1. BASIC AGREEMENT
Upon acceptance by Affiliate of the terms and conditions contained herein and continued compliance herewith, the Affiliate shall be allowed to participate in the ZeoBIT Affiliate Program (the "Program") wherein ZeoBIT shall enable the Affiliate to use certain intellectual property of ZeoBIT at the Affiliate's Websites for marketing and promotional purposes and as consideration for any traffic directed by the Affiliate to ZeoBIT through the Affiliate's marketing and promotional efforts and that converts into revenue to ZeoBIT, ZeoBIT shall pay the Affiliate compensation, as set forth in section 3 below.
2. RIGHTS OF THE AFFILIATE
ZeoBIT grants the Affiliate each of the following: 
2.1 The non-exclusive right to refer, direct or send visitors or users of the Affiliate's Website(s) to websites owned, controlled and/or operated by ZeoBIT ("ZeoBIT Websites").
2.2 A limited non-exclusive, non-transferable and revocable license to access and download promotional banners and other promotional materials created and owned by ZeoBIT for use at the Affiliate Web sites for exclusive purpose of advertising, marketing or promoting ZeoBIT Web sites. The Affiliate may post as many of these banners and other materials on its site(s) as desired. 
2.3 ZeoBIT owns and retains all rights, title and interest in and to its intellectual property, copyright, trademarks, patents, and in the files, promotional banners and other material provided by ZeoBIT, including all images and software therein. Upon termination of the Affiliate's participation in the Program and/or termination of this Agreement, the grant of right and license set forth in subsection 2.2 above shall cease and terminate, and the Affiliate shall immediately remove all ZeoBIT files, banners, ads, and any and all other ZeoBIT intellectual property, copyrighted material, trademarks, and patents, if any, from the Affiliate's Websites. 
2.4 The Affiliate is not authorized and shall not change ZeoBIT's names, file names, trademarks, design logos, banners, ads or other material for any purpose other than as expressly set forth herein or in any modification to this Agreement by ZeoBIT. 
2.5 The Affiliate specifically acknowledges and agrees that it shall not modify, edit, resize, edit, or otherwise change any of ZeoBIT's names, file names, trademarks, design logos, banners, ads or other material for any purpose whatsoever. The Affiliate further acknowledges and agrees that any such change or changes will be a material breach of this Agreement and shall constitute an infringement of ZeoBIT's copyrighted and/or trademarked intellectual property. 
2.6 The Affiliate agrees and covenants to notify ZeoBIT of all Uniform Resource Locator (URL) a.k.a. "Web site" locations where it has published ZeoBIT's names, file names, trademarks, design logos, banners, ads or other material pursuant to this Agreement, specifically identifying the names, file names, trademarks, design logos, banners, ads or other material posted at each URL. The Affiliate further acknowledges and agrees that failure to notify ZeoBIT of these locations constitutes a material breach of this Agreement and each such posting of which Affiliate fails to notify ZeoBIT shall constitute an infringement of ZeoBIT's copyrighted and/or trademarked intellectual property. 
3. PAYMENT OF COMPENSATION
ZeoBIT will pay the Affiliate for sales generated by Referrals sent to ZeoBIT Target Page(s) from a banner or a link posted at the web page(s) of the Affiliate's site(s). ZeoBIT, in its sole discretion, will determine which orders entitle the Affiliate to an Affiliate Payment.
3.1 All payments are made in U.S. dollars. Payments are processed on the 1st and 16th of each month. Payment will only be sent if the amount due to the Affiliate is at least US $100. Payment will be carried over from week to week until the amount due to the Affiliate is at least US $100. A "Pay Period" is defined as a two-week period commencing on the 1st and 16th day of each given month at 12:00 AM Pacific Standard Time and ending two weeks later on the 15th /last day of the month at 11:59 PM Pacific Standard Time. If the Affiliate is a foreign, non-United States resident participant, the Affiliate may request ZeoBIT to withhold payment until the amount due is US $300 or greater, so as to incur lower banking fees. 
3.2 The Affiliate agrees, by accepting and negotiating payment received from ZeoBIT, that the payment received is payment in full for any and all advertising space and traffic for the Pay Period to which the payment applies. 
3.3 A "referral" from the Affiliate Web site is defined as follows: 
(i) A person who has been directed to an authorized website owned, controlled or operated by ZeoBIT ("ZeoBIT Website") through the use of a hypertext transfer link residing at the Affiliate's Web site and/or Affiliate’s In-Product-Messaging in the form of a banner ad or other promotional link which automatically connects any person that clicks on the banner ad or other promotional link to a ZeoBIT Website, and which banner ad or other promotional link has been supplied to the Affiliate as part of the Program; or
(ii) a person directed to a ZeoBIT Website in any other technical way as mutually agreed between the parties. 
