OPERATING AGREEMENT Zulution LLC http://zulutionmedia.com This Affiliate Program Operating Agreement (the “Operating Agreement”) contains the terms and conditions that govern your participation in the zulutionmedia.com Affiliates Program (the “Platform”). “We,” “us,” or “our” means Zulution LLC. Or any of its affiliate companies as the case may be. “You”, “Associate” or “your” means the applicant. A “site” means a website. “Zulution Media” means zulutionmedia.com or Zulution LLC the site or any other site that is owned or operated by or on behalf of us or our and which is identified as participating in the Program in the Associates Program Advertising Fee Schedule, third parties as applicable. Zulutionmedia.com is a subsidiary of Zulution Media a part of Zulution LLC, whereby Zulution Media or zulutionmedia.com is also referred to as Zulution LLC. “Your site” means any site(s) and software application(s) that you own or operate and link to the Zulution Media. Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement. BY BECOMING AN AFFILIATE YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE ZULUTIONMEDIA.COM SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING THE ASSOCIATES PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT. 1. DESCRIPTION OF THE PROGRAM The purpose of the Program is to permit you to advertise Products on your site and to earn commission fees. A “Product” is any item sold on Zulution Media. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, links and other information in connection with the Program (“Content”). You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. 2. ENROLMENT To begin the enrolment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that: (a) promote or contain sexually explicit materials; (b) promote violence or contain violent materials; (c) promote or contain libellous or defamatory materials; (d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote or undertake illegal activities; (f) are directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated there under; (g) include any trademark of Zulution Media or its , or a variant or misspelling of a trademark of Zulution Media or its , in any domain name, sub-domain name, or in any username, group name, or other identifier on any social networking site (see the Trademark Guidelines for examples); or otherwise violate intellectual property rights. (h) Zulution Media also not abide to show the identity of the Admins, Affiliate, Advertiser and Account Managers to the public or users of this site. If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement. You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then- currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. If you are a Non-US person participating in the Program, you agree that you will perform all services under the Operating Agreement outside the United States. If, for any reason, you cannot comply with this requirement, you must notify us using this link for an exception. 3. RESPONSIBILITIES OF THE PARTIES Subject to our adoption of you as an associate and your continued conformity with the terms and conditions of this Agreement, Zulution Media concurs as follows: We will make accessible to you via the Affiliate Program graphic and textual connects to the platforms Web Site and/or other original materials (jointly, the “Links”) which you might present on web sites owned or operated by you, in emails conveyed by you and distinctly distinguished as coming from you and in online advertisements (jointly, “Media”). The Links will assist to place you as a member of our Affiliate Program and will build a link from your Media to the platforms Web Site. We will pay associate for each Certified Process (the “Commission”). A “Certified Process” signifies a single individual who (i) accesses the platforms Web Site through the Link, wherever the Link is the concluding link to the platforms Web Site, (ii) is not a computer generated user, such as a automaton, bot, computer script or other automated, fake or deceitful method to seem like an human, genuine person, (iii) is not applying pre-populated fields (iv) fills out all of the data needed for specified action within the time period permitted Zulution Media and (v) is not afterwards discovered by Zulution Media to constitute deceitful, partial, ineligible or a replicate. We will compensate you any Commissions realized every month, provided that your account is presently higher than $50. Accounts with a proportion of less than $50 will roll over to the following Month, and will keep on rolling over every month until $50 is attained. We set aside the right to bill your account of any previously paid Certified Process that are afterwards ascertained to have not met the prerequisites to be a Certified Process. Associates are individual contractors and the relationship between the Company and the associate is not one of employment relationship. The associate is exclusively accountable for any taxes or social security costs payable as a consequence of any payments incurred from the Company. Payment for Commissions is dependant upon Clients rendering such funds to Zulution Media, and hence, you concur that Zulution Media shall exclusively be responsible to you for Commissions to the extent that Zulution Media has incurred such funds from the Clients. You hereby discharge Zulution Media from whatsoever claim for Commissions if Zulution Media has not obtained specified funds from the Clients. Zulution Media shall automatically render a bill on behalf of Associate for all Commissions due under this Agreement and shall remit payment to associate place upon that bill. Complete trailing of Links and determinations of Certified Process and Commissions shall be prepared by Zulution Media in its exclusive circumspection. In the event that Associate challenges in adept faith whatsoever part of a bill, associate must present that challenge to Zulution Media in writing and in adequate detail