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Important: Before submitting this information, please read our affiliate program terms and code of conduct below. By pressing the Submit button, you indicate that you agree and have read and understand the Yazzle Partners Affiliate Program Terms and Code of Conduct. You also agree to receive required technical, administrative and legal notices from Yazzle Partners electronically.
 

TERMS & POLICIES
YAZZLE DISTRIBUTION AGREEMENT BEFORE VIEWING, DOWNLOADING, TAKING POSSESSION OF, OR OTHERWISE USING THE SOFTWARE (AS DEFINED BELOW), YOU (THE "DISTRIBUTOR") MUST AGREE TO ALL OF THE TERMS OF THIS DISTRIBUTION AGREEMENT (THE "AGREEMENT"). PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY REGISTERING AS AN AFFILIATE OF YAZZLE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH YAZZLE ("YAZZLE") AND YOU ARE REPRESENTING THAT YOU ARE AUTHORIZED TO BIND, AND THAT YOU HEREBY DO BIND, YOUR COMPANY (IF ANY), AS IDENTIFIED BY YOU IN CONNECTION WITH THE SOFTWARE DOWNLOAD PROCESS, AS A PARTY TO THIS AGREEMENT, AS OF THE DATE YOU DOWNLOAD THE SOFTWARE (THE "EFFECTIVE DATE"). YOU ARE ALSO ACKNOWLEDGING THAT (I) YAZZLE MAY MODIFY THE TERMS AND CONDITIONS OF THIS AGREEEMENT AT ANY TIME BY POSTING A NOTICE OF, AND INTERNET LINK TO, THE MODIFIED VERSION OF THIS AGREEMENT ON ITS WEBSITE AT HTTP://WWW.YAZZLE.NET AND (II) BY CONTINUING TO USE THE SOFTWARE AFTER EACH SUCH MODIFICATION, YOU AGREE TO BE BOUND BY SUCH REVISED TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT REGISTER FOR AN ACCOUNT WITH YAZZLE. 1. DEFINITIONS "Bundled Product" means any bundled software made available by Distributor to potential End Users that contains the Software and a Product, including without limitation, any website, web page, web content, software, software application, web application, computer functionality or other computer programming that contains the Software and any Product. "Competing Software" means any downloadable software which displays advertisements or offers that are contextually targeted to potential End Users' browsing activities and/or are based on uniform resource locator addresses ("URLs"), search terms or HTML content of web pages, or any downloadable software which provides features or functionality substantially similar to that provided by the Software. "End User" means any person or entity licensed by Yazzle to use the Software pursuant to an End User License. "End User License" means Yazzle' End User License Agreement and Privacy Policy regarding use of the Software by an End User, as amended and in effect from time to time. The current version of the End User License is attached available at http://www.Yazzle.net/eula.php. Yazzle reserves the right to amend the terms of the End User License at any time. "Product" means any software, software application, website, web page, web application, computer functionality, other computer programming or any portion of any of the foregoing (other than the Software) created, owned or distributed by Distributor. "Software" means any software, software application, bundled software or portion of any of the foregoing created, owned or distributed by Yazzle provided to Distributor in connection with this Agreement. "Unique US Installation" means any installation of the Software which (i) occurs during the Term (as defined in Section 5), (ii) results directly from Distributor's distribution of a Bundled Product (iii) is reported by the Yazzle tracking system as a successful installation, (iv) does not originate from a domain or on a computer owned, operated or licensed by Distributor or any of its employees, agents, contractors or affiliates, (v) is not made by or at the direction of Distributor or any of its employees, agents, contractors or affiliates, (vi) Yazzle determines, in its sole discretion, to have occurred on a computer located in the United States and (vii) occurs on a computer on which no Software was previously installed. 2. LICENSE Subject to the terms and conditions in this Agreement, Yazzle hereby grants Distributor a non-exclusive, non-transferable, non-sublicensable license to (i) use, copy and display the Software internally for the purpose of integrating the Software into and distributing Bundled Products and (ii) distribute the Software as part of Bundled Products, in each case, in accordance with the terms and conditions of this Agreement. Additionally, Yazzle hereby grants Distributor a limited, non-exclusive, non-transferable, non-sublicensable license to use the Logo and the Link (as those terms are defined in Section 3(h)) solely as contemplated by and in accordance with Section 3(h) of this Agreement. 