3.4 "Webmaster Referral" Program: ZeoBIT will also compensate the Affiliate for sales generated by other affiliates referred to ZeoBIT by the Affiliate. When a new webmaster affiliate signs up for the Program through the approved Webmaster Referral link provided to the Affiliate by ZeoBIT, the Affiliate will receive a commission on each sale generated by that referred webmaster affiliate. For details on the current commission rates for the ZeoBIT Webmaster Referral program, contact ZeoBIT representatives. 
(i) Affiliates are prohibited from "referring" their own accounts/sales, as such "self-referrals" will result in termination of all Program accounts operated by the Affiliate. 
4. RESTRICTIONS ON PAYMENT OF COMPENSATION
4.1 Affiliate is not entitled to a commission for any ZeoBIT subscriber sent or referred to a ZeoBIT Website in violation of terms of this Agreement, or for any ZeoBIT subscriber that does not fall within the terms of paragraphs 3.3 (i) & (ii). 
4.2 The Affiliate is not entitled to a commission from ZeoBIT for any subscription which ZeoBIT determines is the result of potential fraudulent activity. ZeoBIT shall have the right, in its sole and absolute discretion, to expand or modify what it determines to constitute potential fraudulent activity. Without limiting the foregoing, potential fraudulent activity includes without limitation, the following circumstances or activities: 
(i) The subscriber used or attempted to use a credit card number that is in a "negative database"; 
(ii) There are multiple subscriptions from a single Internet Protocol (IP) address within a one (1) month period of time; 
(iii) There are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers; 
(iv) There is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been history of few subscriptions from that website before or after the bursting period. 
(v) There are sequential or multiple attempts to register or subscribe from a credit card using the same "bin number" and sequential or multiple number strings are used to complete the credit card number. 
(vi) There are subscriptions from an IP address that matches the IP address the Affiliate used when establishing an account in the Program, or an IP address that is otherwise known to be used by the Affiliate.
4.3 ZeoBIT has the right to deny or withhold payment from the Affiliate, and to terminate the Affiliate from the Program, if there is an abnormal number of chargebacks or cancellations of software orders or subscriptions which have been referred to ZeoBIT through the Affiliate's Websites. ZeoBIT shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks or cancellations of software orders or subscriptions. 
5. TERM AND TERMINATION
5.1 This Agreement is not for any specific term or duration of time. The Affiliate may terminate this Agreement at any time, for any reason or for no reason; and, this Agreement and/or the Program may be terminated by ZeoBIT, in its sole and absolute discretion, at any time, for any reason or for no reason. 
5.2 The Affiliate shall terminate participation in the program by notifying ZeoBIT by E-mail at affiliates@zeobit.com of the Affiliate's intent to terminate participation in the Program. 
5.3 In the event this Agreement is terminated, the Affiliate shall be entitled to any unpaid commissions or referral fees earned prior to the date and hour of termination. The Affiliate shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination. 
5.4 If this Agreement is terminated due to the Affiliate's breach of any portion of this Agreement, ZeoBIT reserves the right to withhold any amounts then due and owing. 
6. AFFILIATE'S RESPONSIBILITIES AND DUTIES
6.1 The Affiliate shall only use and promote at the Affiliate Websites ZeoBIT approved advertising banners, links, and other promotional materials. 
6.2 The Affiliates should adhere to the instructions from the Federal Trade Commission (FTC) regarding the testimonials and reviews. An individual policy for all reviews and testimonials on products and services provided by ZeoBIT LLC, as well as social networks, forums, blogs etc. must be present at the affiliate websites. According to FTC, “a connection between the endorser and the seller of the advertised product”, if there any, must be “fully disclosed” [full text here]. If an affiliate does not adhere to these rules, we have the right to cease any relationship with them.
6.3 The Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of "spamming" as a means of promoting the Affiliate Websites or for the purpose of directing or referring users to any websites owned, operated or controlled by ZeoBIT. 
