Zero Parallel

Affiliate Agreement

Last Updated: February 27, 2018

THIS AFFILIATE AGREEMENT (the “Agreement”) is entered into by and between Zero Parallel, LLC, a California Limited Liability Company, located at 505 N. Brand Blvd., 16th Floor, Glendale, CA 91203 (“Zero Parallel”), and You, the company or the individual entering into this Agreement (“You”), (collectively, the “Parties”) in connection with Your use of the affiliate network owned and operated by Zero Parallel (the “Network”), which is featured at and accessible through www.ZeroParallel.com (the “Site”).

This Agreement sets forth the Parties’ rights and obligations regarding Zero Parallel’s affiliate program (the “Affiliate Program”).

1. PARTICIPATION IN THE NETWORK AND AFFILIATE PROGRAM

By participating in the Network and the Affiliate Program You will:

a. participate in marketing campaigns offered through the Network (the “Campaigns”);

b. use, distribute, display, perform, copy, transmit, and market the Creative Materials (as defined in Section 2.01, below) made available via the Network solely and exclusively in connection with Your efforts to generate consumer information leads (the “Leads”), valid sales, telephone calls, or other compensable activities (the “Compensable Transactions”) in connection with such Campaigns; and

c. use and advertise those telephone numbers assigned to You as part of Zero Parallel’s “Direct Call” program as described in an Insertion Order.

The services described above, and those other services, determined by Zero Parallel, in its sole discretion from time to time, will be known as the “Services.”

2. CREATIVE MATERIAL

2.01. Creative Material Defined. Zero Parallel will provide You access to the following three forms of advertisements (the “Creative Material”) on the Site for Your download, use, and publication:

a. a registration form with fields tailored to each Campaign (“iFrame Creative”);

b. text links, banner ads, pop-ups, and other material (“Banner Ads”); and

c. a pre-designed web page (a “Private Feed”) to be used with Affiliate’s chosen uniform resource locator (a “URL”).

2.02 Use of the Creative Material.

a. Ownership and License. All Creative Material are and will remain the sole property of Zero Parallel. Unless otherwise noted, all trademarks, copyrights, and other intellectual property associated with the Creative Material are and will remain the sole property of Zero Parallel.

Zero Parallel grants You a terminable, non-exclusive, and non-transferrable license to use the Creative Material only in conjunction with the Campaigns and only subject to the terms and conditions outlined in this Agreement. Zero Parallel may terminate, suspend, or pause Your license to use the Creative Material at any time, with or without notice, for any reason or no reason at all, in its sole discretion.

Notwithstanding the effective date of this Agreement, Zero Parallel may, in its sole discretion, determine the date You may begin using the Creative Material and participate in the Affiliate Program.

b. Control over Creative Material. Zero Parallel may change or revise the Creative Material at any time, in its sole discretion, and You will only use the most recent version of the Creative Material available through the Site. You may not alter or otherwise modify any Creative Material in any way without the express written consent of Zero Parallel. Any actual or attempted alteration, modification, or change to the Creative Material will result in the immediate termination of this Agreement and Your license to the Creative Material, without notice.

Additionally, You may not use the Creative Material in any way or under any circumstances other than as directed by Zero Parallel. You must also obtain Zero Parallel’s prior express written consent before publishing a Private Feed.

2.03 Placement. Zero Parallel may, in its sole discretion, direct the placement of Creative Material. Unless such direction is given, and subject to the terms and conditions of this Agreement, the applicable Campaign, and all applicable laws, rules, and regulations, You may display the Creative Material:

a. as often and in as many areas of the websites You own, operate, and control (the “Affiliate Websites”); or

b. for distribution to those e-mail addresses listed in the e-mail databases You own, operate, and control (the “Affiliate Databases”).

You will immediately comply with all directions and editorial decisions by Zero Parallel to modify, alter, or otherwise adjust the placement or frequency of the Creative Material.

