This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Zone Labs Ambassador Program (the “Program”). As used in this Agreement, “we” or “ZLI” refers to Zone Labs, Inc. and “you” or “Zone Ambassador” refers to the applicant.

1. Approval

1.1 All Zone Ambassador applications are subject to approval by ZLI. You are not a Zone Ambassador until ZLI approves your application and you are registered as a Zone Ambassador in the ZLI database. A Zone Ambassador is not required to pay any fee to participate in the Program.

1.2 To become a Zone Ambassador you have to be of legal age of majority in your state or commonwealth and be a Zone Advantage customer.

1.3 After your application has been submitted to ZLI, ZLI will notify you in writing (by e-mail or otherwise) whether or not you have been approved as a Zone Ambassador in the Program.

1.4 Other than receiving the payment of a commission, the Zone Ambassador shall have no claims to any additional compensation, commissions or business from ZLI.

1.5 The relationship between ZLI and you is solely as an independent contractor, and nothing in this Agreement will be deemed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between us. You are not authorized to, and you will not, bind ZLI or incur any obligation or liability on behalf of ZLI except as expressly authorized by ZLI in writing.

2. Getting Started

2.1 To become a Zone Ambassador, you have to be an Advantage customer with a current email address, mailing address, and telephone number.

2.2 Once you are approved as a Zone Ambassador, you will receive a unique URL. This unique URL will directly link to a replicator site of the ZLI corporate site. Any person that purchases a product through your unique URL is linked to you in the ZLI master database.

2.3 Upon approval, you will be given access to a Zone Ambassador section on the ZLI corporate website. In your Zone Ambassador section, you will able to track your referred customers and their purchases.

2.4 If a referred customer calls the ZLI to place an order, they must give the call center person your unique URL at the time of product purchase to be linked to you in the ZLI database.

2.5 If a referred customer goes to the ZLI corporate site, then it is their responsibility to use your URL with that purchase to be linked to you in the ZLI database.

2.6It is your responsibility as a Zone Ambassador to make sure than any referred customer has been linked to you by the above mechanisms. ZLI will not go back to link previous orders to you.

2.7 You may advertise your URL by word of mouth, personal correspondence or email, or via your own personal social networks as long as you follow the Zone Ambassador Responsibilities.

3. Zone Ambassador Responsibilities

3.1 A Zone Ambassador agrees not to make any representations, warranties or other statements concerning ZLI or Dr. Barry Sears, any of ZLI’s policies, or any of ZLI’s products or services, including, but not limited to, any statement, representation, warranty or claim regarding the medical, therapeutic or curative properties of ZLI’s products

3.2 A Zone Ambassador agrees that he or she will not:

(i) purchase, register or bid on or attempt to purchase or register any keywords, search terms or other identifiers that include the term ZONE or the name BARRY SEARS or SEARS or any other trademark, service mark or trade name of ZLI and Barry Sears or any variation or misspelling thereof, and any words relating to diet, fish oil, polyphenols nutritional supplements, or skin care, with or for use in any search engine, portal, sponsored advertising services or other search referral service;

(ii) register or use URL’s and/or domain names and/or sub¬domain names which incorporate the words ZONE, SEARS, BARRY SEARS or any other trademark, service mark or trade name of ZLI or Barry Sears or any variation or misspelling thereof.

(iii) Send e-mails to third parties that contain the ZONE, SEARS or BARRY SEARS names and trademarks or any other name, trademark, service mark, trade name or domain name of ZLI or Barry Sears or ZLI’s or Barry Sears’ copyrighted content or content from ZLI’s website, product guide or any other source unless otherwise permitted by this Agreement;

4. Referral Fees

4.1 Except as otherwise stated in this Agreement, ZLI agrees to pay a Zone Ambassador a 10% referral fee for net Product purchases (total charges minus shipping and taxes) made by ZLI customers linked to a Zone Ambassador.

4.2 Referral Fees are based on the aggregate amount actually received by ZLI from customer for product purchases, excluding amounts collected by ZLI for sales taxes, duties, shipping and handling, and similar charges. ZLI will make referral fee payments to you in U.S. dollars for all referral fees earned (less any taxes withheld under applicable law) no later than 35 days after the end of each calendar month. A processing fee of $3 will be automatically deducted for each payment made to you, and checks will only be distributed if there is a minimum check value of $5 after the deduction of the $3 processing fee. Earnings from net commission checks less than $5 will be forfeit to ZLI. Any referral commissions paid on return products will be deducted from your next commission check. If you terminate your Advantage customer status in a given month, no referral commissions will be paid in that month or thereafter. You will not lose your linkage to your referred customers. Once you resume being an Advantage customer, the referral commissions will begin on the next month after the re-establishment of your Advantage customer status.

4.3 Referral Fees shall not be paid for sales in which ZLI fails to collect amounts due for any reason, including fraud of any kind. Referral Fees are earned by a Zone Ambassador after the order, payment and shipment has occurred. If a product purchased by a referred customer is returned to ZLI, the amount of that referral commission and any shipping charges paid by ZLI will be deducted from your future commission checks.

4.4 If any referral fee is paid or owed to you as a result of your engaging in any activity prohibited by this Agreement, ZLI reserves the right to immediately terminate this Agreement.

4.5 Every individual who purchases a Product is a customer of ZLI. ZLI shall have the sole right and responsibility for processing all orders placed by customers linked to you via the ZLI Call Center, the corporate ZLI website or your Zone Ambassador URL. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, returns and handle customer service. A Zone Ambassador acknowledges that all agreements relating to sales to customers shall be between ZLI and the customer. Prices for the Products will be set solely by ZLI in its discretion.

