With Zipa's Affiliate Program, you can make money promoting our services on your website. You will get a commission for every referral from your site that creates an account and purchases a hosting plan from Zipa. You can choose to be paid either by check or by credit to your Zipa account. Commissions equal 10% of the total amount spent by a referral at time of signup on recurring charges or 10% of the monthly recurring charges for as long as they are with zipa.com. If you choose to be paid with credit to your account, you will receive US$15 credits for every US$10.00 you would be awarded in commission. Commissions are paid out by check monthly, if the commissions accrued are greater than $50. If not, the previous month's commissions are rolled over to the next month. Credit is rewarded the same way, placed in your Zipa account on a monthly basis, as long as the amount of credit accrued is greater than 10. Again, if not, those credits are rolled over to the next month.

To be eligible for membership in the Affiliate Program you need only be over 18 and able to participate in legally binding contracts. To register for the Program, you must provide us with your legal name, a valid email address, and either a Federal Tax ID or Social Security Number. Only customers who have at least one hosting plan are eligible. It is your responsibility to keep all account information with Us up-to-date and accurate to ensure proper delivery of payment. Webmasters for some countries are not eligible for the Program, see paragraph 3 of the full TOS to determine if you are in an ineligible country.

Only links from web pages will count towards a referral. Links from email or other sources will not be tracked. Zipa does not condone spamming and your account will be terminated if you spam in affiliation with Zipa. The Program is intended for commercial use only, and you may not purchase hosting plans through the Program for your own use. Failure to comply with the Terms of Service Agreement will result in termination of the account.

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In this Agreement, We, Us, and Our refer to Zipa; You and Your refers to the Affiliate participating in the Zipa affiliate program (Program); Our Site refers to the website located at the URL http://www.zipa.com; Your Site refers to the Web site utilized by You upon which You establish the links to Our Site; Referral refers to the individual(s) referred by You to Our Site. This Agreement describes the terms and conditions applicable to Your use of Our domain registration services at Our Site. Your participation in the Zipa affiliate program signifies Your acceptance of the terms, conditions, and legally binding nature of this agreement. By participating in our affiliate program, You acknowledge that Spamming practices are illegal, and You will not engage in such behavior. If You do not accept these terms and conditions or have any questions that our Help Section does not answer, please contact support@zipa.com. Non-compliance with any of these terms and conditions will result in the forfeiture of all monies owed and the possible prosecution of the webmaster. Furthermore, any violation of any provision of this Agreement by You may result in denial of access to Your account at the sole discretion of Us, and You may also be subject to both civil and criminal penalties under applicable law (please see Paragraph 19).

We may amend this Agreement at any time by posting the amended terms on Our Site (please see Paragraph 20 for more details). The amendment shall automatically be effective three (3) days after they are initially posted on Our Site. This Agreement may not be otherwise amended except in a writing signed by both You and Us.

1. Eligibility for Membership.
Our services are only available to individuals who can form legally binding contracts under applicable law. Our services are not available to minors under any circumstances. If You do not qualify, please do not use Our services. We may refuse service to anyone at anytime, at Our sole discretion. To register, You must provide Us with Your legal name and email address. You must also complete the Zipa sign-up process.

Our Program requires that the participating webmaster have an account with Us. You can register to have a Zipa account at http://www.zipa.com. Additionally, to participate in Our Program, You must have purchased at least one hosting plan from Us.

2. Additional Membership Requirements.
You are required to enter a Federal Tax ID or Social Security Number on the registration form, if you reside in the United States. We will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom we issue combined yearly payments of US$600.00 or more. Any falsification of Social Security or Tax ID numbers shall be grounds for denial of payment and immediate account termination. It is Your responsibility to keep all account information with Us up-to-date and accurate. It is also Your responsibility to periodically check Your e-mail to stay informed of changes to Our program. You are solely responsible for providing accurate address/delivery information to ensure proper delivery of payment. Since payments are computer-generated, inaccurate/improper address information will delay payment.

3. Restrictions on Participation.
Our Program is not open to webmasters from the following countries: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea (North and South), Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia. New accounts from these countries will not be paid.

4. Purpose.
We will pay a commission to You based on the amount of money spent by customers on recurring charges registered at Our Site by Referrals from Your Site. Alternatively, in lieu of receiving a commission, You can choose to receive Zipa's credit for the purchase of hosting services at Our Site (see Paragraph 9 below for more details).  Additional terms of Our commission program are set forth in Paragraphs 8-10 below. Commissions are paid out in accordance with the schedule set forth in Paragraph 9 below. The Referral will be responsible for the payment of all services registration fees set forth at Our Site.

5. Enrollment and Acceptance.
You must submit a properly completed program application via Our Site. We will evaluate Your application and will notify You of Your acceptance or rejection immediately. However, We may terminate You from the Program if Your Site:

1. contains unlawful material, including, but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
2. for any other reason that is deemed to Us to be unsuitable.

In this regard, You understand that We reserve the right to conclude that Your site is unsuitable in accordance with Our standards, and We may come to such a conclusion even if it is based upon Our opinion, or mere suspicion or belief, even if other sites have been accepted despite having the same or similar characteristics as Your site.