2.04 Restrictions. You will not (nor permit, encourage, or otherwise assist any person or entity to):

a. inflate the number of Compensable Transactions through any deceptive or misleading practice, method, or technology (including through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person);

b. accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs;

c. take control of a user’s computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer;

d. install or execute on a user’s computer one or more additional software programs without the user’s consent (or if such programs are installed with the user’s consent, You must clearly provide instructions to disable the software, such that a user can easily identify and remove the software without undue effort, specialized knowledge, or assistance);

e. promote any creative material that does or is reasonably likely to:

1. contain pornographic or sexual material;

2. promote or entice hate-mongering or animus against any person or group on the basis of race, gender, sexual orientation, religion, ethnicity, political affiliation, or other personal or group identifier;

3. contain displays of violence or threaten physical harm to others;

4. contain rude, offensive, or obscene language;

5. defame, slander, or misrepresent any person or group;

6. contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material;

7. promote any type of illegal substance or activity under Federal, state, or local law;

8. misrepresent an affiliation with a person or entity; or

9. be unfair, deceptive, abusive, misleading, or otherwise fraudulent or false.

2.05 Infringement. You will not infringe upon the intellectual property rights of any third party, including trademarks, copyrights, patents, trade secrets, and any other intellectual property, whether registered or unregistered. Zero Parallel will pause Your traffic if You are found using any intellectual property in an improper manner, including the names and logos of third party companies, whether or not those names and logos are visible to the public on the website, in meta tags, in source code, or in any other way. You will not be permitted to resume activity on the Network until the infringement episode has been resolved to the satisfaction of Zero Parallel. Zero Parallel reserves the right to disclose Your contact information to any party making a credible claim of infringement.

2.06 Web Crawler. You will publish quality marketing copy which complies with this Agreement, industry best practices, and applicable state and federal law, provides the necessary consumer disclosures, and does not mislead consumers. To monitor Your compliance with this Agreement, industry best practices, and applicable law, Zero Parallel will employ a website “crawler.” You consent to Zero Parallel’s use of the crawler and You will not take any action which impedes or impairs the web crawler’s activities.

3. TRACKING

Zero Parallel will include in all Creative Materials a special transaction tracking code (the “Transaction Tracking Code”). You will not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Zero Parallel in connection with any and all Creative Materials. All determinations made by Zero Parallel in connection with the Creative Materials will be final and binding on You.

Zero Parallel expressly reserves the right to seed applicable data in order to monitor Affiliate’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.

4. PAYMENT

4.01 Calculation. Zero Parallel will compile, calculate, and post on the Site, data derived from the Transaction Tracking Codes and supplementary sources used by Zero Parallel to determine the amount You will be paid.

The amount You will be paid (the “Commissions”) will be determined by the number of Accepted Leads You produce during a given period as calculated through the Transaction Tracking Codes (the “Payment Data”) at the rate set forth in the applicable Insertion Order. If, for any reason (including impairment of the Transaction Tracking Codes), Zero Parallel is unable or fails to provide You with accurate or complete Payment Data, Zero Parallel will calculate Compensable Transactions (“Projected Compensable Transactions”), based upon:

a. Your average weekly Compensable Transactions recorded by Zero Parallel for the applicable Campaign, prorated for any shorter or longer period of time, where Payment Data needed to calculate such a weekly average is available; or

b. such amount that Zero Parallel reasonably determines is due, in its sole discretion, where Payment Data needed to calculate such a bi-monthly average is unavailable.

4.02 Disputes. Any questions or disputes regarding the Payment Data must be submitted in writing to Zero Parallel via certified mail, addressed to 505 N. Brand Blvd., 16th Floor, Glendale, CA 91203 or emailed to info@zeroparallel.com within five business days of the date that the Payment Data is posted on the Site. If You fail to provide the notice described in this Section 4.02, then You will be deemed to have accepted the Payment Data. You and Zero Parallel will attempt to resolve all Payment Data disputes through good faith negotiations. If the Parties fail to reach a resolution after a good faith effort within 30 days, You may bring a cause of action before an American Arbitration Association arbitration tribunal in Los Angeles, California, according to the rules of the American Arbitration Association then in effect.