within thirty (30) days of the date stamp on the bill. If Associate does not challenge the bill as expound herein, then Associate concurs that it irrevocably relinquishes any claims founded on that bill. In the event that Associate is also trailing Certified Process and associate lays claim to a disagreement, Associate must furnish Zulution Media with Associates reports within three (3) days after 30th day of the calendar month, and if Zulution Media ’s and Associates accounted statistics vary by more than 10% and Zulution Media moderately ascertains that Associate has applied commonly acceptable industry techniques to trail Certified Process, then Zulution Media and Associate concur to make a adept faith attempt to arrive at a reconciliation. If the parties are not able to attain reconciliation, then Zulution Media’s numbers shall govern. If Associate has an unpaid balance attributable to Zulution Media under this Agreement or any other accord between the Associate and Zulution Media , whether or not affiliated to the Associate Program, Associate concurs that Zulution Media may set off any specified sums ascribable to Zulution Media from amounts due to Associate under this Agreement. Associate also concurs to: Have exclusive obligation for the development, procedure, and sustenance of, and all content on or connected to, your Media. Guarantee that all materials posted on your Media or otherwise applied in connection with the Associate Platform (i) are not illegitimate, (ii) do not impinge upon the intellectual property or personal rights of any third party and (iii) do not comprise or connect to whatsoever material which is noxious, ominous, libellous, salacious, sexually unequivocal, molesting, encourages violence, advances discrimination (whether based on gender, faith, race, ethnicity, nationality, impairment or age), encourages illicit activities (such as gambling), incorporates profanity or otherwise incorporates materials that Zulution Media informs you that it counts unacceptable (collectively, “Obnoxious Content”). Not make any representations, warrantees or other assertions pertaining to Zulution Media or Client or any of their individual products or services, except as explicitly approved herein. Be sure that your Media doesn't imitate or resemble the expression and feel of the Platform Web Site or make the notion that your Media is certified by Zulution Media or Clients or a part of the Platform Web Site, without prior written permission from us. Comply with all (i) duties, necessities and limitations under this Agreement and (ii) laws, rules and ordinances as they concern to your business, your Media or your usage of the Links. Abide by the terms, conditions, guidelines and policies of any third party services used by Associate in connection with the Associate Platform, including but not confined to, email providers, social networking services and ad networks. Always conspicuously put up and make available to end-users, including before the collection of any personally identifiable information, a privacy policy in conformity with all relevant laws that distinctly and exhaustively divulges all data collection, usage and sharing patterns, including rendering for the collection of specified personally identifiable information in association with the Affiliate Program and the supply of specified personally identifiable information to Zulution Media and Clients for usage as designated by Zulution Media and Clients. Always conspicuously post and make available to end-users any terms and conditions in connection with the Offer set forth by Zulution Media or Client, or as compulsory by relevant laws concerning such Offers. Make certain not to place Zulution Media ads on any online auction platform (i.e. eBay, Amazon, etc). The accompanying additional program-specific terms shall apply to any promotional programs set forth below: Email Campaigns. Advertising Zulution Media sites and services through the use of e-mail or links within e-mail is not allowed. Zulution Media reserves the right to suspend and/or dismiss any associate account without additional notice or pay if it is ascertained that the associate (or an individual performing on his behalf) has broke this rule. If you prefer to advertise any of Zulution Media sites by e-mail please send a request to contact@zulutionmedia.com. Any email marketing which is not antecedently authorised by Zulution Media, including spamming of whatsoever kind and infringement of any of the relevant rules and regulations will result in a straightaway prohibition from the affiliate program without pay. It is your obligation to get a copy of our Email policy guidelines prior to advertising whatsoever of our campaigns via email marketing. For all email campaigns, Associate must download the “Suppression List” from the Offers section of Zulution Media. Associate shall filtrate its email list by getting rid of any entries coming out on the Suppression List and will only send emails to the remaining addresses on its email list. Zulution Media will put up an opt-out technique in all Links; nevertheless, if any opt-out petitions come straightaway to Associate, Associate shall right away forward them to Zulution Media at contact@zulutionmedia.com. Associates emails carrying the Links may not admit any content other than the Links, except as obligatory by relevant law. Advertising Campaigns: No Links can appear to be connected with or be positioned on chat rooms or bulletin boards unless otherwise concurred by Zulution Media in writing. Any pop- ups/under used for the Affiliate Platform shall be distinctly described as Associate served in the title bar of the window and any client-side ad serving software used by Associate shall only have been set up on an end-user’s computer if the function of the software is distinctly divulged to end-users before installation, the installation is pursuant to an affirmatively accepted and plain- English end user license