PLEASE READ THE ENTIRE AGREEMENT.YOU MAY PRINT THIS
PAGE FOR YOUR RECORDS.THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SUPRCARE
(SUPRCARE.COM) BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT
YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in suprcare.com's Affiliate
Program. The purpose of this Agreement is to allow HTML linking between your
web site/social media accounst and the suprcare.com web site. Please note that
throughout this Agreement, "we," "us," and "our"
refer to suprcare.com, suprcare.co.uk or suprcare.us and
"you," "your," and "yours" refer to the affiliate.

2.1. To begin the enrollment process, you will
complete and submit the online application at the affiliatly.com server. The
fact that we not auto-approve applications does not imply that we may not
re-evaluate your application at a later time. We may reject your application at
our sole discretion. We may cancel your application if we determine that your
site or actions are unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.9. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are suprcare.com
 or any other affiliated business.

2.2. As a member of suprcare.com 's Affiliate
Program, you will have access to our Affiliate Partner Portal. Here
you will be able to review our Program’s details, media,
download slinks
and discount codes (that provides for links to web pages within the suprcare.com
web site) and banner creatives, browse and get tracking codes for our coupons
and deals. In order for us to accurately keep track of all guest visits from
your site to ours, you must use the HTML code that we provide for each banner,
text link, or other affiliate link we provide you with.

2.3. suprcare.com reserves the right, at any time,
to review your placement and approve the use of Your Links and require that you
change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site
will be your responsibility. We may monitor your site as we feel necessary to
make sure that it is up-to-date and to notify you of any changes that we feel
should enhance your performance.

2.5. It is entirely your responsibility to follow
all applicable intellectual property and other laws that pertain to your site.
You must have express permission to use any person's copyrighted material,
whether it be a writing, an image, or any other copyrightable work. We will not
be responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or
any third party rights.

3.1. We have the right to monitor your site at any
time to determine if you are following the terms and conditions of this
Agreement. We may notify you of any changes to your site that we feel should be
made, or to make sure that your links to our web site are appropriate and to
notify further you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve the right
to terminate your participation in the suprcare.com  Affiliate Program.

3.2. suprcare.com  reserves the right to terminate this Agreement
and your participation in the suprcare.com  Affiliate Program immediately and without
notice to you should you commit fraud in your use of the suprcare.com  Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, suprcare.com  shall not be liable to you for any commissions
for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance
of your Affiliate application, and will continue unless terminated hereunder.

Either you or we may end this Agreement AT ANY
TIME, with or without cause, by giving the other party written notice. Written
notice can be in the form of mail, email or fax. In addition, this Agreement
will terminate immediately upon any breach of this Agreement by you.

We may modify any of the terms and conditions in
this Agreement at any time at our sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to, changes
in the payment procedures and suprcare.com 's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in suprcare.com 's Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate your
agreement to the changes.

suprcare.com uses a third party to handle all of
the tracking and payment. The third party is the .com affiliate network. Kindly review the network’s payment terms and
conditions.

You will create a password so that you may enter affiliatly’s secure affiliate account interface. From their site you will be able
to receive your reports that will describe our calculation of the commissions
due to you.

8.1. You are free to promote your own web sites,
but naturally any promotion that mentions suprcare.com  could be perceived by the public or the press
as a joint effort. You should know that certain forms of advertising are always
prohibited by suprcare.com . For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our name.
Other generally prohibited forms of advertising include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups and cross-posting
to multiple newsgroups at once. In addition, you may not advertise in any way
that effectively conceals or misrepresents your identity, your domain name, or
your return email address. You may use mailings to customers to promote suprcare.com
 so long as the recipient is already a
customer or subscriber of your services or web site, and recipients have the
option to remove themselves from future mailings. Also, you may post to
newsgroups to promote suprcare.com  so
long as the news group specifically welcomes commercial messages. At all times,
you must clearly represent yourself and your web sites as independent from suprcare.com
. If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the suprcare.com
 Affiliate Program. Any pending balances
owed to you will not be paid if your account is terminated due to such
unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or
exclusively bid in their Pay-Per-Click campaigns on keywords such as suprcare.com
, suprcare, href, href, href.  href, and/or any misspellings
or similar alterations of these – be it separately or in combination with other
keywords – and do not direct the traffic from such campaigns to their own
website prior to re-directing it to ours, will be considered trademark
violators, and will be banned from Suprcare’s Affiliate Program. We will do
everything possible to contact the affiliate prior to the ban. However, we
reserve the right to expel any trademark violator from our affiliate program
without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in
prospect’s information into the lead form as long as the prospects’ information
is real and true, and these are valid leads (i.e. sincerely interested in Suprcare’s
service).