4.03 Timing. Zero Parallel will pay Commissions on a weekly basis approximately seven days after the end of the prior week for all Commissions earned during such period, provided that You must meet the payment threshold for Your elected payment method (the “Payment Threshold”). If You choose to receive payment by check or through the WebMoney or PayPal services the Payment Threshold will be $100. If You choose to receive payment via ACH or wire transfer, the Payment Threshold will be $1,000. If Your account accrues a balance below the applicable Payment Threshold You will not receive Commissions earned during the prior period, and will receive Commissions on the payment period date at which an amount equal to or greater than the respective Payment Threshold has been met. All payments will be in U.S. Dollars. Zero Parallel may require You to provide an IRS Form W-9, or similar tax identification information, prior to receiving any Commission payments.

Upon termination of this Agreement, Zero Parallel will pay You Commissions, even amounts below the Payment Threshold, during the next payment period, subject to Zero Parallel’s right to withhold or cancel Commission payments to you as set forth in Section 4.04, below. Zero Parallel will not pay Affiliate any Commissions that arise: (a) before Affiliate is accepted into the Network; or, (b) after termination of this Agreement or any applicable Campaign.

4.04 Validation of Leads. A Lead will be a “Valid Lead” if it:

a. is not a computer generated user, such as a robot, spider, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person, and

b. has submitted information that meets all of Zero Parallel’s criteria.

Zero Parallel will have no obligation to pay for any data that it or the end buyer of the Lead (an “Advertiser”), as appropriate, determines, in its respective sole discretion, does not constitute a Valid Lead (an “Invalid Lead”). If, after tendering payment, Zero Parallel or an Advertiser determines that a Lead is an Invalid Lead,

y. Zero Parallel will reduce or withhold any future payment to You up to the amount paid for any previous Invalid Leads, or

z. You will refund Zero Parallel the amount paid for the Invalid Lead if You have not accrued sufficient Commissions to offset the cost of the Invalid Leads for a given period.

4.05 Referral Revenue. If You refer an individual or entity to Zero Parallel who also becomes an active affiliate participating in the Network (a “Referral”) You will receive payments (the “Referral Revenue”) equal to 3% of the gross revenue Zero Parallel collects from Advertisers as a result of each Referral’s participation in the Network as an affiliate.

a. Qualification. To qualify as a Referral, the individual or entity You refer must:

i. complete an Application;

ii. be separate and independent from any current Affiliate;

iii. not have previously registered, or attempted to register with Zero Parallel as an affiliate an Advertiser;

iv. not provide a fraudulent, incomplete, or duplicate Application;

v. identify You as the party that referred it to Zero Parallel at the time that the prospective Referral registers with Zero Parallel; and

vi. have the Application approved by Zero Parallel according to its standard verification procedures.

b. Fraudulent Referrals. If You are found tampering with or engaging in fraud in connection with this Referral program, You will be: (i) terminated from the Network; (ii) disqualified from receiving any associated Referral Revenue; and (iii) subject to all other remedies available to Zero Parallel at law and in equity resulting from such fraud

Zero Parallel may terminate or modify the Referral program at any time in its sole discretion.

5. Data Ownership; License

Zero Parallel will have sole ownership of all Leads and data associated with the Leads You generate in connection with this Agreement irrespective of if a Lead is a Valid Lead or an Invalid Lead. As such, You will not:

a. transfer, export, display, forward, or otherwise share any Leads or data associated with the Leads to or with any third party, or

b. use any Leads or data associated with the Leads on Your own behalf in any manner not expressly authorized by Zero Parallel.

6. SUB-AFFILIATES

For purposes of this Agreement, any of Your partners, associates, contractors, representatives, or agents that participate in or performs any activities for You as a part of the Network will be a “Sub-Affiliate.”

All Sub-Affiliates must be pre-approved by Zero Parallel and Zero Parallel may withhold or refuse approval of any Sub-Affiliate for any reason or no reason at all, and Zero Parallel may revoke its approval of any Sub-Affiliate at any time, with or without notice, for any reason or no reason at all.

You will not provide Creative Material to any Sub-Affiliate without prior approval by Zero Parallel in writing. All Sub-Affiliates must comply with the obligations required of You under this Agreement and You will be liable for all of the acts or omissions of its Sub-Affiliates.