6. Affiliate Relationship.
As an Affiliate, We will make available to You all hyperlinks (Links) and banners necessary to promote and offer the Zipa service, which You may display as many times in any area of Your Site as You desire. The Links will serve to identify Your Site as a member of Our Program and will establish a link from Your Site to Our Site. Notwithstanding Our providing the Links, You are free to promote the service offered at Our Site in any manner You choose provided it does not mislead the Referral about the Zipa service.

7. Our Responsibilities.
We will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for the Zipa service. However, in no event shall Zipa be responsible for lost sales due to technical difficulties preventing Zipa from registering hosting plans of a Referral.

8. Commission Payments/Credit Program.
We will pay You a commission based on the amount of money spend at Our Site by Referrals from Your Site. Your entitlement to a commission will accrue only if the Referral (i) sign up for a hosting plan at Our Site through the use of a Link on Your Site and (ii) remits full payment to Us. You will only be paid from Referrals that are referred from a Web page. Referrals from email or any other source other than a Web page will not be tracked and payment will not accrue. Notwithstanding (i) and (ii), We will pay a commission on any hosting plans that a Referral purchases after the Referral has re-entered Our Site from any source, provided they have registered for a Zipa user account prior to leaving Our Site on their initial visit to Our Site from a Link on Your Site.

Alternatively, in lieu of receiving a commission, You can opt to receive Zipa Credit for the purchase of domain names or hosting services at Our Site (see Paragraph 9 below for more details).

The Program is intended for commercial use only, and You may not purchase hosting plans through the Program for Your own use. Such purchases may result, in Our sole discretion, in the withholding of commissions and/or the termination of this Agreement.

9. Commission/Credit Schedule.
In the event You choose to receive commission money, Your commission will be based on the amount of money spent by users registering hosting plans at Our Site by Referrals from Your Site. Only hosting plans that are sold by Us to users from Your Site linked to Our Site, and for which we have received full payment will qualify for a commission. Commissions will vary based upon the plan sales per each calendar month made through the link on Your Site regardless of the number of months a Referral registers for the plan.

For all hosting plan registrations by a Referral, the commission rate will be a 10% of the total amount spend by a Referral at time of signup.

Additionally, commission payments will be adjusted downwards for Referrals resulting in credits or chargebacks being imposed by the credit card company or moneyback request by a Referral. At Our option, chargeback fees will be subtracted from commission payments.

In the event you choose to receive Credit, You will be awarded US$15.00 Zipa Credit for every US$10.00 otherwise earned in commissions.  Zipa credit can only be redeemed for the purchase of hosting plans or domain names at Our Site or to upgrade you current plans. These monies can not and will not be converted to cash or check once they are applied to your hosting account

10. Payment Schedule.
Commissions will be paid to You in the form of a check, paypal transfer, or hosting account credit based on all commissions earned for the calendar month two months prior from the current month. If the referral is no longer a customer, no payment or credit will be made. Checks will be mailed within the first fifteen (15) business days of each month provided that the commissions total at least US$50.00 for that calendar month as long as Your account has accumulated the minimum payout of at least US$50.00. Otherwise, Your accumulated payout will be carried over to the next month until Your monthly total reaches US$50.00. Zipa's credit will be awarded to You for the prior calendar month provided that Your credit total is at least US$10 for that prior calendar month. Otherwise, your credit payout will be carried over to the next month until Your monthly total reaches US$10. Your account will be credited at a rate of 150% of the dollar amount earned, for use to purcahse Zipa services, within the first fifteen (15) business days of each month.

11. Affiliate Statistics.
A password will be provided to You from Us, which will allow You to have the ability to receive Your sales statistics on a real time basis.

12. Your Responsibilities.
You are solely responsible for ensuring that the content of Your Site complies with all applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if You use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and Your indemnity below will protect Us if You do so. Also, under no circumstances, shall You undertake any action that will or have the tendency to mislead Referrals about the Zipa service.

13. Zipa Policies.
Referrals who use the service offered at Our Site through the Program will be deemed to be users of Zipa. Accordingly, all of Our rules, policies, and operating procedures concerning applications, customer service, and sales of Our service will apply to those users. We may change Our policies and operating procedures at any time and at Our sole discretion.

14. Licenses.
We grant You a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links on Your Site by any means You choose provided they do not mislead the Referral about the Zipa service and (ii) solely in connection with such Links, to use Our logos, trade names, trademarks, and similar identifying material relating to Us (collectively, the Licensed Materials), for the sole purpose of establishing a Link to Our Site so users of Your Site can subscribe to the services at Our Site. You may not alter, modify, or change the Licensed Materials in any way.

1. Other than establishing a Link from Your Site to Our Site, You shall not make any use of any Licensed Materials without first obtaining Our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Us in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We, in Our sole discretion, may revoke Your license at any time, by giving You written notice.
2. You grant to Us a non-exclusive license to utilize Your company name and logo, as the same may be amended from time to time (the Affiliate Trademarks), to advertise, market, promote and publicize in any manner Your participation in the Program or Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote or publicize.
3. The licenses described in this provision shall expire upon the effective date of the expiration or termination of this Agreement.

