Partner Program Agreement (Affiliate & Creator Terms)

    Terms and conditions for the Zarla Partner Program Agreement.
    Typewriter with "Terms of Service" typed out

    Welcome to Zarla Inc.'s Partner Program Agreement. These Terms apply to anyone who joins the Zarla Partner Program. You can apply to join at https://affiliates.zarla.com.

    Quick Start Guide - Key Terms at a Glance

    This summary is for your convenience only. The full terms below constitute the actual agreement.

    Commission Structure

    • Earn a one-time commission for each new customer's first paid subscription.
    • 30-day cookie window for tracking referrals.
    • Last-click attribution model.
    • No commission where the package is canceled within 45 days, refunded, not fully paid, or charged back.

    Payout Requirements

    • Minimum payout threshold: $100 for PayPal, $500 for wire transfers.
    • Must have at least 3 approved conversions before requesting first payout.
    • Payments made ~45 days after month-end.

    Key Requirements

    • Use only approved tracking links and marketing materials.
    • No bidding on "Zarla" brand terms in paid advertising.
    • Clear disclosure of affiliate relationship required (FTC guidelines).
    • No spam, misleading claims, or deceptive practices.

    Account Activity

    • No monthly performance requirements.
    • Account marked dormant after 12 months of no new conversions (can be reactivated).
    • Commissions older than 2 years that haven't been withdrawn are removed.

    Important Restrictions

    • No self-referrals or fake accounts.
    • No revenue loss tactics or exploiting refund policies.
    • No link cloaking or traffic source masking.
    • Must dispute commission issues within 30 days.

    The English version of this Agreement is the only official and legally binding version. Any translated version is provided for convenience only, and in the event of any conflict or discrepancy, the English version shall prevail.

    Last revised: 2025-10-22 13:27 CDT

    1. General

    THESE AFFILIATE PROGRAM TERMS AND CONDITIONS (this "Agreement") govern your participation in the Zarla Affiliate Program (the "Program") offered by Zarla Inc., a Delaware corporation (together with its affiliates, "Zarla" or the "Company"). By participating in the Program, you ("Affiliate" or "you") agree to be bound by this Agreement. For clarity, this Agreement applies to all participants in the Program - whether you participate as an affiliate, creator/influencer, agency, ambassador, or other referral partner (collectively, “Partners”). The Program is administered via the TUNE platform.

    BY CLICKING THE "I AGREE" BUTTON OR CHECKBOX ON THE AFFILIATE APPLICATION, YOU: (a) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS; (b) AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS (INCLUDING ALL DOCUMENTS, POLICIES, AND GUIDELINES INCORPORATED BY REFERENCE, AND ANY FUTURE AMENDMENTS THERETO); AND (c) REPRESENT THAT YOU HAVE NO CONFLICT OR LEGAL RESTRICTION PREVENTING YOU FROM ENTERING INTO AND PERFORMING THIS AGREEMENT, AND THAT YOU HAVE OBTAINED ALL NECESSARY CONSENTS OR APPROVALS TO DO SO.

    VIOLATION OF ANY TERM OF THIS AGREEMENT (OR ANY POLICY INCORPORATED BY REFERENCE) MAY RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM, WITH OR WITHOUT NOTICE, AND THE FORFEITURE OF ANY OUTSTANDING AFFILIATE FEES OTHERWISE PAYABLE TO YOU. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.

    This Agreement incorporates by reference Zarla's Terms of Use and other applicable policies posted on the Zarla Site. If a conflict arises between those terms and this Agreement for Program matters, this Agreement controls.