3. DISTRIBUTOR OBLIGATIONS a. Bundling and Notices. Distributor shall only distribute the Software as part of a Bundled Product that includes a copy of the End User License, and Distributor shall cause all Yazzle copyright and restrictive rights notices appearing in the Software to be retained in the Software, as integrated into all Bundled Products. b. End User Must Accept End User License Agreement. Distributor shall ensure, and shall include in each Bundled Product such security and other devices and measures as may be necessary to ensure, that (i) the Software is downloaded each time the Bundled Product is downloaded and that (ii) in order to complete each download of the Software (each a "Download"), each End User is required to affirmatively accept (e.g., by clicking a button labeled "I Accept", "Yes" or some other affirmative act), and in fact accepts, the terms and conditions of the End User License, including, but not limited to, instances in which Downloads occur through advertising via "ActiveX" technology, regardless of the security level settings of the End User's Internet browser. DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT IF YAZZLE HAS REASON TO BELIEVE OR DETERMINES, IN ITS SOLE DISCRETION, THAT DISTRIBUTOR HAS NOT COMPLIED WITH THE REQUIREMENTS OF THIS SECTION 3(b) WITH RESPECT TO EACH AND EVERY END USER, THEN IN ADDITION TO AND NOT IN LIEU OF ANY OTHER REMEDIES AVAILABLE PURSUANT TO THIS AGREEMENT, AT LAW OR IN EQUITY, YAZZLE WILL BE ENTITLED TO IMMEDIATELY CEASE PAYMENT OF ALL PER INSTALL PAYMENTS DUE AND WITHHOLD SUCH PAYMENTS UNTIL SUCH TIME AS DISTRIBUTOR PROVIDES TO YAZZLE WITH DEFINITIVE PROOF THAT DISTRIBUTOR HAS IN FACT COMPLIED WITH SUCH REQUIREMENTS IN ALL RESPECTS. c. No Fraud. Distributor shall not take any action intended to create any Unique US Installation using robots, frames, iframes, scripts, or the manual "refreshing" of web pages, for the purpose of creating commissions without a unique End User (any of the foregoing referred to herein as "Fraud"). Distributor agrees to inform Yazzle immediately of each and every Per Install Payment (as defined in Section 4(b)) that it believes may not have resulted from a corresponding, legitimate, Unique US Installation (each an "Illegitimate Installation") and shall maintain adequate books and records to justify each Per Install Payment received under this Agreement. Yazzle may audit the relevant books and records of Distributor to ensure against Fraud upon reasonable notice to Distributor. Any such audit shall be conducted during regular business hours at Distributor's offices and shall not unreasonably interfere with Distributor's business activities. DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT IF, AT ANY TIME, YAZZLE HAS REASON TO BELIEVE OR DETERMINES, IN ITS SOLE DISCRETION, THAT DISTRIBUTOR HAS NOT COMPLIED WITH THE REQUIREMENTS OF THIS SECTION 3(c) WITH RESPECT TO DISCLOSURE OF ILLEGITIMATE INSTALLATIONS IN EACH INSTANCE, THEN IN ADDITION TO AND NOT IN LIEU OF ANY OTHER REMEDIES AVAILABLE PURSUANT TO THIS AGREEMENT, AT LAW OR IN EQUITY, YAZZLE WILL BE ENTITLED TO IMMEDIATELY CEASE PAYMENT OF ALL PER INSTALL PAYMENTS DUE AND WITHHOLD SUCH PAYMENTS UNTIL SUCH TIME AS DISTRIBUTOR PROVIDES TO YAZZLE DEFINITIVE PROOF TO YAZZLE SATISFACTION THAT NO FRAUD HAS OCCURRED. ADDITIONALLY, IF, AT ANY TIME, YAZZLE DETERMINES THAT IT HAS MADE ANY PER INSTALL PAYMENT FOR ANY ILLEGITIMATE INSTALLATION (EACH AN "OVERPAYMENT"), YAZZLE MAY INVOICE DISTRIBUTOR FOR THE AMOUNT OF ALL SUCH OVERPAYMENTS, DISTRIBUTOR SHALL IMMEDIATELY PAY THE AMOUNT OF SUCH INVOICE TO YAZZLE UPON RECEIPT OF SUCH INVOICE, AND YAZZLE MAY, IN ITS SOLE DISCRETION, TERMINATE THIS AGREEMENT. Distributor acknowledges and agrees that it, and its affiliates, will only have one (1) Yazzle account and that self-referrals for affiliate accounts are strictly prohibited. Distributor's account may list multiple domains. d. Exclusivity. Distributor shall not, under any circumstances, distribute or contribute to the distribution of any Competing Software. Any violation of this Exclusivity clause must be remedied within 14 days of notification of such violation by Yazzle. e. Non-interference. Distributor shall not, under any circumstances, or at any time, either during or after the Term, distribute any software, or contribute in any way to the distribution of any software, that could or is intended to disable or interfere with the performance