15. Obligations Regarding Your Site.
You will be solely responsible for the development, operation and maintenance of Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.

16. Termination.
We may terminate this Agreement at any time, with or without cause, by notifying You in writing that We desire to terminate this Agreement.You are only eligible to earn commissions or Zipa credit on sales occurring during the term of this Agreement. Within one (1) day of any termination of this Agreement, the Links established under this Agreement shall be removed by You and You shall discontinue the use of all Licensed Materials set forth in provision 14 above.

17. Suspension of Hosting Plans.
We reserve the right, at Our discretion, to halt or suspend any hosting plans in the event We receive notice that would be sufficient in the courts of the State of Louisiana to satisfy the burden of proof that the use of a hosting plan constitutes infringement or other violation of the rights of any third party.

18. Remedies for Misuse of Account.
Without limiting any other remedies, We may suspend or terminate Your account if You are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with Our Site. Additionally, If You use, or attempt to use Our Program for purposes of, including but not limited to tampering, hacking, modifying or otherwise corrupting its security or functionality, Your account will be terminated, and You will be subject to damages and other penalties under the laws of the State of Louisiana, including criminal prosecution where available (please see Paragraph 19). We also reserve the right to hold payments for transactions We deem suspicious. Furthermore, if You are found to have engaged in any abusive spamming practices, Your account will be subject to immediate termination and denial of payment. Please be aware that a network of contacts with major ISP's is in place, and if You spam, You will be caught. Moreover, Your account will be terminated, and Your account information will be turned over with Your personal information being forwarded to the appropriate organization. You also agree that We may, in Our own discretion, publish on Our Site Your name, contact information, and IP address, along with full header information for any spam activity You have been found to have engaged in.

19. Right to Prosecute and Recover Damages.
We reserve the right to prosecute a civil and/or criminal action against You for any abusive behavior You engage in regarding Your participation in Our Program. You will also be subject to clean up fees for damages incurred by Us for any violation of any term of this Agreement. You hereby authorize Us to charge these fees to Your credit card.

Additionally, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, You agree to pay Us liquidated damages of five dollars (US$5.00) for each piece of spam or unsolicited bulk e-mail transmitted from or otherwise connected with Your account. Otherwise, You agree to pay Us actual damages, to the extent such actual damages can be reasonably calculated. You agree that We may charge such damages to Your Zipa account, Your designated credit card, or other account specified by You for registration of domain names or hosting with Zipa. We also reserve the right to charge You for all administrative costs in connection with any violation by You of any provision of this Agreement, and We reserve the right to bring legal action to enjoin violations and/or to collect damages, if any, caused by violations of this Agreement.

20. Modification. We may modify any of the terms and conditions contained in this Agreement at any time and in Our sole discretion. A change notice will be posted on Our Site and shall be effective after three (3) days after they are posted on Our Site. If any modification is unacceptable to You, Your sole recourse is to terminate this Agreement by expressly stating Your desire to do so in writing and mailed to the address set forth in Paragraph 27 below. Your continued participation in the Program following Our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.

21. No Agency.
This Agreement is not intended to establish any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between You and Us.

22. Denial of Service.
We do not guarantee continuous, uninterrupted or secure access to Our services, and operation of Our Site may be interfered with by numerous factors outside of Our control.

23. Representations and Warranties.
USE OF OUR PROGRAM AND OUR SERVICES ARE FURNISHED AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You.

Each of us (the Warrantor) hereby represents and warrants to the other party as follows:

1. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.
2. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor’s assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.
3. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.
4. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.

You hereby represent and warrant to Us that You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

24. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Us or You or any of Our Referrals provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is in furtherance of the purpose of this Agreement or is generally known or available to the public or through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

25. Damages Disclaimer; Limitation of Liability.
IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.FURTHERMORE, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THESE TERMS AND CONDITIONS RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES, IS LIMITED TO the total commissions or DND’s paid or payable to You under this Agreement. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

26. Indemnification.
You agree to defend, indemnify and hold Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners harmless from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys fees and court costs associated with any claim or action brought against Us for breach of any warranties or representations contained herein, or infringement of any trademark, copyright, or other claim of any kind based upon the registration or other use of a domain name in accordance with this Agreement.

27. Notification.
All notices to Us in connection with this Agreement shall be deemed given as of the day they are received by Us at the following address:

28. Breach of Agreement.
We may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your use of Our Site, if You breach this Agreement in any manner, or if We are unable to verify or authenticate any information You provide to Us.

29. General.
This Agreement shall be governed in all respects by the laws of the State of Louisiana. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between You and Us with respect to the subject matter hereof.

30. Arbitration.
Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New Orleans, Louisiana and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either You or Us may seek any interim or preliminary relief from a court of competent jurisdiction in New Orleans, Louisiana necessary to protect the rights or property of You or Us, pending the completion of arbitration.

$Revision: 1.1.1.1 $
Last Reviewed $Date: 2004/07/17 01:00:49 $