ZURNO AFFILIATE PROGRAM TERMS OF SERVICE

Last Updated: April 30, 2025

These Terms of Service (these "Terms") are part of the agreement ("Agreement") between Zurno Inc., a Florida incorporation ("Zurno", "us", "we", "our", etc.), and the business entity or individual agreeing to them ("you" or "Affiliate") and govern your participation in the Zurno Affiliate Program.

The Agreement is effective as of the date you register for an affiliate account with Zurno (the "Effective Date"). If you are accepting the Agreement on behalf of a business entity, you represent and warrant that (i) you have full legal authority to bind such entity to the Agreement; (ii) you have read and understand the Agreement; and (iii) you agree, on the entity's behalf, to the Agreement.

1. DEFINITIONS

The following capitalized terms have the following meanings in the Agreement:

"Affiliate" means an individual or business registered with Zurno's Affiliate Program which is compensated for qualified sales using their unique affiliate code.

"Affiliate Code" means the unique identifier assigned to an Affiliate for tracking referred sales.

"Affiliate Commission" means the percentage or fixed amount of proceeds from a sale attributed to an Affiliate's referral through their Affiliate Code.

"Authorized User" means any individual who uses the Zurno Affiliate Program on Affiliate's behalf or through Affiliate's account.

"Customer" means an individual or entity that makes a purchase from Zurno's store using an Affiliate's Code.

"Transaction" means a Customer's purchase that is attributable to an Affiliate through the use of their Affiliate Code.

2. THE ZURNO AFFILIATE PROGRAM

2.1 Account Terms

In order to participate in the Zurno Affiliate Program, you must register for an affiliate account by providing your full legal name, current address, phone number, valid email address, preferred payment method, and any other information Zurno may require. You may only register if you are at least 18 years of age or are a business entity authorized to do business pursuant to applicable law. Zurno may reject an application for an affiliate account for any reason, in its sole discretion.

2.2 Use of the Program

During the Term and provided that the Agreement has not been terminated, you may participate in the Zurno Affiliate Program for the purpose of referring customers to Zurno's store pursuant and subject to the terms of this Agreement.

2.3 Affiliate Codes

Zurno will provide each Affiliate with a unique Affiliate Code. Affiliates may not modify their assigned codes without Zurno's express written permission. Affiliates are responsible for maintaining the confidentiality of their Affiliate Code and must not share it with unauthorized parties.

2.4 Access Rights

Zurno may suspend or terminate any account if Zurno determines, in its sole discretion, that the Affiliate has violated these Terms. Zurno will make reasonable efforts to promptly notify Affiliates of the suspension. Zurno may provide the Affiliate Program to competitors, and makes no promise of exclusivity in any particular market segment.

3. COMMISSIONS & PAYMENTS

3.1 Commission Structure

Affiliates will earn commissions based on the commission rate specified in their Affiliate dashboard for valid Transactions attributed to their Affiliate Code. Zurno reserves the right to modify commission rates with 30 days' notice to Affiliates.

3.2 Tracking & Attribution

Transactions are tracked and attributed to Affiliates through the use of Affiliate Codes. For a Transaction to be attributed to an Affiliate, the Customer must enter the Affiliate's Code during the checkout process. It is the Affiliate's responsibility to ensure their Code is properly communicated to potential customers.

3.3 Payment Processing & Timeline

Payments will be processed 1 month after the order date to ensure the customer does not return or cancel the order. For example, January commissions will be processed at the beginning of March, February commissions will be processed at the beginning of April, and so on.

3.4 Payment Methods

Affiliates must select their preferred payment method upon registration. Zurno will issue payments via the selected method. Affiliate is responsible for providing accurate payment information and keeping it updated.

3.5 No Payout Threshold

There is no minimum threshold required for commission payouts. All earned commissions will be paid according to the payment timeline specified in Section 3.3.

3.6 Invalid Transactions

Zurno reserves the right to withhold commission payments for Transactions that are subsequently canceled, refunded, disputed, or deemed fraudulent. If a commission has already been paid for a Transaction that is later invalidated, Zurno reserves the right to deduct this amount from future commission payments.

4. AFFILIATE OBLIGATIONS & RESTRICTIONS

4.1 Acceptable Use

Affiliate and its Authorized Users may not:

  • Use the Zurno Affiliate Program for service bureau or time-sharing purposes;

  • Allow third parties to exploit the Affiliate Program without proper authorization;

  • Share account credentials with any third party;

  • Make false, misleading, or deceptive claims about Zurno, its products, or services;

  • Engage in spam, untargeted advertising, or other marketing practices prohibited by applicable laws;

  • Use the Affiliate Program to send or store infringing, obscene, threatening, libelous, defamatory, or otherwise unlawful or tortious material.

4.2 Prohibited Activities

Affiliates are prohibited from:

  • Bidding on Zurno's trademarks or brand names in search engines;

  • Creating websites or social media accounts that imitate or suggest official Zurno properties;

  • Representing themselves as an official representative or employee of Zurno;

  • Engaging in any activity that would reasonably be expected to damage Zurno's reputation or business relationships.

4.3 Unauthorized Access

Affiliate is responsible for all actions taken using their account and must take reasonable steps to prevent unauthorized access. Affiliate must notify Zurno immediately of any known or suspected unauthorized use of the Affiliate Program, including any security breach affecting their account credentials.

4.4 Compliance with Laws

In participation in the Affiliate Program, Affiliate must comply with all applicable laws and regulations, including but not limited to laws governing marketing practices, data protection, and consumer rights in the jurisdiction(s) where they operate.