of the Software. f. Safe Products. Distributor agrees that all uniform resource locator addresses (each a "URL"), images and other components of each Product are, and will be, safe, secure and virus free ("Safe") throughout the Term. If at any time it is determined that any Product bundled with Software is not Safe, Distributor will cease all use of the Software immediately. Distributor acknowledges that Yazzle ensures consumers that all Bundled Products are Safe and does so solely in reliance upon Distributor's agreements, representations and warranties as set forth in this Agreement. Accordingly, Distributor agrees to (i) take all necessary steps within reason to ensure that all Bundled Products are Safe on an ongoing basis, (ii) inform Yazzle if it determines that any Bundled Product is not Safe and (iii) provide each End User with Yazzle' help e-mail address and instructions on how to report Distributor's website or Products to Yazzle if such Products or website are not Safe. Distributor agrees that if Yazzle receives any complaint from one of Distributor's visitors asserting that any Product is not Safe, Yazzle may audit to ensure compliance with the terms of this Agreement upon reasonable notice to Distributor. Any such audit shall be conducted so as not to unreasonably interfere with Distributor's business activities. g. No SPAM. Distributor will not use or cause to be used any Bundled Product to send email to lists or groups from which it does not have corresponding clear permission, and any and all emails sent using any Bundled Product shall be in compliance with the CAN-SPAM Act of 2003 (15 U.S.C. §7701). Distributor will not send email relating to any Bundled Product to lists or groups from which it does not have corresponding clear permission. Distributor may, however, place banners or URLs relating to any Bundled Product within its newsletters, in content of its website, on consoles or within other web related content. h. Use of Logo. Each website or web page from which a Bundled Product may be accessed, downloaded or installed may include, but only in a manner and size approved by Yazzle, the "Powered by Yazzle Affiliate Network" logo, as provided by Yazzle (the "Logo"), and a URL accessible by End Users that identifies Yazzle' website (each a "Link"). Distributor agrees that if it uses the Logo (i) Distributor will only use the Logo in such form or forms as Yazzle may provide to Distributor for such purpose from time to time, in each case with all indicators (e.g. "™" or "®") and other proprietary rights notices as Yazzle may prescribe, without any alteration, erasure, overprinting or other change of any kind and (ii) Distributor shall not use the Logo in any manner that is (a) inconsistent with this Agreement, (b) inconsistent with any guidelines for such use as may be established by the Yazzle from time to time or (c) likely to confuse, mislead or deceive the public, or to be adverse to the best interests of Yazzle. Distributor shall only use the Logo in connection with the then current version, or the immediately preceding version, of the Software and shall maintain the quality of all Products, Bundled Products and related advertising and other materials at a level that meets or exceeds highest industry standards and that is at least commensurate with the quality that Yazzle may require from time to time. If notified in writing by Yazzle of any deficiency in conformance to any of the foregoing restrictions, or if Distributor's use of the Logo, or any Bundled Product, is deficient in quality or otherwise not in compliance with this Agreement, Distributor shall cure such deficiencies promptly (and in any event within thirty (30) days after such notice), and failing such cure, Distributor shall promptly cease using the Logo at the end of such thirty (30) day period and Yazzle may terminate this Agreement immediately without further notice. If Yazzle determines, in its sole discretion, that Distributor's use or continued use of the Logo in any given country or jurisdiction may subject Yazzle or its officers, directors or affiliates to any legal liability or may jeopardize Yazzle' rights in the Logo in any such country or jurisdiction, Member shall promptly cease all use of the Logo in such designated countries or jurisdictions upon written notice of such determination from the Yazzle. The parties acknowledge that the presence of a Logo or Link on Distributor's website(s) or web page(s) is not an endorsement of Distributor, any Product or Bundled Product or the content displayed on or accessible from Distributor's website. i. Referral Commissions. Yazzle pays a per-install commission to affiliates for every Yazzle download originating from an affiliate.s referral code (also called Level 2 or L2 installs). In order to continue to receive referral commissions, the referring affiliate must remain an active affiliate and continue to promote Yazzle.s affiliate program. By definition, to remain an active Yazzle affiliate one must register at least one (1) new sign-up or ninety (90) new downloads to the Yazzle Partners program every three (3) months. Failure to do so may result in forfeiture of future commissions. 