The Affiliate further acknowledges and agrees that ZeoBIT has the right to immediately, and without notice, terminate the Affiliate’s participation in the Program if ZeoBIT, in its sole and absolute discretion, conclude that the Affiliate has engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting, adware, spyware, malware marketing or any other form of "spamming". NOTE: ZeoBIT HAS ZERO TOLERANCE FOR SPAMMING. IF THE AFFILIATE SPAMS, PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, THE AFFILIATE WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO THE AFFILIATE WILL BE FORFEITED TO ZeoBIT. AFFILIATES WISHING TO SEND TRAFFIC TO ZeoBIT SITES VIA ELECTRONIC MAIL PROMOTIONS MUST DO SO IN COMPLIANCE WITH THE CAN-SPAM ACT, THE FTC's FINAL RULE REGARDING SEXUALLY EXPLICIT COMMERCIAL EMAIL AND THE TERMS LISTED BELOW: 
The initially viewable area of the email must include the following: 
a. clear and conspicuous notice that the email message is for an advertisement or solicitation
b. clear and conspicuous opt-out instructions and link
c. functioning return email address or other Internet-based mechanism to opt out;
d. clear and conspicuous valid physical postal address of the email sender.
"Clear and conspicuous" means that the recipient must be able to actually read the text without altering it. One cannot, for example, place the physical address (or other required information) in a color that cannot be distinguished from the background, or in a font size that is too small to read. 
If you have any questions concerning the zeoprofit.zeobit.com mailing terms, please contact affiliates@zeobit.com 
6.4 Except as expressly authorized by ZeoBIT in writing, the Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by ZeoBIT pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the World. 
6.5 The Affiliate shall ONLY use Promotional Pictures and Images provided by ZeoBIT to promote sites that are included in the Program. For purposes of this Agreement Promotional Software, Pictures and Images means any of the executable files, images and/or videos provided in zip file format on zeoprofit.zeobit.com. 
6.6 All content displayed at any website containing ZeoBIT banners or links, and all content displayed at any website to which the Affiliate provides third-party links, must comply with all local laws and community standards. Accordingly, the Affiliate shall not include, or link to, any of the following within a website that contains ZeoBIT banners or links, or directly or indirectly link any of the following content or material to any ZeoBIT website through any hyperlinks maintained or created at the Affiliate's Websites:
(i) Any material deemed by ZeoBIT to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; 
(ii) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights including without limitation, copyrights, trademarks, rights of publicity, patent rights, personal property rights, privacy rights or any other intellectual property rights; or 
(iii) Any program, file, data stream or other material that contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether the damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
6.7 The Affiliate cannot use the names and keywords of ZeoBIT’s competitors in their bids. The Affiliate should not place advertisements of ZeoBIT LLC products at the web pages that contain the products of competitors.
7. REPRESENTATIONS AND WARRANTIES
The Affiliate hereby represents and warrants each of the following: 
7.1 That if the Affiliate is an individual person, he/she is over the age of eighteen (18) years; 
7.2 That if the Affiliate is an entity (i.e., corporation, limited liability company, etc.), all individuals employed or associated with Affiliate in any way are over the age of eighteen (18) years; and
7.3 That the individual who provides information pursuant to the Program and accepts this Agreement has full, lawful power and authority to enter into and to carry out the terms of this Agreement. 
8. UNITED STATES TAXATION
8.1 All United States residents and corporations, and foreign participants that are residents of the United States, are required to provide a completed and signed United States Department of Treasury Internal Revenue Service Form W-9 setting forth information including a United States Federal Employer Identification Number, or Social Security Number. 
9. RIGHTS OF ZEOBIT
9.1 ZeoBIT shall have the right, in its sole and absolute discretion, to terminate the Program and any and all Program Benefits relating to the Affiliate's participation in the Program at any time and may do so with or without cause. 
9.2 ZeoBIT shall have the right, in its sole and absolute discretion, to change or modify the Program without limitation. If at any time ZeoBIT changes or modifies the Program, the Affiliate shall have the right to withdraw and terminate participation in the Program. 
10. NO PARTNERSHIP, JOINT OR COLLABORATIVE VENTURE
10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between the Affiliate and ZeoBIT, its subsidiaries, affiliated entities, successors or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between the Affiliate and ZeoBIT, its subsidiaries, affiliated entities, successors or assigns. 
10.2 ZeoBIT has no control over nor ownership interest in the Affiliate or the Affiliate's Websites, and the Affiliate has no financial or other interest in ZeoBIT, its subsidiaries, affiliated entities or any property owned by such entities, except as expressly set forth herein. 
11. NO CONTENT CONTROL, MONITORING OR SUPERVISION
11.1 ZeoBIT does not monitor, supervise or review content contained at the Affiliate's Web sites. ZeoBIT is not responsible for any content appearing or otherwise distributed on, at or in association with the Affiliate's Websites that is provided by the Affiliate or independent third parties. 
11.2 ZeoBIT has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by the Affiliate on, at or in association with the Affiliate's Website except as specifically set forth in this Agreement. 