5. INTELLECTUAL PROPERTY

5.1 IP Rights to the Program

Zurno retains all right, title, and interest in and to the Zurno Affiliate Program, including all software and applications used to provide the Program, and all inventions, content, graphics, media, user interfaces, logos, and trademarks. This Agreement does not grant Affiliate any intellectual property rights in or to the Zurno Affiliate Program or any of its components.

5.2 Limited License

Zurno grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Zurno-approved marketing materials solely for the purpose of promoting Zurno products and services in connection with the Affiliate Program.

5.3 Feedback

"Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Zurno's products or services. Zurno owns all Feedback. Zurno may use or incorporate Feedback without compensating or crediting Affiliate.

6. CONFIDENTIAL INFORMATION

6.1 Definition

"Confidential Information" means any information marked "confidential" or that would otherwise reasonably be understood to be confidential in the context of its disclosure, including but not limited to commission rates, sales data, and customer information.

6.2 Nondisclosure

Affiliate may only use Zurno's Confidential Information in furtherance of its obligations and rights under this Agreement. Affiliate may not disclose Confidential Information to any third party without Zurno's prior written consent. Affiliate must protect Zurno's Confidential Information with the same degree of care Affiliate uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care.

6.3 Termination of Confidentiality Obligations

The confidentiality obligations will terminate five (5) years after the date of disclosure.

7. REPRESENTATIONS & WARRANTIES

7.1 From Zurno

Zurno represents and warrants that it has and will maintain the full power and authority to grant the rights granted in the Agreement without the further consent of any third party.

7.2 From Affiliate

Affiliate represents and warrants that:

  • It has the full right and authority to enter into, execute, and perform its obligations under the Agreement;

  • It has not provided any inaccurate information about itself during registration;

  • It is an individual 18 years or older, or another entity authorized to do business pursuant to applicable law;

  • It is in full compliance with all laws and regulations applicable to its business and marketing activities;

  • No other contract, agreement, undertaking or obligation prevents or restricts in any way Affiliate's participation in the Program as contemplated hereby.

7.3 Warranty Disclaimers

EXCEPT AS PROVIDED IN SECTION 7.1 ABOVE, AFFILIATE ACCEPTS THE PROGRAM "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8. INDEMNIFICATION

Affiliate agrees to indemnify and hold harmless Zurno and its officers, directors, employees, agents, shareholders, and independent contractors from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorneys' fees and related court costs and expenses) relating to or arising out of Affiliate's use of the Program in violation of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Dollar Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $1,000; OR (B) THE COMMISSIONS ACTUALLY PAID BY ZURNO TO AFFILIATE FOR THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO LIABILITY AROSE.

9.2 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT.

9.3 Clarifications & Disclaimers

The limits in this Section 9 apply: (i) to liability for negligence; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) regardless of the foreseeability of the damages or any advance notice of their possibility; and (iv) even if these remedies fail of their essential purpose. If applicable law limits the application of the provisions of this Section 9, liability will be limited to the maximum extent permissible.

10. TERM AND TERMINATION

10.1 Term

The term of the Agreement (the "Term") commences upon the Effective Date and continues until terminated by either party.

10.2 Termination by Either Party

Either party may terminate the Agreement: (i) for cause, if the other party fails to cure any material breach of the Agreement within thirty (30) days after written notice of such breach; (ii) if the other party ceases operation without a successor; or (iii) if the other party seeks protection under any bankruptcy, receivership or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).

10.3 Termination by Zurno

Zurno may terminate the Agreement for any reason with thirty (30) days' written notice to Affiliate. Zurno may also suspend or terminate Affiliate's account immediately upon any breach of Section 4 of the Agreement.

10.4 Effects of Termination

Upon termination of the Agreement, Affiliate will cease all promotional activities related to Zurno and promptly remove all Zurno marketing materials from their websites and other platforms. Zurno will pay any outstanding commissions according to the regular payment schedule outlined in Section 3.3, provided that termination was not due to Affiliate's violation of these Terms.

11. GENERAL

11.1 Modifications

11.1.1 The Program

Zurno may make commercially reasonable changes to the Affiliate Program from time to time. Zurno will inform Affiliate if Zurno makes a material change to the Program that has a material, adverse impact on Affiliate's participation.

11.1.2 These Terms

Zurno may change these Terms from time to time and will post any such changes to the URL where these Terms are available and update the "Last Updated" date at the top of these Terms. Any material changes will only take effect 30 days after notice is given. Affiliate's continued participation in the Program after such changes take effect will constitute acceptance of the changes.

11.2 Independent Contractors

The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.

11.3 Notices

Zurno may send notices under the Agreement to Affiliate's email address on file, and such notices will be deemed received 24 hours after they are sent. Affiliate may send notices under the Agreement to the contact information provided in their affiliate dashboard.

11.4 Force Majeure

No delay, failure, or default will constitute a breach of the Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control.

11.5 Assignment & Successors

Affiliate may not assign the Agreement or any of its rights or obligations hereunder without Zurno's express written consent. The Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

11.6 Severability

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of the Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of the Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the Agreement will continue in full force and effect.

11.7 No Waiver

Neither party waives any rights under the Agreement except by an express written waiver from an authorized representative. No waiver of a breach of the Agreement will constitute a waiver of any other breach of the Agreement.

11.8 Choice of Law & Jurisdiction

The Agreement is governed solely by the internal laws of the State of Florida, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Largo, FL.

11.9 Entire Agreement

The Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.