agreement and the software be easily removed according to generally accepted methods. Affiliate Network Campaigns: For all Associates that maintain their own affiliate networks, Associate concurs to identify the Links in its affiliate network (the “Network”) for access and use by those associates in Affiliate’s Network (each a “Third Party Affiliate”). Associate concurs that it will explicitly disallow any Third Party Affiliate to alter the Links in whatsoever way. Associate concurs to conserve its Network according to the highest industry measures. Associate shall not tolerate whatsoever party to be a Third Party associates whose web site or business framework requires content incorporating Obnoxious Content. All Third Party Associates must be in adept standing with Associate. Associate must demand and affirm that all Third Party Associates affirmatively admit, through confirmable way, this Agreement before getting access to the Links. Associate shall readily dismiss any Third Party Affiliate who adopts, or dismissed, any activity that breaches the terms and conditions of this Agreement. In the event that either party suspects any misconduct by a Third Party Associate with reference to the Links, Associate shall readily divulge to Zulution Media the identity and contact information for such Third Party Affiliate. Associate shall readily get rid of any Third Party Associate from the Affiliate Platform and dismiss their access to future Offers of Zulution Media in the Network upon written notice from Zulution Media. Unless Zulution Media has been furnished with all honest and accomplished contact information for a Third Party Associate and such Third Party Associate has affirmatively admitted this Agreement as entered by Zulution Media, Associate shall remain apt for all enactments or deletions of any Third Party Affiliate. Social network use: Associate is purely impermissible from utilizing social networking sites including but not restricted to Twitter to advertise casual products of Zulution Media for example benaughty.com (as well any local variation such as setravieso.com), flirt.com, clickandflirt.com, cheekylovers.com, wildbuddies.com. If Zulution Media suspects that any leads have been earned via such social channels, and a severance of this clause has been committed, associate will not be paid for such leads. 4. CONFIDENTIALITY Except as differently allowed in this Agreement or with the consent of Zulution Media, you concur that all data, including, without restriction, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, pertaining to us or any of our associates offered by or on behalf of any of them shall rest purely classified and secret and shall not be applied, instantly or indirectly, by you for whatsoever intention other than your involvement in the Affiliate Platform, except and exclusively to the extent that any such data is commonly known or available to the public through an origin other than you. Associate shall not apply any information got from the Affiliate Platform to develop, enhance or operate a service that vies with the Affiliate Platform, or aid a different party to do the same. 5. RESTRICTED LICENSE & INTELLECTUAL DIMENSION Associates are not permitted to alter the company or websites’ logos in whatsoever pattern or form. Should you wish to get a replicate of a particular size/format, you can post your request via email. Associates are not allowed to file any URLs which are selfsame to or alike to our brand name and trademarks, both registered marks and undocumented marks. Associates are specifically forbidden from producing negative sites appropriate to force traffic towards our sites. Whatsoever use of our trademarks, certified and unregistered is forbidden without our explicit permission. Associates are not permitted to copy or “pilfer” text or photographs or any other content from any of the Zulution Media websites. If you wish to use some copy to advertise one of our sites and have found some valuable data on our sites, we ask you to reword the texts. Failure comply may lead to rejection from the Affiliate Platform. It is forbidden to utilize any text ads made by associate himself unless the creative’s have been authorized by #brand_name# #brand_status# associate team. It is disallowed to place any data that does not agree to the authentic data about the services offered by any Zulution Media dating site and may affect the Company’s repute or be a ground for client charges. Associates are forbidden from utilizing any explicit, pornographic, sexually expressed or otherwise nauseous message to advertise Zulution Media android and iOS applications Any trademarks of Google, Apple companies and their subsidiaries including but not restricted to Google Play and iTunes are forbidden to be utilized on whatsoever mature, pornographic, sexually expressed or loathsome creative’s and publicity pages. It is illegal to misuse any third party copyright or trademarks. If we become well aware of any associate violating this provision and are reached by the third party whose rights have been infringed, we shall furnish that third party with any and all aid they demand to prosecute a claim against you. We accord you a nonexclusive, unalienable, revocable right to utilize the Links and to access our web site through the Links exclusively in conformity with the terms of this Agreement, for the sole aim of placing your Media as a player in the Affiliate Platform and aiding in expanding sales through the Platform Web Site. You must not change, modify, manipulate or create differential acts of the Links or any Zulution Media graphics, constructive, copy or other materials owned by, or licensed to, Zulution Media in whatsoever way. You are exclusively eligible to use the Links to the extent that you are a member in adept standing of the Affiliate Platform. We may rescind your license anytime by handing you written notification. Except as explicitly put forward herein, nothing in this Agreement is specified to accord you whatsoever rights to any of Zulution Media ’s trademarks, service marks, rights of first publication, patents or trade secrets. You concur that Zulution Media might utilize whatsoever proposition, remark or testimonial you prefer to provide to Zulution Media without recompense. All rights not explicitly accorded in this Agreement are appropriated by Zulution Media. 