Affiliate-Program

Terms & Conditions

The following are the terms and conditions of your agreement to become a member of the ZeoFill Online Affiliate Program. By applying to be an affiliate of ZeoFill, you agree to be bound by all the terms and conditions set forth in this agreement. You (“Your” or “affiliate”), and ZeoFill ("we" or "us") are the parties to this agreement.

Modifying This Agreement

ZeoFill may modify any of the terms and conditions contained in this agreement, at any time and at its sole discretion, by sending you a notice identifying the changes. Modifications may include, but are not limited to, changes in the referral structure, price schedule or other rules.

IF ANY CHANGE IN THE AGREEMENT IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT BY NOTIFYING ZEOFILL IN WRITING. CONTINUED PARTICIPATION IN THIS PROGRAM FOLLOWING OUR MAKING A CHANGE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Your Rights and Responsibilities

Linking to ZeoFill.com

By agreeing to participate in the ZeoFill Affiliate Program, you agree to have your link from your site to ZeoFill.com site and agree to create a link from ZeoFill.com site to your site. The form of such link to your site must be approved by ZeoFill and, or by its agent and we retain the right to withhold approval for any site not deemed suitable to carry its name and marketing materials. You shall not make any claims, representations, or warranties in connection with ZeoFill, and you shall have no authority to, and will not, bind ZeoFill to any obligation without first obtaining written permission from ZeoFill or its authorized agent.

Agreements

You agree to all of the terms set forth herein and to positively endorse ZeoFill at all times and maintain a site content that is free of child pornography or other illegal sex acts, promotion of violence, promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promotion of illegal activities, or violation of intellectual property rights.

You must provide true and complete information to ZeoFill at all times; including but not limited to, all advertising information, your identity, contact information, selling price of ZeoFill, payment types offered, and any other information that ZeoFill may reasonably request from time to time.

ZeoFill grants you the non-exclusive right to direct individuals to our site, in accordance with the terms and conditions of this agreement. You shall have no claims to referrals other than the ones ZeoFill sends via email or by phone. You also understand that ZeoFill may at any time (directly or indirectly) solicit companies within your location to produce sales for ZeoFill based on the terms that may be attained by our site or contact websites that are similar to, or compete with, your website.

Responsibility for your site, other marketing materials and third-party payment companies

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not libelous or otherwise illegal. ZeoFill.com disclaims all liability for these matters. Further, you will indemnify and hold ZeoFill.com harmless from all claims, damages and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and contents of your site and marketing materials, and your performance of this agreement. You agree to refrain from utilizing 'spam' for marketing our products and services (all email marketing must be based on commonly accepted opt-in rules).

You will indemnify and hold ZeoFill harmless from all claims, damages and expenses (including, but not limited to, attorneys' fees) relating to if problems arise from third-party sites linked to your site including but not limited to PayPal, Google, Shopping Carts, Market Places, or any other forms of third-party web based payment companies.

License to Use Marks

ZeoFill hereby grants you a non-exclusive, non-transferable license, during the term of this agreement, to use the ZeoFill intellectual property marks provided by ZeoFill solely in connection with the promotion of ZeoFill. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to, and arises only out of, this license to use ZeoFill material. You shall not assert the invalidity, unenforceable, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. Further, you agree to keep information about ZeoFill current on your site.

Good Faith / Ethical Conduct

You will not knowingly benefit from known or suspected traffic not generated in good faith, or via spam, whether or not it actually causes damage to ZeoFill. Fraudulent activity will result in ZeoFill retaining distributorship, advertising, and Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to remove distributorships, under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referrals to your company with respect to such traffic.

Confidential Information

During the term of this agreement, you may be entrusted with confidential information relating to the business, operations or underlying technology of ZeoFill and/or the referral program. You agree to avoid any disclosure to third persons or outside parties or unauthorized use of the confidential information unless you have our prior written consent and that you will sue the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this agreement.

ZeoFill will make reasonable efforts to have this link available at all times, however there may be instances that it is unavailable during technology maintenance and updates.

Once you become an affiliate, you will have access to all marketing material containing a unique password code. When a potential customer links to ZeoFill.com they will be provided a list of affiliates in their area.

Anti-Predatory Advertising Policy (Web based)

No affiliate will change, replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner ZeoFill’s NAME unless authorized by ZeoFill in writing, other ZeoFill affiliates, users online access password, view or usage of, or other aspect of the web users online experience at any ZeoFill affiliates webpage in a manner that causes or otherwise results in a different experience from that which was otherwise intended by such affiliate.

No Affiliate will block, alter, direct or redirect, substitute, insert or append itself to, or otherwise intercept or interfere in any manner with any other web traffic-based transaction that originated from an affiliate webpage (including without limitation any return visit to ZeoFill.com to which such click-through or other traffic reached or intended to reach) with the result of reducing credibility or owing to an affiliate or increasing any payment obligation of ZeoFill with respect to any individual transaction.