7. RULES AND REGULATIONS

Incorporated into this Agreement are Zero Parallel’s Affiliate Rules and Regulations (the “Rules and Regulations”) for the purposes of outlining specific mandatory and specific prohibited conduct as well as technical and operational standards You must meet in order to participate in the Affiliate Network. You must agree to the Rules and Regulations in order to be admitted into the Affiliate Network. You will be notified of changes to the Rules and Regulations via a pop-up, pop-under, or other similar automated notification as such updates are released when You login to Your account. You must agree to all updates to the Rules and Regulations as Zero Parallel may promulgate from time to time as they are released in order to continue to participate in the Affiliate Network.

8. TERM AND TERMINATION

8.01. Term. The term of this Agreement will begin when Zero Parallel accepts Your application to become and Affiliate and will continue until terminated by either Party as set forth below.

8.02. Termination by You. You may terminate this Agreement at any time, with three days’ notice by sending Your termination in writing to affiliatecancelation@zeroparallel.com.

8.03. Termination and Suspension by Zero Parallel. Zero Parallel may suspend or terminate this Agreement or Your participation in the Network at any time, with or without notice, for any of the following reasons:

a. You inflate the number of Compensable Transactions through any deceptive or misleading practice, method, or technology (including through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person);

b. You accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs;

c. You take control of a user’s computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer;

d. You install or execute on a user’s computer one or more additional software programs without the user’s consent (or if such programs are installed with the user’s consent, You must clearly provide instructions to disable the software, such that a user can easily identify and remove the software without undue effort, specialized knowledge, or assistance to);

e. You promote any creative material that does or is reasonably likely to:

1. contain pornographic or sexual material;

2. promote or entice hate-mongering or animus against any person or group on the basis of race, gender, sexual orientation, religion, ethnicity, political affiliation, or other personal or group identifier;

3. contain displays of violence or threaten physical harm to others;

4. contain rude, offensive, or obscene language;

5. defame, slander, or misrepresent any person or group;

6. contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material;

7. promote any type of illegal substance or activity under Federal, state, or local law;

8. misrepresent an affiliation with a person or entity; or

9. be unfair, deceptive, abusive, misleading, or otherwise fraudulent or false.

f. You infringe upon the intellectual property rights of any third party, including trademarks, copyrights, patents, trade secrets, or any other intellectual property, whether registered or unregistered, including the names and logos of third party companies, whether or not those names and logos are visible to the public on the website, in meta tags, in source code, or in any other way;

g. You modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Zero Parallel in connection with any and all Creative Materials;

h. You use the Creative Material in any way or under any circumstances other than as directed by Zero Parallel;

i. You alter or otherwise modify any Creative Material in any way without the express written consent of Zero Parallel;

j. You violate any provision of the Rules and Regulations; or

k. You take any action or fail to take any action that causes Zero Parallel concern for its business, the business of any Advertiser, or the integrity of the Affiliate Network.

Determination of any of the causes listed in this Section 8.03, above will be in Zero Parallel’s sole discretion and such determination will be final and binding on You. For the purposes of this Section 8.03, any reference to “You” will mean You and all Sub-Affiliates.

8.04. Effect of Termination. Upon suspension or termination of this Agreement for any reason:

a. You will immediately cease using and remove from the Affiliate Websites all Creative Material or other materials made available to You in connection with Your participation in the Network;

b. You will immediately cease transmitting or causing to transmit all e-mails in connection with all Campaign;

c. All licenses and rights granted to You in connection with this Agreement will immediately cease and terminate; and

d. All Confidential Information (as defined herein below), Creative Material, or proprietary information of Zero Parallel that is in Your possession or control must be immediately returned, deleted, or destroyed. If requested, Affiliate or an authorized officer of Affiliate will certify in a signed writing that all such confidential or proprietary information has been returned, deleted, or destroyed.

8.05. Force Majeure. Zero Parallel will not be liable, or be considered to be in breach of this Agreement, on account of Zero Parallel’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond Zero Parallel’s reasonable control which Zero Parallel is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”).

If any such Force Majeure Event occurs causing telecommunications, Internet, or network failure, slowdown, outages, or inconsistency, including acts of God, fires, explosions, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Zero Parallel will give Affiliate notice and will use commercially reasonable efforts to mitigate the impact of any such event as promptly as possible.

