International Vapor Group

This Affiliate System Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in the VaporFi Share A Sale Affiliate Program. By submitting an application to become an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it. To begin the enrollment process, you must submit a complete Affiliate Enrollment Application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever. Upon notice of acceptance of your application, this Agreement shall be effective between you and VaporFi ("VaporFi").

Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:

1.1. "Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, text links or other solicitations (including, if approved in advance by VaporFi, VaporFi Emails) through the Internet that promote the VaporFi product and contain a Link to the VaporFi Site.

1.2. "Link" means an embedded graphic, icon or text provided by the VaporFi Affiliate System or VaporFi containing a unique hypertext pointer to the URL address for the VaporFi Site embedded in an Advertisement and which identifies the number of consumers that become Subscribers via the Advertisement.

1.3. "VaporFi Email" means any material you send by electronic mail that promotes the VaporFi product. VaporFi Emails require advance approval by VaporFi per Section 4.3 and are otherwise prohibited.

1.4. "VaporFi product" means VaporFi products currently offered on the VaporFi.

1.5. "VaporFi Site" means the VaporFi Internet site that is currently located at http://www.vaporfi.com and any other additional, substitute or successor site that may be designated by VaporFi under this Agreement.

1.6. "Customer" means a person, with a mailing address within the United States, its territories, or possessions, or Canada who (i) purchases the VaporFi product using a Link and through such Link successfully purchases VaporFi product (i.e., requiring the entry of name, address, email address, and valid payment information) via the VaporFi Site and (ii) has not previously purchased the VaporFi product.

2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.

2.2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.

2.3. Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements.

2.4. No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment permanently or for a reasonable period of time as necessary to calculate properly any amount that may or may not be due to you.

2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survives or that are otherwise necessary for the enforcement of the Agreement.

3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the VaporFi Affiliate System. The VaporFi Affiliate System interface will contain certain sales reports and traffic information related to your affiliate relationship with VaporFi. These reports will contain estimates of (i) the number of Internet user click-throughs to the VaporFi Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section 3.3, below, and; (iii) the number of Customers generated from use of Advertising.

3.2. VaporFi shall provide you with all Advertising and you shall use only Advertising provided by VaporFi in promoting the VaporFi product. The Advertising available for your use will be made available in the VaporFi Affiliate System. VaporFi shall be solely responsible for creating and modifying all Advertising. If you wish you use Advertising that is not provided by VaporFi, you must first get that approved by VaporFi.

3.3. During the Term, VaporFi shall pay you a fee ("Referral Fee") for each sale from customer you deliver as of the last day of the month, as documented on the reporting system located in the VaporFi Affiliate System. VaporFi reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent Purchases or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, VaporFi shall have the right to refuse to make any payment to you with respect to any Customer that VaporFi, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth on the VaporFi Payment Schedule. The VaporFi Payment Schedule is located on the VaporFi Affiliate Site and is available through the VaporFi Affiliate System. VaporFi reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the VaporFi Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you. Such notice may be in the form of an email to you or by posting in the VaporFi Affiliate System. See Section 12.3 for information about your obligations regarding notices.

4.1. As an Affiliate, you are permitted to promote the VaporFi product only through Advertisements offered through the methods listed below. We reserve the right, in our sole and absolute discretion, to remove you from the VaporFi Affiliate Network for any or no reason whatsoever.

4.1.1. Links from your website to the VaporFi Site, and

4.1.2. Links or pop-under placements on websites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement.

4.1.3. Links and Display Advertising banners must be tagged with a "nofollow" attribute, for example: Shop VaporFi, where XXXX is your affiliate ID.

4.2. All promotional activities undertaken by you to promote the VaporFi product shall be made in accordance with all applicable laws and regulations. You may not use fake or pretend blogs or any unauthorized content in your advertising. Any disclosures (if required by law) must be conspicuously placed so the customer can read them. You shall not complete the registration to or otherwise interact with the VaporFi product on behalf of any third party. You are only permitted hereunder to link third parties to the VaporFi Site. All information obtained at the VaporFi Site from individuals linking to the VaporFi Site shall be the sole and exclusive property of VaporFi and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the VaporFi Site.

4.3. VaporFi has a zero tolerance policy for Spam. You shall not under any circumstances send any unsolicited e-mails containing links to the VaporFi website or to your affiliate landing page, or links that forward or re-direct to your VaporFi affiliate landing page. Failure to comply with the VaporFi anti-spam policy will result in the immediate closure of your affiliate account without notice.

4.4. If you desire to promote the VaporFi product (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., MSN, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, (iii) by distributing VaporFi Emails, (iv) by advertising through the use of a coupon site whose primary purpose is the publishing of coupon codes or (v) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the VaporFi product or, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever.