8.4. Affiliate shall not transmit any so-called
“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or
“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer
clicks on a qualifying link until such time as the consumer has fully exited Suprcare’s
site (i.e., no page from our site or any suprcare.com ’s content or branding is
visible on the end-user’s screen). As used herein a. “Parasiteware™” and
“Parasitic Marketing” shall mean an application that (a) through accidental or
direct intent causes the overwriting of affiliate and non affiliate commission
tracking cookies through any other means than a customer initiated click on a
qualifying link on a web page or email; (b) intercepts searches to redirect
traffic through an installed software, thereby causing, pop ups, commission
tracking cookies to be put in place or other commission tracking cookies to be
overwritten where a user would under normal circumstances have arrived at the
same destination through the results given by the search (search engines being,
but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies through
loading of Suprcare site in . s, hidden links and automatic pop ups that
open suprcare.com ’s site; (d) targets text on web sites, other than those web
sites 100% owned by the application owner, for the purpose of contextual marketing;
(e) removes, replaces or blocks the visibility of Affiliate banners with any
other banners, other than those that are on web sites 100% owned by the owner
of the application.

9.1. We grant to you a non-exclusive,
non-transferable, revocable right to (i) access our site through HTML links
solely in accordance with the terms of this Agreement and (ii) solely in
connection with such links, to use our logos, trade names, trademarks, and
similar identifying material (collectively, the "Licensed Materials")
that we provide to you or authorize for such purpose. You are only entitled to
use the Licensed Materials to the extent that you are a member in good standing
of suprcare.com 's Affiliate Program. You agree that all uses of the Licensed
Materials will be on behalf of suprcare.com  and the good will associated therewith will
inure to the sole benefit of suprcare.com .

9.2. Each party agrees not to use the other's
proprietary materials in any manner that is disparaging, misleading, obscene or
that otherwise portrays the party in a negative light. Each party reserves all
of its respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement, each party retains all right,
title, and interest to its respective rights and no right, title, or interest
is transferred to the other.

.COM MAKES NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES REGARDING SUPRCARE.COM
SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF SUPRCARE.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE
EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT
THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

You represent and warrant that:

11.1. This Agreement
has been duly and validly executed and delivered by you and constitutes your
legal, valid, and binding obligation, enforceable against you in accordance
with its terms;

11.2. You have the full right, power, and authority
to enter into and be bound by the terms and conditions of this Agreement and to
perform your obligations under this Agreement, without the approval or consent
of any other party;

11.3. You have sufficient right, title, and
interest in and to the rights granted to us in this Agreement.

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO
EVENT SHALL SUPRCARE.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.

You hereby agree to indemnify and hold harmless suprcare.com
, and its subsidiaries and affiliates, and their directors, officers,
employees, agents, shareholders, partners, members, and other owners, against
any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys' fees) (any or
all of the foregoing hereinafter referred to as "Losses") insofar as
such Losses (or actions in respect thereof) arise out of or are based on (i)
any claim that our use of the affiliate trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or other
proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by you
herein, or (iii) any claim related to your site, including, without limitation,
content therein not attributable to us.

All confidential information, including, but not
limited to, any business, technical, financial, and customer information,
disclosed by one party to the other during negotiation or the effective term of
this Agreement which is marked "Confidential," will remain the sole
property of the disclosing party, and each party will keep in confidence and
not use or disclose such proprietary information of the other party without
express written permission of the disclosing party.

15.1. You agree that you are an independent
contractor, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between you and suprcare.com . You will have no authority to make or accept any
offers or representations on our behalf. You will not make any statement,
whether on Your Site or any other of Your Site or otherwise, that reasonably
would contradict anything in this Section.

15.2. Neither party may assign its rights or
obligations under this Agreement to any party, except to a party who obtains
all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and
interpreted in accordance with the laws of London, UK without
regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of
this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire
agreement between us and you, and shall supersede all prior agreements and
communications of the parties, oral or written.

15.6. The headings and titles contained in this
Agreement are included for convenience only, and shall not limit or otherwise
affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to
be invalid or unenforceable, that provision shall be eliminated or limited to
the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and
effect.