9. REPRESENTATIONS, WARRANTIES, AND COVENANTS

As a material inducement to Zero Parallel accepting You into the Affiliate Network, providing You with the Creative Material, and paying You Commissions You represent, warrant, and covenant the following:

9.01. Power and Authority/Valid Execution. If You are a natural person, You are an adult by the laws of where You live, You are allowed and capable of entering into a contract, and You are entering into this Agreement of Your own free will.

If You are an entity, You are organized and authorized to do business in and by the jurisdiction in which You are domiciled and in every jurisdiction in which You conduct business. The person executing this Agreement on Your behalf is an officer, partner, or other person duly authorized by You to obligate You to a contract.

This Agreement constitutes Your legal, valid, and binding obligation which is fully enforceable against You in accordance with its terms.

9.02. Laws and Regulations. You are familiar with, have at all times in the past complied with, currently comply with, and will continue to comply with in the future the all statutes, rules, and regulations applicable to Your participation in the Affiliate Network, as may be amended or replaced from time to time (collectively, the “Laws”) including:

a. Dodd-Frank Wall Street Reform and Consumer Protection Act including Sections 1031 and 1036 (12 U.S.C §§5531, 5536);

b. Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§6101-6108), the Telemarketing Sales Rule (16 C.F.R. pt. 310), the Telephone Consumer Protection Act (42 U.S.C. 227 and the corresponding regulations at 47 C.F.R §§ 64.1200 – 64.1202), and all applicable state Do Not Call List requirements;

c. Gramm-Leach Bliley Act (15 U.S.C. §§6801-6809) and Regulation P (12 C.F.R. pt. 1016);

d. CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701-7713);

e. Fair Credit Reporting Act (15 U.S.C. §1681) and Regulation V, (12 C.F.R. pt. 1022);

f. Equal Credit Opportunity Act (15 U.S.C. §1691 et seq.);

g. Section 5 of the FTC Act (15 U.S.C. §45);

h. Truth-in-Lending Act (15 U.S.C. §1601 et seq.) and Regulation Z (12 C.F.R. part 226);

i. Fair Debt Collection Practices Act (15 U.S.C. §§ 1692 –1692(p));

j. Federal Communications Act (47 U.S.C. § 151 et seq.); and

k. California Financial Privacy Act and any other relevant local, state, federal or international laws

9.03. Intellectual Property. You own or possess a valid and current license to use all intellectual property that you use in the conduct of your business, and will not in the future infringe on any intellectual property rights of any other party of any kind, whether registered or unregistered.

9.04. Data Security. You have at all times in the past implemented, currently implement, and will continue to implement in the future such administrative, physical, and technical security measures as required by applicable laws, rules, and regulations or as necessary, to:

a. ensure the secure handling, transmission, storage, and disposal of any personally identifiable information (“PII”) which You hold, handle, or transmit;

b. protect against any threats or hazards to the security and integrity of such PII;

10. DISCLAIMERS/LIMITATION OF LIABILITY

THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

NEITHER ZERO PARALLEL NOR ANY OF ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS MAKE ANY WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE.

ZERO PARALLEL DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE.

IN NO EVENT WILL ZERO PARALLEL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOST OPPORTUNITY, LOSS OF BUSINESS REPUTATION, OR THE LIKE) TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING YOU, OR YOUR RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, AT LAW OR IN EQUITY EVEN IF ZERO PARALLEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL ZERO PARALLEL BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM YOUR PARTICIPATION IN THE NETWORK.

ZERO PARALLEL WILL NOT BE HELD LIABLE FOR ANY DAMAGES, HOWEVER SUFFERED BY YOU, IN THE EVENT THAT ZERO PARALLEL PUBLISHES YOUR CONTACT INFORMATION (INCLUDING, BUT NOT LIMITED TO, HOME ADDRESS, PHONE NUMBER, AND EMAIL ADDRESS) ON ANY “BLACKLIST” AFTER YOU HAVE ENGAGED IN FRAUDULENT ACTIVITIES.

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A MATERIAL INDUCEMENT TO ZERO PARALLEL ACCEPTING YOU INTO THE AFFILIATE NETWORK.