6. LINKS ON YOUR SITE After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Zulution Media that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of fees. 7. ORDER PROCESSING We will process Product orders placed by clients who follow Special Links from your site to the Zulution Media. We reserve the right to decline orders that do not comply with any prerequisites on the Zulution Media, as they may be updated occasionally. 8. PAYMENT BY CHECK If you choose payment by check, we will post you a check in the sum of the fees you earn every month. 9. PAYMENT BY PAYPAL If you put up a PayPal email address, we will send you a payment via PayPal in the amount of the fees you earn every month. 10. POLICIES AND PRICING Customers who purchase merchandises through this platform are our clients with reference to all actions they take on in association with the Zulution Media. Consequently, as between you and us, complete pricing, terms of sale, rules, policies, and working processes relating to client orders, customer service, and product sales set forth on the Zulution Media will be enforce to those clients, and we may modify them at whatsoever time. 11. TERM AND TERMINATION The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all subscriptions you have with respect to Content will automatically terminate and you will immediately stop using the Content and Zulution Media and promptly remove from your site and delete or otherwise destroy all links to the Zulution Media, all Zulution Media Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. 12. ASSOCIATE REJECTIONS Though all associate applications are automatically authorized, we reserve the right to set aside/rule out an associate when: 1. Our terms and conditions have been violated 2. Our PPC Guidelines and Email Policy have not been decently followed 3. Your site has been using our brand name to boost a dating site that is not part of our portfolio 4. Your site is a free-hosted site 5. Your site only carries banners and identical brief content 6. Your site isn't crucial to our industry 7. Your site is still under construction 8. Your site is not obtainable or is delivering an error 9. Your site comprises unsatisfactory or loathsome material 10. You are operating an automated re-direct from your site to one of our domains 11. Your website(s) accepts defrayals from clients for the supply of services of an intimate nature 12. Your website(s) contains illicit photographic material or content 13. REMEDIES In summation to any additional rights and remedies accessible to us under this arrangement Zulution Media appropriates the right to edit any processes underwent through and through your connections and keep back and suspend any owed Commissions or charge back paid Commissions to your account if i. Zulution Media ascertains that you have violated this Agreement, ii. Zulution Media receives any complaints about your participation in the Affiliate Program which Zulution Media reasonably believes to violate this Agreement or iii. Any Certified Action is later determined to have not matched the requirements expound in this Agreement or on the Affiliate Platform. Such keeping back or suspending of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were gained as a consequence of specified violation. In the event of a material severance of this Agreement, Zulution Media earmarks the right to divulge your personal identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been straightaway destroyed by your activities. You are with specific intentions banned from utilizing any persons, means, devices or agreements to consecrate dupery, breach whatsoever relevant law intervene with other associates or misrepresent information in association with referrals through the Links or the propagation of Commissions or surpass your permissible access to the Affiliate Platform. Specified acts include, but are in no way confined to, using machine-controlled means to gain number of clicks through the Links or mop up of any compulsory information, utilizing malware, utilizing stealware, cookie-stuffing and other misleading enactments or click-fraud. Zulution Media shall make all findings about deceitful action in its exclusive prudence. 14. COMPLIANCE WITH LAWS In connection with your participation in this Platform you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003). 15. ANTI-SPAM POLICY You must rigorously abide by the Federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Affiliate Platform must essentially include the suitable party’s opt-out link. Occasionally, we might request - before your posting emails incorporating linking or citing the Affiliate Platform that you present the ultimate edition of your email to Zulution Media for commendation by mailing it to your Zulution Media representative and on getting written commendation from Zulution Media of your email the email perhaps communicated to third parties. It is exclusively your responsibility to ascertain that the email abides by the Act. You concur not to rely upon Zulution Media’s commendation of your email for compliancy with the Act, or affirm any claim that you are in conformity with the Act established upon Zulution Media’s commendation. Limitation of Liability WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE ZULUTION MEDIA, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE Zulution Media, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. 