any page, section, subsection or subdirectory thereof, and any other additional, substitute or successor site that may be designated by Company under this Agreement.
G.   "Customer" means any person or entity who (i) successfully purchases a Company Product or Service from the Company Site (ii) using a Link and (iii) through such Link provides a valid email address and valid credit card information to facilitate such purchase via the Company Site, and (iv) provided that the person or entity has not previously purchased a product or service through the Company Site.
H. “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, source codes, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
I.   "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Company Site that is embedded in an Advertisement and that identifies consumers that become Customers via the Advertisement.

I. ENROLLMENT IN THE PROGRAM.
To begin the enrollment process, you will submit a complete Affiliate application via our site.
We reserve the right to reject your application or terminate this agreement any time upon written notification to you. Eligibility requirements for participation in the Affiliate Program are determined in our sole discretion.  We do not allow minors to participate in the Program.

II. ACCURATE INFORMATION.
Affiliate represents all information provided to us, including but not limited to, the Affiliate application, and all other information about Affiliate’s business provided in connection with the Program will be accurate, complete, and current, to the best of Affiliate’s knowledge.

III. INDEPENDENT CONTRACTOR.
Affiliate is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, a joint venture, co-owners, or otherwise, or (iii) allow Affiliate to create or assume any obligation on behalf of Company for any purpose whatsoever.  Affiliate is not an employee of Company and is not entitled to any employee benefits.  Affiliate shall be responsible for paying all income taxes and other taxes charged to Affiliate on amounts earned hereunder.  All financial and other obligations associated with Affiliate's business are the sole responsibility of Affiliate.

IV. APPOINTMENT AND OBLIGATIONS.
Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right.  Company shall have the right to enforce such provision or any other provision of this Agreement at a later date. Affiliate agrees to observe the rules and guidelines of the Program as provided to Affiliate from time to time, and is bound by the obligations set forth in the Terms and Conditions (“T&C”) posted on the V4L website.

V. COMMISSIONS AND NON-QUALIFIED ORDERS.
Affiliate's sole compensation will be set out under the terms of a separate Insertion Order (“IO”). If and only if a separate IO is entered into then the payment terms are as set out on the V4L website with respect to Affiliate payment terms.  Commissions shall be computed on the net amount billed by Company to the customer, and no commission shall be paid with respect to charges for handling, freight, sales taxes, C.O.D. charges, insurance, import duties, trade discounts, repairs, services, and the like; or (iii) sales to following specified accounts: House Accounts. The commission on a given order shall be due and payable on 15th of the month after Company receives payment from the customer. Orders refunded at the request of the purchaser, or orders charged-back due to credit card fraud do not qualify for commission.

VI. CONFIDENTIALITY
In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and such party's contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.  If law requires disclosure, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party's request and expense) so the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.  Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.

VII. EXPENSE OF DOING BUSINESS AND PROMOTION OF PRODUCTS.
Affiliate shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement. Affiliate shall abide by terms set out on the V4L website regarding product promotion

VIII. ORDER PROCESSING AND ACCEPTANCE.
Company shall establish the procedures of selling Products and Services including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, Company shall have the right to cancel, suspend or delay any order for Product, including the right to discontinue selling the Product at any time. All orders obtained by Affiliate shall be subject to acceptance by Company and all quotations by Affiliates shall contain a statement to that effect.  Affiliate shall have no authority to make any acceptance or delivery commitments to customers.  Company specifically reserves the right to reject any order or any part thereof for any reason.

IX. PROMOTION CODES, COUPONS, AND SELF-REFERRALS. 
Affiliate shall not without Company's prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized for our Affiliate Program and explicitly authorized for your use.  No Affiliate shall refer or make a sale to themselves for the purposes of receiving commissions. All referrals shall be tracked using our own tracking procedures and notification of a referral of or from a 3rd party will not constitute a referral unless that 3rd party signs up or purchases through the given Affiliate link(s). Affiliates sharing common identifying details (including, but not limited to, physical address, IP Address, payment details, website details, etc.) may be deemed self-referrals.  Self-referrals may result in Affiliates commissions being suspended pending a review, and potential account termination, with the sole discretion belonging to Company.

X. INDEMNIFICATION.
Affiliate shall indemnify and hold Company free and harmless from all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Affiliate, its employees or its agents.