4.6 ZLI will track sales made to all ZLI customers linked to you and will make available to you reports in your Zone Ambassador section summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. You will have access to a password-protected site to review an online statement of all transactions affecting the referral fees earned by you. You will be solely responsible for the confidentiality and use of your password, and for all communications entered using your password.

4.7 All Zone Ambassadors are independent contractors pursuant to Section 1.5 of this Agreement, and ZLI will not treat you as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation. Among other things, this means that we will not deduct any taxes from the referral fees you earn and we will issue a Form 1099 or equivalent to you at the end of each calendar year, which reports all payments made to you by ZLI, as required by the IRS. You agree that you have the whole responsibility to pay federal and state income taxes, Social Security and similar obligations to any government about any payments you receive from ZLI.

4.9 ZLI will use commercially reasonable efforts to keep the ZLI Website operational and to track all individuals linked to you in the ZLI database. However, technical difficulties may occasionally cause temporary service and tracking interruptions, and you agree that ZLI will not be liable in any way for such interruptions.

5. Term and Termination

5.1 ZLI has the right to terminate this Agreement at any time and for any reason by sending the other party written notice of termination, in either print or electronic format, to either the street address or e-mail address identified in the Zone Ambassador Application or any new address provided by the Zone Ambassador. Notices are effective upon delivery (or if any such address has been changed without notifying the other party, upon attempted delivery) to any such address. For purposes of notification of termination by ZLI, delivery via email is considered a written and immediate form of notification.

5.2 Referral fees earned, but not paid, before termination may be withheld for a reasonable time in order to ensure that the correct final referral fee is paid to you.

5.4 Upon termination of this Agreement all rights and licensees of a Zone Ambassador hereunder shall immediately terminate; and

5.5 The exercise by ZLI of any right granted to it in this Agreement to terminate this Agreement or suspend access or service shall not result in a breach of this Agreement by ZLI, and neither the exercise of such right nor any consequence thereof shall give rise to or be the basis of any claim by or liability to the other party, whether in contract, tort or otherwise.

6. Warranty Disclaimer; Limitation of Liability

6.1 EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, ZLI PRODUCTS, SERVICES AND THE ZLI WEBSITE ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

(i) Warranties concerning the availability, accuracy or content of information, products, or services or results; and

(ii) Warranties of title, merchantability or fitness for a particular purpose, unless such warranties are legally incapable of exclusion.

6.2 In no event shall ZLI be liable to a Zone Ambassador for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages, reasonable attorneys’ fees, costs and expenses related thereto, arising out of ZLI’s breach. In no event shall ZLI be liable to a Zone Ambassador (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in an aggregate that is in excess of the amount of commissions paid or accrued to a Zone Ambassador during the period of one year immediately preceding the date the liability for such damages arose.

6.3 The parties acknowledge that the provisions in Section 6.2 above are an essential element of the benefit of the bargain reflected in this Agreement.

7. Intellectual Property Rights

7.1 All right, title and interest in and to the Products and Services (including without limitation all patent, copyright, trade secret, trademark, service mark, tradename and other intellectual property rights embodied in or marketing by a Zone Ambassador with the Products and Services) are and shall remain the sole and exclusive property of ZLI.

8. Indemnification

8.1 You hereby agree to indemnify and hold ZLI and all of their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

(i) any use by you of the ZLI links in violation of this Agreement,

(ii) any breach or alleged breach by you of any provision of this Agreement Including, but not limited to, the representations, warranties and covenants made by you herein,

(iii) any claim related to your site, including, but not limited to, content therein not attributable to us which defames or infringes the rights of others, or

(iv) any act or omission to act by you.

9. Additional Terms

9.1 A Zone Ambassador shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of ZLI. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. Subject to the foregoing restriction, this Agreement will be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.

9.2 The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect, and such provision will be modified to render it enforceable in a manner calculated to effect the original intent of the parties as nearly as possible.

9.3 No delay or failure by ZLI in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. No waiver of any term of this Agreement will be valid unless in writing.

9.4 The parties agree that breach of this Agreement by a Zone Ambassador would result in irreparable damage to ZLI for which no adequate remedy would be available at law. Therefore, a Zone Ambassador agrees that ZLI shall be entitled to equitable relief, including injunctive relief and specific performance in the event of a breach by a Zone Ambassador. Nothing in this paragraph shall prevent ZLI from seeking and obtaining damages, including consequential damages, for breach of this Agreement.

9.5 This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

9.6 ZLI reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time by posing a modified or new Agreement on the ZLI website. If any modification or new agreement is unacceptable to a Zone Ambassador, a Zone Ambassador’s sole recourse is to terminate this Agreement. A Zone Ambassador’s continued participation in the Program after notice of modification to the terms and conditions of this Agreement constitutes a Zone Ambassador’s binding acceptance to the change.

9.7 This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. Any action to enforce this Agreement shall be brought in the federal or state courts located in the Commonwealth of Massachusetts and the parties agree to submit to the jurisdiction of the state and federal courts in that State.

9.8 Official notices to ZLI should be sent to: Zone Labs, Inc., Zone Ambassador Program, 200 Corporate Place, Peabody, Massachusetts 01960.

9.9 A Zone Ambassador is an independent contractor and shall have no authority to obligate or bind ZLI in any respect.

9.10 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior agreements and understandings, written and oral, between the parties hereto with respect to subject matter hereof are superseded and cancelled.

9.11 The following sections shall survive termination of this Agreement: 3, 8, and 9.