4. YAZZLE OBLIGATIONS a. Yazzle shall provide Distributor with access to the Software in the form distributed by Yazzle upon Distributor's acceptance of this Agreement. At no charge to Distributor, Yazzle may from time to time provide Distributor with modifications, updates or improvements to the Software. b. For each Unique US Installation, Yazzle shall pay Distributor a "Per Install Payment" in an amount in accordance with Yazzle' standard commercial fee schedule in effect at the time of such installation. Yazzle' current standard commercial fee schedule is attached hereto as Schedule A and Yazzle reserves the right to modify same at any time and from time to time in its sole discretion. All unpaid Per Install Payments will be due and payable to Distributor on the day thirty (30) days after the end of each Earnings Period (as defined below) as of the end of which the total amount of all unpaid Per Install Payments exceeds $50.00 (the "Due Date"), provided that if the Due Date falls on the weekend or a holiday, payment will not be due until the first business day immediately following the Due Date. For purposes of this Agreement, "Earnings Period" means each calendar month. c. Yazzle shall provide to Distributor through a standard Web browser interface access to a daily record of the number of Unique US Installations recorded by Yazzle for Distributor. Yazzle shall be obligated only to pay for Unique US Installations by first-time End Users, as recorded by Yazzle' usage tracking system. Multiple uses by the same End User will NOT be counted in calculating Per Install Payments and if Yazzle cannot determine whether an installation occurred in the United States the installation will not be counted as a Unique US Installation. All installation statistics upon which Per Install Payments are based shall be collected and verified solely by Yazzle and shall be binding and determinative between the parties in calculating the amount of Per Install Payments. 5. TERM AND TERMINATION a. The initial term of this Agreement shall be one (1) year, commencing on the Effective Date (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term", such Renewal Terms together with the Initial Term, the "Term"), unless earlier terminated in accordance with the following: (i) Either party may terminate this Agreement immediately, with or without cause, upon written notice delivered to the non-terminating party; (ii) Yazzle may, in its discretion, terminate this Agreement immediately, upon expiration of any applicable notice and cure period (if any), in the event Distributor: (A) materially breaches any term of this Agreement or (B) breaches any of the provisions set forth in Section 3 (Distributor Obligations) or Section 9 (Representations and Warranties); and (iii) This Agreement shall automatically and immediately terminate in the event that Distributor breaches any of its obligations pursuant to Section 2 (License) or Section 6 (Confidentiality). b. Effect of Termination. Termination of this Agreement shall not affect the rights of any End User to continue using the Software under the terms of any applicable End User License. Upon any termination or expiration of this Agreement, the licenses granted hereunder to Distributor shall terminate, Distributor shall destroy or return to Yazzle all copies of the Software in its possession and certify, upon Yazzle' request, that the foregoing has occurred to Yazzle within 10 days of such expiration or termination, and immediately cease using the Software. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 3(e), 6 through 10, 12 and 13 shall survive any termination or expiration of this Agreement. c. Liquidated Damages. Distributor acknowledges and agrees that it would be difficult to precisely ascertain the extent of injury caused to Yazzle in the event of any breach of Distributor's obligations pursuant to Section 3 or representations and warranties pursuant to Section 9 of this Agreement. Accordingly, Distributor acknowledges that, upon any such breach, all financial obligations of Yazzle to Distributor shall cease, Yazzle may, in its discretion, terminate this Agreement in accordance with Section 5(a)(ii) and, in addition to any other remedies available to Yazzle pursuant to this Agreement, at law or in equity, Yazzle may elect, as liquidated damages, and not as penalty, to require Distributor to pay to Yazzle three times (3X) the aggregate amount of all Per Install Payments made to Distributor during the Term. The parties agree that the liquidated damages set forth in the foregoing sentence are a reasonable approximation of the great injury that would be suffered by Yazzle in the event of any such breach. 6. CONFIDENTIALITY The parties agree that the terms and conditions of this Agreement, the Software and all documents, information, and data relating to either party's business, development plans, software programs, documentation, techniques, trade secrets and know how that may be disclosed in connection with the performance of this Agreement (collectively, "Confidential Information") shall be kept in strict confidence by the party receiving such Confidential Information (the "Receiving Party") and shall not be disclosed to, discussed with or disseminated to any third party, or used in any manner other than as authorized by this Agreement, by the Receiving Party. The Receiving Party shall not, without first obtaining the written consent of the other party (the "Disclosing Party"), disclose the Disclosing Party's Confidential Information except as may be required to implement and enforce the terms of this Agreement, or as may be required by legal procedures or by law. No other information exchanged between the parties shall be deemed "Confidential Information" unless the parties otherwise agree in writing. Notwithstanding the foregoing, the obligations of the parties hereunder shall not apply to any Confidential Information which (a) was in the public domain at the time it was disclosed, (b) enters the public domain other than by breach of this Agreement by the Receiving Party, (c) is known to the Receiving Party at the time of its disclosure and became known thereto without legal or contractual restriction, (d) is disclosed to the Receiving Party by a third party who has the legal right to do so, (e) is developed by the Receiving Party independently of any disclosure by the Disclosing Party or (f) is disclosed by the Disclosing Party to a third party without legal or contractual restriction. 7. CONTENT AND TRADEMARK OWNERSHIP The parties agree that each will retain all right, title and interest in and to its respective content, copyrights, software, products, technology, trademarks, service marks and trade names, worldwide. Neither party may: (a) modify or create any derivative works of the other party's software or documentation (except to the extent the integration of the Software with Products as contemplated by this Agreement constitutes the creation of a derivative work), (b) decompile, translate, disassemble, reverse engineer, or otherwise attempt to derive the source code for the other party's software, or (c) redistribute, sublicense, or otherwise transfer rights to the other party's software. Nothing contained in this Agreement shall be construed as granting either party any intellectual property or other rights in the other party's software, products or services, except as specifically provided herein. Distributor acknowledges that any breach of its obligations with respect to the proprietary rights of Yazzle will cause Yazzle irreparable injury for which there are inadequate remedies at law and that Yazzle shall be entitled to equitable relief in addition to all other remedies available to it. If Distributor is using the Software in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Software does not affect its rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs. 8. LIMITATION OF LIABILITY EXCEPT FOR DISTRIBUTOR'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AS A RESULT OF THE USE OF THE SOFTWARE, ANY PRODUCT OR ANY BUNDLED PRODUCT OR THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS CLAUSE SHALL NOT AFFECT ANY LIQUIDATED DAMAGES SPECIFICALLY SET FORTH IN THIS AGREEMENT. 