16. ABSOLUTE INVESTIGATION You admit that you have studied and understood this Agreement and concur to all its terms and conditions. You have severally appraised the desirability of taking part in the Affiliate Platform and each bid and are not banking on whatsoever representation, warranty or assertion other than as expounded in this Agreement or on the Affiliate Platform. 17. COMMON INDEMNIFICATION Associate herewith concurs to compensate, guard and adjudge innocent Zulution Media and Clients and their individual subsidiaries, consorts, partners and licensors, managers, officers, employees, proprietors and brokers against whatsoever and entirely claims, activities, demands, indebtednesses, losses, impairments, opinions, resolutions, costs, and disbursements (including fair attorneys’ fees and prices) supported: i. any failure or severance of this Agreement, including any representation, warranty, concordat, limitation or responsibility arrived at by Associate herein, ii. whatsoever abuse by Associate, or by a party under the rational control of Associate or holding admittance through Associate, of the connections, Offers or Zulution Media or Client intellectual property, or iii. any claim accompanying your Media, including but not restrained to, the content incorporated on such Media (except for the Links). Zulution Media hereby concurs to compensate, guard and admit innocent Associate and its subsidiaries, associates, collaborators, and their various managers, officers, employees, proprietors and brokers against any and all claims, activities, requirements, indebtednesses, losses, impairments, discernments, resolutions, costs, and disbursements (including fair attorneys’ fees and costs) based on a claim that Zulution Media is not authorized to provide you with the Links. 18. DISCLAIMERS THE PROGRAM, THE ZULUTION MEDIA, ANY PRODUCTS AND SERVICES OFFERED ON THE ZULUTION MEDIA, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, ZULUTIONMEDIA.COM DOMAIN NAME, OUR TRADEMARKS AND LOGOS (INCLUDING THE ZULUTION MEDIA MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE ZULUTION MEDIA, OR THE AFFILIATE-PROGRAM. Zulution Media.COM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. 19. ADJUSTMENTS We may modify any of the terms and conditions at any time and in our sole discretion by posting a change notice, revised agreement, on the zulutionmedia.com site or by sending notice of such modification to you by email to the email address then-currently associated with your affiliate account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Program Commission Fee Schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT AND LOSE ANY ONGOING AFFILIATE PAYMENTS FOR SUBSCRIPTIONS. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE ZULUTIONMEDIA.COM SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. 20. GOVERNING LAW & MISCELLANEOUS The Affiliate Platform is created and controlled by Zulution LLC in the State of Florida, U.S.A., unless otherwise noted. These Terms of Service shall be governed by and construed in accordance with the law of State of Florida, United States of America and you hereby submit to the exclusive jurisdiction of the State of Florida Courts. Associate shall be accountable for the payment of all lawyer’s fees and disbursements obtained by Zulution Media to implement the terms of this Agreement. This Agreement incorporates the integral agreement between Zulution Media and Associate with reference to the subject matter hereof, and supervenes upon all preceding and/or contemporaneous agreements or understandings, composed or spoken. Associate concurs that Zulution Media shall not be subject to or obligated by any Associate insertion order or online terms and conditions that rectify, contravene with or append this Agreement, irrespective of whether Zulution Media “clicks through” or otherwise suggests its adoption thereof. Associate might not ascribe entirely or whatsoever part of this Agreement without Zulution Media’s prior written consent. Zulution Media may delegate this Agreement at whatsoever time with notification to Associate. This Agreement will be valid and will harden to the welfare of the legal representatives, replacements and legitimate delegates of the parties hereto. The provisions of Section 4, 5(b), 11, 13, 15, 17-20 and any accumulated payment responsibilities shall outlive the expiration of this Agreement. Except as set forth in the “Adjustments” section preceding, this Agreement might not be altered without the prior written consent of both parties. If any preparation of this Agreement is adjudged to be null, fallacious or defunct, the persisting provisions of this Agreement shall remain in force and the fallacious portion of any provision shall be viewed as changed to the least point required to rectify specified invalidity while holding the original intention of the parties. Each party to this Agreement is an independent contractor in reference to the other party with regard to all issues arising under this Agreement. Nothing herein shall be held to constitute a partnership, joint venture, affiliation or employment relationship between the parties. No course of conducting or whatsoever delay in exerting any rights hereinafter shall function as a release of any such rights. No waiver of any default or violation shall be viewed as a remaining waiver or a release of whatsoever breach or default. By presenting and applying to this Affiliate Platform, you assert and admit that you have understood this Agreement in its totality and concur to be obligated by all of its terms and conditions. If you do not wish to be obligated by this Agreement, you should not present an application to Affiliate Platform. If an individual is getting at this Agreement on behalf of a clientele, by doing so, such individual constitutes that they have the judicial capability and authorization to obligate specified clientele to this Agreement. If you have any questions or wish us to clarify any of these points, please send us an email: contact@zulutionmedia.com This Agreement was last revised on 09-04-2016.