XI. CREDIT APPROVAL.
Company shall have the sole right of credit approval or credit refusal for customers in all cases.

XII     ADVERTSING CAMPAIGNS, ADVERTISING NETWORK CAMPAIGNS, LINKING.
A.          ADVERTISING CAMPAIGNS
No Links shall be associated with or positioned on chat rooms or bulletin boards, unless and until, agreed by Vapor4Life in writing. Any pop-ups or unders used for the Affiliate Program shall be clearly identified by Affiliate, and shown in the title bar of the window.  Any client-side ad, especially server software, used by Affiliate shall only be installed on the end-users computer, if the purpose of the software is clearly identified, disclosed, and accepted and agreed by the end-user, prior to any installation. Installation shall only be pursuant to an affirmatively accepted plain English end-user license agreement. The software shall be easy to remove according to generally accepted software methods
B.AFFILIATE NETWORK CAMPAIGNS.
All Affiliates maintaining their own Affiliate networks shall agree to place the Links on its Affiliate network (the "Network") for access and use by those Affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees shall expressly forbid any Third Party Affiliate to modify these Links in any way. Affiliate agrees to maintain its Affiliate Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate with a web site or business model containing objectionable content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate shall require and confirm all Third Party Affiliates shall accept, through verifiable means, this Agreement prior to obtaining access to any of the Links in the program. Affiliate shall promptly terminate any Third Party Affiliate who takes, fails to take, any action violating the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Vapor4Life the identity and contact information of such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers in the Vapor4Life Network. Affiliate shall be liable for all acts or omissions of any of their Third Party Affiliate acts or omissions.
C.          LINKING
As an Affiliate, the Company will make available to the Affiliate a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, the Affiliate may display as often and in as many areas on the Affiliate site as the Affiliate desires. The Links will serve to identify the Affiliate site as a member of the Affiliate Program and will establish a link from the Affiliate site to the Company’s site. In utilizing the Links, the Affiliate agrees the Affiliate will cooperate fully with the Company in order to establish and maintain such Links.  The Affiliate also agrees the Affiliate will display on the Affiliate site only those graphic or textual images (indicating a Link) provided by the Company, and the Affiliate will substitute such images with any new images provided by the Company from time to time throughout the term of this Agreement.  All Affiliate sites shall display such graphic and textual images prominently in relevant sections of their site.  All Links may be modified and expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto.  Each Link connecting users of the Affiliate site to the Company’s site will in no way alter the look, feel, or functionality of the Company’s site.
The Company will refuse all applications or signups from Affiliates, which the Company believes, participate in spyware, adware or parasite ware techniques for driving traffic.  The Company reserves the right to research and investigate Affiliate and their activities and, at Company’s own discretion, determine whether these practices are in place.  Affiliates found in violation of this policy will be immediately terminated.

XIII. OWNERSHIP OF INTELLECTUAL PROPERTY
Affiliate agrees this limited license to display Company’s Intellectual Property inures to the benefit of Company.  All good will or reputation generated by display of Company’s Intellectual Property shall automatically vest in and shall remain the property of Company.  Affiliate agrees not to contest, in any court or other jurisdiction, the validity of any of the Company’s Intellectual Property.

A. TRADEMARKS AND TRADENAMES.
During the term of this Agreement, Affiliate shall have the right to indicate it is an authorized Affiliate of Company’s Products and to advertise (within the Territory) such Products under the trademarks, marks, and trade names that Company may adopt from time to time ("Company’s Trademarks").  Nothing herein shall grant Affiliate any right, title, or interest in Company’s Trademarks.  At no time during or after the term of this Agreement shall Affiliate challenge or assist others to challenge Company’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company.  Company indemnifies Affiliate for all use of Company's Trademarks.

B.       APPROVAL OF REPRESENTATIONS.
All presentations of Company’s’ Trademarks that Affiliate intends to use shall first be submitted to Company for approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by Company.

C.         RETURN OF MATERIALS
All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company.  Within ten (10) days after the termination of this Agreement, Affiliate shall return all such items to company at Affiliate's expense.  Affiliate shall not make or retain any copies of any confidential items or information that may have been entrusted to it.  Effective upon the termination of this Agreement, Affiliate shall cease to use all trademarks, marks and trade name of Company.

XIV.            USE OF KEYWORDS IN SEARCH ENGINE OPTIMIZATION AND ONLINE ADVERTISING.
You are authorized to use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized to purchase or register any keywords, search terms or other identifiers that include any Company words in our trade name, domain name, or any of our trademarks or logos, or any variation thereof ("Proprietary Terms") for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service.  From time to time, we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such web search engine offers such exclusion capabilities.  If we determine, in our sole discretion, you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as provided above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