11. INDEMNIFICATION

11.01. Duty to Indemnify. You will defend, indemnify, and hold harmless Zero Parallel and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers, and agents (collectively, the “Zero Parallel Indemnified Parties”), from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney’s fees, that are incurred by any Zero Parallel Indemnified Party (collectively, “Losses”), arising out of or related to any action, inspection, inquiry, investigation, or third-party claim alleging:

a. breach or non-fulfillment of any provision of this Agreement by You, any Sub-Affiliates, or Your personnel;

b. any negligent act or omission of You, any Sub-Affiliates, or Your personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement, the use of the Creative Material or the access of the Platform; or

c. any failure by You, any Sub-Affiliates, or Your personnel to comply with Laws in Your operation of Your business, use of the Creative Material, or the performance of its obligations under this Agreement.

11.02 Claim Notice. Zero Parallel will give You notice (a “Claim Notice”) within 10 days after obtaining knowledge of any Losses or discovery of facts on which Zero Parallel intends to base a request for indemnification under Section 11.01, above. Zero Parallel’s failure to provide a Claim Notice to You under this Section 11.02 does not relieve You of any liability that it may have to Zero Parallel, but in no event will You be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Your duty to defend applies immediately, regardless of whether Zero Parallel has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.]

11.03 Zero Parallel’s Control of Defense. Notwithstanding anything to the contrary in this Section 11, Zero Parallel may select its own legal counsel to represent its interests, direct its defense, and resolve any matter in its sole discretion and You will:

a. reimburse Zero Parallel for its costs and attorneys’ fees immediately upon request as they are incurred; and

b. remain responsible to Zero Parallel for any Losses indemnified under Section 11.01, above.

12. CONFIDENTIALITY

12.01. Confidential Information Defined. For purposes of this Agreement, “Confidential Information” will mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including:

a. a Party’s business plans, strategies, know-how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets, and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format;

b. information marked or designated by either Party as confidential;

c. information otherwise disclosed by either Party in a manner consistent with its confidential nature;

d. the terms and conditions of this Agreement and related Campaigns; and

e. with respect to Zero Parallel, the Leads and all associated data.

12.02. Recipient Obligations. The Receiving Party will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent (subject to the terms of this Agreement).

Additionally, the Receiving Party will not use Disclosing Party’s Confidential Information for any purpose other than as expressly set forth in this Agreement and will restrict disclosure of Confidential Information to its employee(s), authorized agent(s), or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) or independent contractor(s) will be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than it uses with respect to its own information of like character, to prevent disclosure of any Confidential information, and who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

The Receiving Party agrees that in the event of a breach of this Section 12, such breach would result in immediate and irreparable harm to the Disclosing Party and monetary damages for breach of these confidentiality provisions may not be adequate, and the Disclosing Party will be further entitled to injunctive relief, without the requirement to post bond.

This Section 12 will survive any termination of this Agreement until such time as all Confidential Information is no longer confidential.

12.03 Permitted Disclosure by Zero Parallel. Zero Parallel may disclose Your Confidential Information to government regulators during the course of regulatory inspections, investigations, inquiries, or enforcement actions without providing You notice. Additionally, You expressly authorize Zero Parallel to disclose Your contact information to any owner or lawful holder of intellectual property upon which You have infringed, upon reasonable belief of such infringement. Zero Parallel may also publish Your contact information on any “blacklist” as a response to Your fraudulent activity.

13. NON-CIRCUMVENTION

You will not circumvent Zero Parallel’s relationship with any of its affiliates, Advertisers, or third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing, or promotional services similar to the services performed by affiliates in the Network for any affiliate, Advertiser, or third-party publisher that is known, or should reasonably be known, by Affiliate to participate in the Network, during the term of this Agreement and for the six-month period following termination or expiration of this Agreement. That being said, To the extent that You can show that any such affiliate, Advertiser, or third-party already obtained such services from You prior to the date of this Agreement, You will not be prohibited from continuing such relationship.

You agree that monetary damages for Your breach, or threatened breach, of this Section 13 may not be adequate to cure the irreparable and immediate injury caused to Zero Parallel as a result of such breach, and that Zero Parallel will be entitled to: (a) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; or (b) any and all other remedies available to Zero Parallel at law or in equity.

