The following are the complete terms and conditions of your agreement to become a Carbolyte.com Affiliate.

1. Becoming an Affiliate:

You must begin the enrollment process by submitting a completed Affiliates Program Application Found on the New Affiliate Section of our Website. After you have scrolled through our Affiliate terms and conditions, hit the continue botton to fill the New affiliate application. Upon completion, you will be given immediate access to our affiliate section (Control Panel) and you can start building links right away.

2. Linking:

(a) Linking to Our Site:
Once your application is completed, you will receive an e-mail with your Affiliate ID number. We will make available to you all graphical images such as (banners, buttons, product pictures, etc) of our logo or a textual link that you must display somewhere on your site . The methods of linking to Carbolyte.com are subject to change by us, on notice to you. We will make available the complete format guidelines and approved graphics.

(b) Terms Relating to Links:
You agree that you will display on your Web site only those textual and graphical images that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this agreement. All Affiliate Web sites shall display such images prominently in relevant sections of their Web site. All links may be modified and/or expanded from time to time throughout the term of this agreement upon your receipt from us of revised versions.

3. Commissions:

All amounts referred to in this agreement are in U.S. dollars unless otherwise specified.

(a) How You Earn Referral Fees
You will earn a referral fee on every sale shipped and paid for in full by a customer who followed a Carbolyte.com link from your web site to ours. Referral fees are payable only where your link has been properly formatted, following our instructions and examples, such that the link includes the Affiliate assigned unique Affiliate ID number and Carbolyte.com can accurately track visitor visits and sales. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special formatted links, and instructions for setting up such links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes the link formats provided by Carbolyte.com affiliate control panel section of our site.. You will only earn referral fees with respect to activity on our site occurring directly through properly formatted links. Carbolyte.com shall have no liability for any failure to properly establish links or for any reduction of referral fees that may result therefrom. You will not receive referral fees on any purchase that a customer makes after reentering the Carbolyte.com Web site other than through a properly formatted link from your Web site, even if that customer previously linked into our Web site from yours.

(b) Your Referral Fee Schedule
The Carbolyte.com Affiliates Program pays you referral fees based on the net purchase price received by us. You will earn 10% of the cumulative net sales collected by us on all product sales.

(c) Payments Made Quarterly
On the last day of each month, we will send you a payment via PayPal or Check for your earned referral fees (less applicable taxes, if any). If your fees total less than $25.00 in any calendar month, they will be accrued until the total is at least $25.00 or until this Agreement is terminated, whichever is earlier.

You must be registered with PayPal (www.paypal.com) in order to receive direct payments. If you feel your situation is unique or are not willing to use PayPal, We will send you a check for the amount accumilated. We reserve the right in our sole discretion to accept or reject your request to receive payments by any other method.

4. Violations

If your site is found to be in violation, we will notify you to correct the violation immediately. If you fail to comply with our request to correct the violation, we will terminate your membership and you will forfeit any commissions earned up to date. Reasons for terminating a membership include, without limitation:

• Promotes sexually explicit materials.
• Promotes violence.
• Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Promotes illegal activities
• Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
• Includes "Carbolyte.com" or variations or misspellings thereof in its domain name.
• Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
• Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

5. Order Processing:

We will process orders placed by customers who follow the special links from your site to the Carbolyte.com Website. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and. You will have access to reports summarizing sales activity by simply loging in via out affiliate login Section of the website. The form, content of the reports are updated in real time, so you will always have access to the latest .

6. Customers

(a) Handling Customer Orders
All orders placed by customers who link from your site to Carbolyte.com will be processed by us. We will prepare each order; process payments, cancellations, and returns; handle shipping; and service customers. As mentioned previously, you will have access in real time to our online reporting system so that you may view your sites click-through and sales activity. To ensure that every purchase from your site is accounted for, your links into Carbolyte.com must be up to date and formatted to our specifications.

(b) Customers Subject to Our Policies
Any customers who purchase through your Web site will be subject to Carbolyte.com customer service policies and operating procedures. We reserve the right to alter these at our discretion, including without limitation, the pricing or availability of all Products.

As our prices may vary from time to time, you may not include pricing information in your listings, reviews or descriptions. While we will use every reasonable effort to ensure accurate information, we cannot guarantee the accuracy of information (including price), or availability, relating to any specific title.

7. Identifying Yourself as an Affiliate

We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Carbolyte.com" somewhere on your site. We may modify the graphic image from time to time. In addition, we encourage (but do not require) you to include a link to the Carbolyte.com homepage at http://Carbolyte.com. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.

8. Limited License

We grant you a nonexclusive, revocable right to use the materials described in Section 2 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

9. Affiliate Responsibilities

You will be solely responsible for the development, operation and maintenance of your web site and for all materials that appear on your web site. We disclaim all liability for such materials. You shall indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your web site. You are also responsible for notifying us of any malfunctioning of the Links supplied by us or other problems with your participation in the Affiliate Program in accordance with the terms of this Agreement. Carbolyte.com will respond in normal course to all concerns upon notification.