XV. SUITABILITY OF AFFILIATE WEBSITE(S). 
(a)   Affiliate websites are not suitable and may not participate in the Affiliate Program if the websites operated by Affiliate violate any of the following website suitability restrictions as set out on the V4L website, and as noted below.  Affiliate’s participating websites may not:
(i) infringe on our or any other person or entity's intellectual property, publicity, privacy or other rights,
(ii) fail to state a clear online privacy policy to visitors,
(iii) require a username or password to access Affiliates website(s), without our prior written consent (including via email),
(iv) violate any law, rule or regulation,
(v) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials,
(vi) contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information,
(vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
(viii) promote violence or any illegal or immoral activity,
(ix) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age,
(x) use or promote the use of bulk email or spam,
(xi) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website,
(xii) use any software that gathers information through the customer's Internet connection without his or her knowledge,
(xiii) install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize any "opt-out downloads".  An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
(xiv) use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on our website or a competitors website(s) or on any other website other than on Affiliate’s website(s).
(b)  Affiliate may not (i) engineer Affiliates websites in a manner designed to direct or pull Internet traffic away from our website, (ii) attempt to modify or alter our website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to Affiliate’s website is visiting our website, e.g., "framing" the our website, without our prior written approval; or (iv) "scrape" or "spider" our website or any other website using our Content (as defined below).
(c)  Affiliate may not purchase products during sessions initiated through Qualified Links on our websites for resale, or commercial use of any kind.  Such purchases may result, in our sole discretion, in the withholding of the Revenue Share or the termination of this Agreement.
(c)  We have the right in our sole and absolute discretion to monitor your websites at any time and from time to time to determine if Affiliate complies with the terms of this Agreement, and Affiliate agrees to provide us with unrestricted access to Affiliates website(s) for such purpose.

XVI. RULES REGARDING ENDORSEMENTS AND TESTIMONIALS.
The Affiliate shall follow the V4L terms on Endorsements and Testimonials as set out in the V4L website.


XVII. RULES REGARDING TRUTHFUL AND NON-DECEPTIVE ADVERTISING.
The Affiliate shall follow the V4L terms on ADVERTISING as set out in the V4L website.

XVIII. E-MAIL CAMPAIGNS AND NO-SPAM POLICY.
A.EMAIL CAMPAIGNS.
For all email campaigns, Affiliate agrees it shall not mail or market to any email addresses on the suppression file list generated through the Vapor4Life network, Affiliate must download the "Suppression List" from the Offers section of Vapor4Life. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Vapor4Life will provide an opt-out method in all Links.  Any opt-out requests received directly by Affiliate shall immediately be forward to Vapor4Life at hasoffers@vapor4life.com. Affiliate emails containing Links shall not include any content other than the Links, except as required by applicable law. Affiliate agrees failure to download the Suppression List and remove all email addresses from Affiliate database with respect to VAPOR4LIFE before mailing can result in Commission withholding, removal or suspension from all or part of the VAPOR4LIFE Affiliate Program and any other rights or remedies available to Vapor4Life pursuant to this Agreement

B.NO-SPAM POLICY.
You may engage in general email promotions; provided, however, as a condition of your participation in our Affiliate Program, you agree to comply strictly with all applicable laws (federal, state, and otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

XIX. LIMITATION OF LIABILITY.
Company is not 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 Company has been advised of the possibility of such damages.  Company’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to Affiliate under this Agreement or one hundred dollars ($100.00), whichever is greater.

XX. AMENDMENTS AND WAIVERS.
The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right.  Company shall have the right to enforce such provision or any other provision of this Agreement at a later date. V4L reserves the right to modify this Agreement at any time.  Any such modification shall be immediately effective upon the posting of the modified Agreement upon the V4L Web Site, or any successor Web site.  Affiliates continued display of Offers pursuant to this Agreement after the posting of such modifications shall constitute acceptance and ratification of all such modifications.

XXI. DISCLAIMERS
We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program.  In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

XXII. FORCE MAJEURE.
Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

XXIII. TERMINATION FOR INSOLVENCY.
This Agreement shall terminate, without notice, (i) upon the institution by or against Affiliate of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Affiliate's debts, (ii) upon Affiliate's making an assignment for the benefit of creditors, or (iii) upon initiation of dissolution proceedings of the Affiliate.

XXIV. ARBITRATION.
Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect.  There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules.  The arbitration shall take place in Chicago, Illinois.  The arbitrator shall apply the laws of the State of Illinois to all issues in dispute.  The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement.  Legal fees shall be awarded to the prevailing party in the arbitration.

XXV. ENTIRE AGREEMENT.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.

XXVI. NOTICES.
Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service:

If to Company

VAPOR4LIFE, INC.
3000 Dundee Road
Suite 106
Northbrook, IL

With a copy to:

Leon I. Edelson
Edelson IP Law Group, Ltd.
2275 Half Day Road
Suite 122
Bannockburn, IL 60015

If to Sales Affiliate:
[Affiliate]  ___________________________________________
[Affiliate's Address]  __________________________________
__________________________________

XXVIII. NON-ASSIGNABILITY AND BINDING EFFECT.
A mutually agreed consideration for Company's entering into this Agreement is the reputation, business standing, and goodwill already honored and enjoyed by Affiliate under its present ownership, and, accordingly, Affiliate agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

XXIX SEVERABILITY.
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

XXX. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.