9. REPRESENTATIONS AND WARRANTIES Distributor represents and warrants to that (i) no portion of the Products or the Bundled Products (other than the Software) infringes or will infringe any copyright, trademark, patent or other intellectual property right of any third party, (ii) its performance hereunder will not conflict with any duties owed to, or rights held by, any third parties and (iii) it has the full right and authority to enter into and perform this Agreement. Distributor represents and warrants that no portion of the Products or Bundled Products (other than the Software) will (A) violate any law or regulation, (B) be defamatory or trade libelous, (C) contain any virus, Trojan horse, worm, time bomb or other computer programming devise intended to restrict or damage a user's system or data or (D) or contain any obscene or otherwise illicit content or URL links thereto. Distributor represents and warrants that all work performed in connection with its integration of the Software and Products and distribution of the Bundled Products will be performed in a workmanlike and professional manner, consistent with all applicable statutes, regulations and ordinances, and within industry standards and tolerances. Distributor represents and warrants that no portion of the Bundled Products (other than the Software) contains, will contain, links to or will link to any hate or other related websites and that it will take all necessary precautions to ensure that no Yazzle Enabled Product will link to any such website. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THAT DISTRIBUTOR'S USE OF THE SOFTWARE IS AT DISTRIBUTOR'S SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES EACH DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, THE PRODUCTS AND THE BUNDLED PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE SOFTWARE, THE PRODUCTS OR THE BUNDLED PRODUCTS WILL RUN PROPERLY ON ALL SYSTEMS, THAT THE SOFTWARE, THE PRODUCTS OR THE BUNDLED PRODUCTS WILL MEET THE OTHER PARTY'S OR ANY END USER'S REQUIREMENTS, THAT THE SOFTWARE OR THE PRODUCTS WILL OPERATE IN THE COMBINATIONS OR MANNER CONTEMPLATED BY THIS AGREEMENT OR AS ANY END USER MAY REQUIRE, THAT THE OPERATION OF THE SOFTWARE, THE PRODUCTS OR THE BUNDLED PRODUCTS WILL BE ERROR-FREE OR THAT ALL SOFTWARE, PRODUCT OR BUNDLED PRODUCT ERRORS WILL BE CORRECTED, EVEN IF ADVISED OF SUCH ERRORS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY AND EITHER PARTY MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. Distributor shall not make any warranty on behalf of Yazzle. 10. INDEMNIFICATION Distributor shall indemnify, defend and hold harmless Yazzle and its employees, agents, officers, directors, governors, successors and assigns from any and all claims, liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) arising from any claims, demands, actions or proceedings initiated by any third party arising out of or relating to this Agreement and any breach of the terms and conditions hereof, including without limitation any breach of the representations or warranties set forth in Section 9. 11. EXPORT CONTROLS Distributor agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that the Software is not (i) exported, directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, Distributor agrees to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list. In addition, Distributor is responsible for complying with any local laws in its jurisdiction which may impact its right to import, export or use the Software, and Distributor represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable. 12. NOTICES All notices required or permitted under this Agreement shall be in writing (including facsimile and electronic mail ("e-mail")) and shall be delivered, if to Yazzle, to 1085 Commonwealth Ave, #297 Boston, Massachusetts 02215, facsimile: 617-661-0640, and if to Distributor, to the address provided by Distributor to Yazzle in connection with registering to download the Software. Such notices shall be deemed properly given and effective: (i) five days after deposit in the mail, if deposited in first class registered U.S. mail, (ii) the day after deposit, if deposited with an overnight delivery service, (iii) upon transmission, if sent by facsimile with confirmation of receipt or (iv) if sent by electronic mail (e-mail), either (a) upon transmission if the sending party thereafter promptly sends a paper copy of such notice to the receiving party by first class registered U.S. mail or (b) upon confirmed receipt e-mail. Either party may change its address for such notices from time to time by providing written notice of such change to the other party in the manner set forth above and shall be responsible for notifying the other party of any change in its business address, facsimile number, e-mail address or other contact information. 