4.5. You shall not bid or otherwise purchase, either directly or indirectly, the search name "VaporFi" or "VaporFi Coupon Code" or "VaporFi Discount Code" or any misspelling or variant thereof from websites, search engines or other directory referral services.

4.6. You shall not, in any way, utilize pop-over Advertisements or Spyware to promote the VaporFi product. You shall replace any Advertising displayed on your site with any new Advertising provided by VaporFi within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way without prior written permission.

4.7. Your site shall not in any way copy or resemble the look and feel of the VaporFi Site, nor shall you create the impression that your site is the VaporFi Site or a part of the VaporFi Site. You shall not use VaporFi or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the VaporFi Site.

4.8. During the Term, you will not disparage VaporFi, the VaporFi Site or the VaporFi product, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold VaporFi harmless from any claims arising out of or related to your website.

4.9 You may not advertise VaporFi by way of any health claims or claims that VaporFi is a smoking cessation device. Notwithstanding anything to the contrary in this Agreement, any violation of this section shall result in immediate termination of your account without notice and forfeiture of any unpaid earnings as liquid damages for violation of this section.

If you operate sub affiliate networks, work with Agents or conduct reward programs with users, you agree to the following:

5.1. Any relationships you enter into with third parties, sub affiliates, or agents ("Agents") in connection with your promotion of the VaporFi product are at your sole discretion. VaporFi shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of VaporFi to such Agents, including commitments regarding payment of fees to the Agents by VaporFi or commitments for licenses to VaporFi's name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with VaporFi. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and VaporFi shall have full recourse against you with respect to such breach. In the event VaporFi has approved your use of VaporFi Emails, as required under this Agreement, that approval is personal to you only and may not be transferred to an Agent. An Agent may not send any VaporFi Emails without separate approval from VaporFi in each instance.

5.2. You will provide VaporFi with an up-to-date list of your Agents (site name and url) upon request.

5.3. You agree to terminate your relationship with an Agent as it pertains to the VaporFi Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by VaporFi, and if you do not terminate such Agent within five (5) business days from VaporFi's request, VaporFi reserves the right to withdraw you and all your Agents from the Affiliate Network and to refuse payment of any monies owing to you hereunder.

5.4. You agree not to use any of the information provided via the VaporFi Affiliate System tracking technology to identify unique individual customer activity conducted by VaporFi, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by the VaporFi Affiliate System.

5.5. You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize the VaporFi Affiliate System. You are responsible for conducting appropriate testing and verification of the VaporFi Affiliate System tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of the VaporFi Affiliate System tracking feature. You understand and agree that your failure to properly implement the VaporFi Affiliate System technology feature can and will result in an inability of VaporFi to pay you Referral Fees, for which VaporFi has no obligation.

We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.

7.1. VaporFi represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. VaporFi and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by VaporFi hereunder. Any modifications to the Advertising made by Affiliate without the written consent of VaporFi shall void the forgoing and Affiliate shall be liable for any damages arising therefrom.

7.2. Affiliate shall defend, indemnify and hold VaporFi, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any breach or alleged breach of this Agreement by Affiliate, including without limitation any breach of Affiliate's obligations under Section 4 above, and the confidentiality obligations outlined in Section 11 below.

7.3. Any party seeking indemnification under this Section 7 shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided, that the indemnified party will be entitled to approve any non-monetary settlement.

7.4. The indemnity obligations under this Section 7 shall survive termination of this Agreement.

Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other benefits that Affiliate may obtain through this Agreement. VaporFi does not warrant that the VaporFi Site or the VaporFi product will be uninterrupted or error-free. VaporFi will not be liable for any interruptions or errors.

In no event shall VaporFi be liable for any indirect, incidental, consequential, special, or exemplary damages (including, but not limited to, loss of profits, revenue, data, or use) arising out of or in connection with this Agreement, even if VaporFi has been advised of the possibility of such damages. VaporFi's total liability under this Agreement shall not exceed the total Referral Fees paid to Affiliate in the six (6) months preceding the event giving rise to the claim.

During the course of this Agreement, you may be exposed to confidential information relating to VaporFi's business, operations, and technology. You agree to keep all such information strictly confidential and not to disclose it to any third party or use it for any purpose other than as necessary to perform your obligations under this Agreement. This confidentiality obligation shall survive the termination of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida.

12.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

12.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:

If to VaporFi: [VaporFi Address]

If to Affiliate: [Affiliate Address]

Or to such other address as either party may designate in writing from time to time.

12.4. Assignment. You may not assign this Agreement or any of your rights or obligations hereunder without the prior written consent of VaporFi. VaporFi may assign this Agreement without your consent.

12.5. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

VAPORFI

By: _____________________________

Name: _____________________________

Title: _____________________________

AFFILIATE

By: _____________________________

Name: _____________________________