14. MISCELLANEOUS

14.01 Entire Agreement. This Agreement, along with the Rules and Regulations, constitutes the entire agreement of You and Zero Parallel concerning Your participation in the Affiliate Network, and it supersedes all prior agreements, communications, and understandings of the Parties.

14.02 Amendment/Waiver. This Agreement may not be amended, modified, or supplemented in any manner, and no provision of this Agreement may be waived, whether by course of conduct or otherwise, except by an instrument in writing signed by both Parties.

14.03 Severability. Should any clause, section, or provision of this Agreement be held or declared to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction or an arbitration tribunal properly empaneled according to Section 14.10, below, all other clauses, sections, and provisions of this Agreement which can be effected without such invalid, illegal or unenforceable clause, section, or provision will nevertheless continue in full force and effect. Upon a determination that any clause, section, or provision is invalid, illegal or unenforceable, the court or arbitration tribunal may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

14.04 Construction. Any reference to any Federal, state, local, or foreign statute or law means such statute as amended from time to time, and includes any successor legislation thereto and any rules or regulations promulgated thereunder, unless the context requires otherwise. The word “including” means including without limitation and the word “or” is not exclusive. The headings contained in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

14.05 Binding Effect. The terms of this Agreement will be binding on, and inure to the benefit of Zero Parallel and You and its and Your respective legal representatives, successors, and permitted assigns.

14.06 Assignment. You may not assign this Agreement or any of Your rights, interests, or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Zero Parallel, and any such attempted assignment will be null and void.

14.07 Notices. Any notices required or permitted under this Agreement will be given to the appropriate Party through the e-mail addresses provided in this Agreement or at such other address as the Party will specify in writing. Unless otherwise specified, such notice will be effective when received.

14.08 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Electronic signatures will be sufficient to bind the Parties to this Agreement.

14.09 Choice of Law. This Agreement is governed and will be construed in accordance with the laws of the State of California excluding its conflict of laws principals.

14.10 Arbitration. Except for claims involving injunctive relief, any claim or controversy arising out of or relating to this Agreement will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.

a. The Award. The award rendered by the arbitrator(s) will be final, non-reviewable, and non-appealable and binding on the Parties and may be entered and enforced in any court having jurisdiction, and any court where a Party or its assets is located (to whose jurisdiction the Parties explicitly and unconditionally consent for the purposes of enforcing the award).

b. Venue for Arbitration. The arbitration will be conducted in Los Angeles County, California.

c. Confidentiality. Except as may be required by law, neither a Party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right.

d. No Consolidation of Claims. Any such claim or controversy will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party, unless in its sole judgment, Zero Parallel desires to consolidate the legal controversy of two or more parties in any legal action.

14.11 Injunctive Relief. Zero Parallel may seek any temporary or permanent injunctive relief from a court of competent jurisdiction in California necessary to protect its rights pending the completion of arbitration.

14.12 Costs of Dispute Resolution. If Zero Parallel institutes any arbitration, suit, action, or proceeding against You arising out of or relating to this Agreement, including contract, equity, tort, fraud, and statutory claims, it will be entitled to receive, and You will pay, in addition to all other remedies to which Zero Parallel is entitled, the costs and expenses incurred conducting the arbitration, suit, action, or proceeding, including attorney’s fees and expenses, court costs and fees, and expenses of experts and vendors employed in the pursuit of any such arbitration, suit, action, or proceeding, even if not recoverable by law (including all fees, taxes, costs, and expenses incident to appellate, bankruptcy, and post-judgment proceedings).

14.13 Record Keeping; Audit Rights. You will maintain true and correct books containing a record of all information pertinent to Your participation in the Network during the term of this Agreement and for two years after its termination. Zero Parallel or its agents will be entitled to review, at Zero Parallel’s expense, during regular business hours and upon not less than five days’ written notice, such relevant books and records for the purpose of verifying Your compliance with the terms of this Agreement and all applicable laws, rules, and regulations. If Zero Parallel discovers any breach of this Agreement or violation of any applicable laws, rules, or regulations, then the audit will be at Your sole cost and expense, Zero Parallel may pursue all remedies available to it at law or in equity, and Zero Parallel may terminate this Agreement.