12. NO WARRANTY OR GUARANTY
ZeoBIT makes no guaranty of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to the Affiliate "as is", and use of the Program and associated materials is solely at the Affiliate's risk. ZeoBIT disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to the Affiliate as part of this Program. 
13. NO GUARANTY OF SUCCESS OR PROFITABILITY
ZeoBIT cannot guarantee or promise the Affiliate any level of success or profitability due to the Affiliate's participation in the Program. The Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost and expense of the Affiliate doing business shall be borne solely by the Affiliate. 
14. FORCE MAJEURE
Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, network failure, governmental action, or any other cause outside the control of the parties and which cannot be avoided by the exercise of due care. 
15. LIMITATION OF LIABILITY
ZeoBIT, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to the Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any ZeoBIT website, or arising from or in connection with this Agreement or the use of the zeoprofit.zeobit.com Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of ZeoBIT's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML. 
16. INDEMNIFICATION
The Affiliate shall indemnify and hold ZeoBIT, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this Agreement by the Affiliate, including any use of Program materials other than as expressly authorized in this Agreement. The Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and the Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys' fees of the Indemnified Parties. The Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of the Affiliate's use of the information accessed from a ZeoBIT Web site. 
17. TRANSFER OR ASSIGNMENT
17.1 This Agreement shall not, under any circumstances, be transferred or assigned by the Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void. 
17.2 ZeoBIT may, at any time, in its sole discretion and without prior notice to the Affiliate, transfer or assign this Agreement to an affiliated or non-affiliated person or entity. 
18. MODIFICATION
This Agreement is subject to change or modification by ZeoBIT at any time and changes shall become effective upon notice to the Affiliate by e-mail, posting at or via hyperlink to a ZeoBIT Website, or by mail. The Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect. 
19. NOTICES TO ZeoBIT OR AFFILIATES
Notices from a ZeoBIT Website to Affiliates may be given by means of electronic messages (email), by general posting at the Website, or by conventional mail. Communications from the Affiliate to ZeoBIT may be made by electronic messages (email) or conventional mail, unless otherwise specified in this Agreement. 
All notices to ZeoBIT sent by electronic mail shall be to affiliates@zeobit.com. 
Notices from ZeoBIT shall be deemed delivered when sent by ZeoBIT to the Affiliate; notices of changes or modifications to this Agreement shall be accepted by the Affiliate upon the first use by the Affiliate of the Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by ZeoBIT. 
20. CHOICE OF LAW, ARBITRATION AND ATTORNEY'S FEES
This Agreement shall be governed by the laws of the state of Arizona. In the event of any dispute arising under this Agreement, the parties agree to submit such dispute to binding arbitration in accordance with the rules of the American Arbitration Association without regard to the amount in controversy or the nature of relief sought; except that the parties waive their right to a trial de novo following arbitration. The arbitrator shall be chosen by the parties and shall be a person experienced in electronic commercial law and transactions. If the parties cannot agree on a single arbitrator, each party shall forthwith select an arbitrator of its choice, and the arbitrators thus appointed shall then forthwith select a third arbitrator who shall be deemed Chief Arbitrator. Any final determination of an arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the Arbitrator may be entered in any state, territory or possession of the United States. With further respect to any arbitration arising hereunder, the substantially prevailing party in any such action shall be entitled to its costs and reasonable attorneys' fees. 
The failure of any party hereto to insist upon strict performance of any covenant or agreement contained herein, or to exercise any option or right, shall not be construed to be a waiver or relinquishment of any such option or right, or of any other covenants or agreements, but the same shall be and remain in full force and effect. 
21. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 
22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION
This Agreement and any changes or modifications thereto by ZeoBIT and accepted by the Affiliate expresses the entire agreement between the parties regarding the Affiliate's participation in the Program, and all materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party. 
23. REVIEW BY ATTORNEY
ZeoBIT strongly advises that the Affiliate reviews this Agreement with an attorney before acceptance of its terms so the Affiliate is fully apprised of all its rights, duties and obligations under this Agreement. The Affiliate acknowledges that nothing herein and no statement by ZeoBIT or any employee, representative, agent or other person associated with ZeoBIT has in any way prevented or inhibited the Affiliate from seeking such independent legal advice prior to entering into this Agreement. The Affiliate hereby acknowledges and agrees that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and the Affiliate has been given reasonable opportunity to seek the advice of independent counsel with respect to this Agreement and all transactions associated herewith. 
24. ACCEPTANCE AND EXECUTION
By CLICKING THE "CREATE NEW ACCOUNT" BUTTON at the zeoprofit.zeobit.com Sign Up Page, and by supplying ZeoBIT with all information required to create an account for the Program, the Affiliate has accepted all of the terms and conditions set forth herein above.