Affiliates will be removed from the ZeoFill Affiliate Program and forfeit any advertising or referrals if they are utilizing potentially enable diversions of sales from other affiliates in our program. ZeoFill has the rights to add or remove information on its website for any reason.

Term and Termination

The term of this agreement will begin when you purchase your first order and will be continuous unless and until either party notifies the other in writing that is wished to terminate the agreement. Termination may be accomplished by either you or ZeoFill for any reason at any time by providing notice to the other party. For purposes of notification, delivery via email is considered a written and immediate form of notification provided an acknowledgment email is returned by ZeoFill.

If termination is by ZeoFill and is not caused by violation of this agreement, you will be entitled continuous advertising until the end of the advertising period in which no referrals will be awarded.

If termination is initiated by you or is by ZeoFill as a result of a violation of this agreement, you will not be entitled to advertising to your company or referrals.

You must remove all affiliation from ZeoFill including any advertisement including banners, icons, and blogs, from your site and disable the link from your site to ZeoFill.com upon termination of this agreement for any reason.

All rights and licenses given to you in this agreement shall immediately terminate upon termination of this agreement for any reason.

Upon termination of this agreement for any reason, you will return to ZeoFill any confidential information, and all copies of it in your possession, custody and control, and will cease all uses of any trade names, trademarks, service marks, logos, brochures and other designation of ZeoFill.

Before or after termination of this agreement, ZeoFill reserves the right to modify this agreement or the price schedule, with such modification effective immediately.

Relationship of Parties

Both you and ZeoFill are independent contractors and nothing in this agreement will create any partnership, joint venture, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that contradicts anything in this paragraph.

Indemnity

You shall defend, indemnify, and hold ZeoFill, its directors, officers, employees, agents and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement; (b) the performance of your duties and obligations under this agreement; (c) your negligence; or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program. (e) third-party online payment sites.

Disclaimers

ZeoFill makes no express or implied warranties or representations with respect to the referral program or advertising arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, ZeoFill makes no representation that the operation of our site will be uninterrupted or error-free, and ZeoFill will not be liable for the consequences of any interruption errors, pricing of bags or shipping issues.

Online Pricing for consumers

Per bag pricing to consumers are required online. Contractor pricing is suggested but not mandatory. This provides your customers valuable pricing information. If you feel providing pricing online is unfair or if you do not place ZeoFill logo or information onto your website then we will not provide online or SEO advertising to your company.

Brochures

Brochures are a courtesy of ZeoFill and is not mandatory to provide to any of it's dealers. We have the rights to refuse to provide brochures at any time. We have the rights to charge for brochures at any time including shipping and handling charges. You have the rights not to purchase the brochures. It is not mandatory to provide brochures to your customers. You must have permission to use ZeoFill brochures onto your website. If you are selling another zeolite product, ZeoFill has the rights to revoke this agreement at any time.

Limitations of Liability

ZEOFILL WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE REFERRAL PROGRAM, EVEN IF ZEOFILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this agreement. Our obligations under this agreement do not constitute personal obligations of shareholders. Any liability arising under this agreement shall be satisfied solely from the referrals generated and is limited to direct damages.

ZeoFill may in its sole discretion, with or without notice, use any available means to block or restrict certain affiliates who use ZeoFill logo to promote another similar product or for any reason whatsoever, including but not limited to creating a monthly, quarterly or yearly purchase quota.

Governing Law

This agreement will be governed by the laws of California without reference to rules governing choice of law. Any action relating to this agreement must be brought in California and you irrevocably consent to the jurisdiction of its courts.

YOU AGREE TO BRING ANY ACTION OR LEGAL PROCEEDING RELATED TO THIS AGREEMENT IN THE STATE OF CALIFORNIA AND IN NO OTHER JURISDICTION.

Assignability

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 and enforceable against you and ZeoFill.

Non-Waiver

Our failure to enforce your strict 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. NO MODIFICATIONS, ADDITIONS, or DELETIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY ZEOFILL. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

Remedies

Our rights and remedies shall not be mutually exclusive, i.e. the exercise of one or more of the provisions of this agreement shall not preclude the exercise of any other provision. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this agreement and, in the event of a breach, or threatened breach of any provision of this agreement, the respective rights and responsibilities of the parties may be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

Severability/Waiver

Whenever possible, each provision of this agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of this agreement or any other provision. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

Operating Agreement and Disclosure

You understand that laws may vary from city to city, state to state and country to country. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND REPRESENT TO ZEOFILL THAT YOU MAY PARTICIPATE IN ITS AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

By linking your site on ZeoFill site, or submitting your company logos, advertisements, pictures or other web based material, including but not limited to, PayPal, Google, Shopping Carts, Market Places, or any other forms of third-party web based payment companies, you acknowledge that you have read this agreement and have independently evaluated the desirability of participating in this program and are not relying on any representation, guarantee, or statement other that what is set forth in this agreement, and that you agree to all its terms and conditions.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE LIABILITY LIMITATIONS AND DISCLAIMERS IN CAPITALIZED LETTERS ABOVE.