Specific Agreements by You

You agree that you...

• shall not make any statements, representations or warranties about Carbolyte.com, Carbolyte.com Web Site or the relationship between Carbolyte and you;
• shall ensure that materials posted on your web site are not libelous or in violation of any third party copyrights, trade marks, privacy rights or other personal or proprietary rights;
• shall protect all Carbolyte.com Confidential Information disclosed to you. Confidential Information includes, without limitation, system designs, program materials (including source code and any documentation which has not been publicly distributed or disclosed), operating processes, equipment design, product specifications, and any other proprietary technology, and confidential business information consists of all other competitively sensitive information kept in confidence by a party and includes, without limitation, contract terms, selling and pricing information and procedures;
• shall not use or display Carbolyte.com (except as may be expressly permitted by this Agreement) trade marks or otherwise infringe Carbolyte.com intellectual property rights; shall remove all Links pertaining to contests, sweepstakes, promotions and all other time-limited advertising and Offers upon their expiry, or as otherwise advised in writing by Carbolyte.com. You agree to forfeit all referral fees with respect to sales of Qualifying Products that emanate from expired Links;
• shall not disassemble, reverse engineer or otherwise attempt to discover the source code to Carbolyte.com software or any software used by Carbolyte.com in the operation of the Carbolyte.com Web Site;
• and shall access the Carbolyte.com Affiliate section through Carbolyte.com to view reports on your activity in the Affiliate Program and to generate Tags to be used on your Web site. "Tags" means HTML display code that causes a browser to generate a request to the Carbolyte.com server to display a Link on your web site.

We reserve the right to, and may, at any and all times, monitor your web site to determine if you are in compliance with this Agreement.

10. Name and Trademark Licenses

(a) Licenses
This agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our Web site through the links established, strictly in accordance with the terms of this agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorize you to use (collectively, the Licensed Marks), for the sole purpose of selling authorized Products from your Web site for Carbolyte.com, and strictly in accordance with the terms of this agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify or change the Licensed Marks, in our sole discretion, upon notice to you.

(b) Restrictions on Use
You shall not anywhere make any specific use of any Licensed Marks, without first submitting a sample of such to us and obtaining the prior written consent of Carbolyte.com, which may be unreasonably withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of Carbolyte.com. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.

(c) License by Affiliate
This agreement also includes your grant to us of a non-exclusive license to use your names, slogans, and logos, as the same may be amended from time to time (the "Trademarks"), to advertise and promote, in any manner, your membership in the Affiliates Program; provided, however, that we shall not be required to advertise and/or promote you or the Trademarks. Your license to us shall terminate upon the effective date of the expiration or termination of this agreement. We will contact you prior to using any personal information to obtain your consent for such use.

11. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program 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 (by email or snail mail) of termination. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

12. Modification

We reserve the right to modify any of the terms and conditions contained in this agreement, at any time, in our sole discretion. You will be notified by email and a notice will be posted on Website. Modifications may include, but are not limited to, Products, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliates Program rules. If you find any modification unacceptable, your only recourse is to terminate this agreement, and cease to participate in the Affiliates Program. Your continued participation in the Affiliates Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change.

13. Relationship of Parties

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates behalf, including with respect to our or our affiliates Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site, other than for the purpose of referring users to our site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.

14. Limitation of Liability

We will not for any reason whatsoever be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the Affiliates Program, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total commission fees paid or payable to you under this agreement.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliates Program or any Products sold through the Affiliates Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of performance, dealing, or trade usage). In addition, we make no representation that the Web site will operate, or that operation of our Web site will be uninterrupted or error free, and we will not be liable for the consequences of any of the foregoing.

16. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Notices

Notices permitted or required to be given under this agreement may be sent from Carbolyte.com to Applicants and Affiliates by electronic mail, at the e-mail address provided on the Affiliates Program Application or such revised address provided by the Affiliate to Carbolyte.com and recorded in Carbolyte.com records. Carbolyte.com shall have no liability with respect to any failure by you, or us, or any other party in regards to receipt of e-mail notices, including to the extent that such failure may result in any reduction of referral fees which would otherwise be paid to you pursuant to this Agreement.

18. More "Fine Print"

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site or the links or Tagged Links will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only. 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 OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application or if posted on our website. Notice to us may be given in writing to Wahms United, P.O. Box 733, West Lorne, Ontario, N0L 2P0, Canada, Attention Carbolyte.com - Affiliate Program; or by e-mail at affiliates@Carbolyte.com. This Agreement will be governed by the laws of the province of Ontario without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in London, Ontario and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.