13. MISCELLANEOUS The relationship created by this Agreement is one of independent contractors, and not partners, franchisees or joint ventures. No employee, consultant, contractor, or agents of one party is an employee, consultant, contractor, or agent of the other party, nor does either party have any authority to bind the other party by contract or otherwise to any obligation. The parties will not represent to the contrary, either expressly, implicitly or otherwise. All remedies of the parties hereunder are non-exclusive and are in addition to all other available legal and equitable remedies. Neither party shall be responsible or liable for failure to fulfill its obligations under this Agreement due to causes beyond its control, provided that the party failing to perform shall use diligence to resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Except as expressly provided herein, no modification or amendment of this Agreement or any provision hereof shall be effective unless in writing and signed by an authorized representative of each party. No term or provision hereof shall be deemed waived and no breach hereof shall be deemed consented to or excused, unless such waiver, consent or excuse shall be expressly made in writing and signed by the party claimed to have so waived, consented or excused. Should either party consent, waive or excuse a breach by the other party, such consent, waiver or excuse shall not constitute a consent to, waiver of or excuse of any other different or subsequent breach, whether or not of the same kind as the original breach. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be construed and reformed to the fullest extent possible. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions, as applied to agreements entirely entered into and to be performed in Massachusetts. The section heading used in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any term or provision. SCHEDULE A STANDARD COMMERCIAL FEE SCHEDULE Per Install Payments Average $.40 per Unique US Installation and $.10 per Unique EU Installation. Specific rates vary for each product. Please refer to https://partners.yazzle.net/affiliate/current_rates.php for specific payout rates for each Yazzle product. Yazzle Code of Conduct Distributor agrees to provide notice and information to all end users of its products before initiating a download and installing their products or applications on an end user.s computer, and to give such end user an easy and appropriate method to agree or not to agree to such installation. Distributor shall under no circumstances attempt to launch a Yazzle product executable to any user who has not agreed to the terms and conditions of the distributors install, these terms will specifically notify the end user of any updates that include third party bundles such as Yazzle. Distributor will ensure that the end user may easily remove/uninstall the Yazzle products/application. Distributor will also ensure that all applications bundled with Yazzle products adhere to terms no less restrictive than those contained in this Agreement and follow these same codes of conduct. Distributor is responsible for the actions of its partners and affiliates and will ensure that each partner and affiliate agree to terms and conditions no less restrictive than those contained herein, and that appropriate messaging and EULA acceptance precedes every installation of a distributor.s install. If Distributor discovers a partner or affiliate (either direct or indirect) is in violation of any of the terms and conditions of this Agreement, then Distributor agrees to immediately terminate its distribution relationship with such partner or affiliate. The parties agree that strict compliance with the terms and conditions of this Agreement is at the essence of the relationship between Distributor and Yazzle. If any claim is made, or any action or proceeding is instituted, against Yazzle that alleges or is based upon or arises out of Distributor.s breach of any representation, warranty or obligation arising under this Agreement, Distributor shall indemnify and hold Yazzle harmless from all damages, awards, costs and expenses associated therewith. For purposes of this Agreement, a .bundled. product or application includes all other products or applications which may be downloaded to, and installed on, the end user.s computer at the same or at a later time by an application or product delivered at the same time as the Yazzle product.

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