    2. Definitions

    2.1. "Ad(s)" - Anchor text, banners, buttons, text links, or other graphic links Zarla provides for linking from the Affiliate Site to the Zarla Site.
    2.2. "Affiliate Application" - The application submitted by a prospective Affiliate to join the Program.
    2.3. "Affiliate Fee" (or "Referral Fee" or "Commission") - The approved, undisputed one-time commission due to Affiliate for a Qualified Purchase under the Referral Fees Plan. These terms are used interchangeably throughout this Agreement.
    2.4. "Affiliate Site" - Any website(s) owned, operated, or controlled by Affiliate, or other media channels used by Affiliate, on which Affiliate places Designated Links to the Zarla Site.
    2.5. "Approved Conversion" - A Qualified Purchase that has cleared Zarla's fraud, payment, and refund review processes and appears as "approved" in the Dashboard.
    2.6. "Business Day" - Any day other than a Saturday, Sunday, or U.S. federal holiday, measured in U.S. Central Time unless otherwise specified in the Referral Fees Plan.
    2.7. "Conversion Requirements" - Requirements a Referred User must meet to count as a Premium Referred User, as specified in the Dashboard or Program materials.
    2.8. "Cookie Window" - The attribution period during which a click on a Designated Link may be credited to the Affiliate. The standard Cookie Window is thirty (30) days from each eligible click unless otherwise stated in the Referral Fees Plan. (For Zarla‑Issued Codes, attribution follows Section 9.7 and the Referral Fees Plan).
    2.9. "Creator" - A Partner separately engaged by Zarla to produce an Integration under Section 11.7.
    2.10. "Dashboard" - Zarla's interface for referral tracking, performance, reports, and Program management.
    2.11. "Designated Link(s)" - Specially formatted URLs provided by Zarla that incorporate the Affiliate's Tracking Code.
    2.12. "Dormant Account" - An Affiliate account with no Approved Conversions recorded for twelve (12) consecutive months. Dormant accounts can be reactivated upon request.
    2.13. "Fraud Traffic" - Clicks, sign-ups, or transactions generated through illegal, deceptive, or bad-faith activity or with intent to defraud Zarla, including spam; false/misleading advertising; stolen/compromised payment methods; program manipulation; offering to share Affiliate Fees with Users; self-referrals or fictitious/alter-ego accounts; unauthorized use of third-party IP or materials. For clarity, cash-value perks or incentives (e.g., charity donations) are prohibited unless expressly pre-approved in writing by Zarla for a specific campaign.
    2.14. "Integration" - The sponsored content deliverable(s) created and published by the Affiliate (acting in a creator capacity) pursuant to an Insertion Order or written confirmation from Zarla, featuring Zarla in a dedicated piece or as an integrated segment (including, by way of example, a video, podcast host‑read, newsletter placement, blog post, short‑form clip, or social post), together with all associated creative and distribution elements (e.g., titles, on‑screen/voice mentions, captions, hashtags, end cards, pinned comments, thumbnails, link‑in‑bio, Designated Links/Zarla‑Issued Codes, and required disclosures). An Integration is deemed delivered upon Go‑Live on the agreed Creator Channel(s). 1. Go‑Live - The date and time an Integration first becomes publicly accessible on the agreed Creator Channel(s). 2. Creator Channel(s) - The websites, apps, or social media accounts controlled by the Affiliate and specified in the Insertion Order or written confirmation for publishing the Integration. 3. Insertion Order (or IO) - A written confirmation (including email) issued or approved by Zarla that specifies Integration deliverables, Creator Channel(s), timelines, and compensation.
    2.15. "Intellectual Property Rights" - All IP rights recognized in any jurisdiction, including patents, copyrights, moral rights, trademarks, trade dress, service marks, trade secrets, database rights, publicity rights, and associated goodwill.
    2.16. "License" - The license granted by Zarla to Affiliate under Section 4.3 to use Zarla Marks and Ads in the Program.
    2.17. "New Customer" - A person or entity that has not previously purchased any Premium Package from Zarla and does not have (and has not had) a paid Zarla subscription under the same identity or payment instrument.
    2.18. Partner (or “Affiliate”) - Any person or entity accepted into the Program, including without limitation affiliates, creators/influencers, agencies, ambassadors, and other referral partners. For consistency, references to Affiliate in this Agreement apply to Partners unless a section expressly states otherwise.
    2.19. "Premium Package" - Any paid subscription plan offered on the Zarla Site.
    2.20. "Premium Referred User" - A Referred User who meets the Conversion Requirements and purchases a Premium Package.
    2.21. "Qualified Purchase" - A completed Premium Package purchase by a New Customer that meets ALL of the following: (1) Not canceled within 45 days; (2) Not refunded; (3) Fully paid (no chargebacks); (4) Properly tracked via Affiliate's Tracking Code or Zarla-Issued Code; (5) Customer not flagged for fraud or violations of Zarla customer terms (e.g., Terms of Use); (6) Not a self-referral or purchase made by the Affiliate, its owners, employees, or agents.
    2.22. "Referral Fees Plan" - The commission structure and conditions accessible via the Dashboard, updated from time to time.
    2.23. "Referred User" - A user who (i) arrives at the Zarla Site via Affiliate’s Designated Link within the Cookie Window and creates a Zarla account, or (ii) uses a valid Zarla‑Issued Code at checkout and creates a Zarla account.
    2.24. "Sponsored Link" - Paid placements (e.g., search ads or ad network links).
    2.25. "Sub-Affiliate" - Any third-party publisher, individual, or entity engaged or managed by Affiliate to promote Zarla under Affiliate's account. Affiliate is solely responsible for the acts and omissions of its Sub-Affiliates and must flow down all obligations of this Agreement to them.
    2.26. "Term" - The period during which Affiliate is an active participant in the Program, beginning upon Zarla's acceptance of the Affiliate Application and ending per Section 12.
    2.27. "Tracking Code(s)" - Unique identifier(s) assigned to Affiliate and embedded in Designated Links for tracking referrals.
    2.28. "User" - A Referred User or Premium Referred User.
    2.29. "Zarla IP" - The Zarla Site, Program, software, documentation, Zarla Marks, and all other materials or technology provided or made available by Zarla, and all associated Intellectual Property Rights therein.
    2.30. "Zarla-Issued Code" - A unique code issued by Zarla to a partner (Affiliate or creator) for use at checkout that may attribute a transaction to such partner and/or apply a promotion, as described in Section 9.7 and the Referral Fees Plan.
    2.31. "Zarla Marks" - Zarla's trademarks, service marks, names, logos, branding elements.
    2.32. "Zarla Site" - www.zarla.com and any successor or related sites designated by Zarla.

    3. Joining the Program

    3.1. Eligibility and Scope. You confirm ability to drive meaningful new‑user volume and that you meet Zarla's eligibility criteria (e.g., age of majority and capacity to contract).
    3.2. Enrollment. Submit a complete, accurate Affiliate Application; Zarla may approve or reject at its sole discretion. Do not assume acceptance until you receive written approval.
    3.3. Right to Reject/Terminate. Zarla may reject an application or terminate participation at any time, in its sole discretion.
    3.4. Unsuitable Content/Activities. No illegal, infringing, offensive, pornographic, discriminatory, hateful, violent, gambling‑related, or child‑directed content/activities.
    3.5. No Obligation to Explain. Zarla need not explain any rejection/termination decision.
    3.6. Re‑application. You may re‑apply after addressing issues; repeated unchanged applications may be permanently denied.
    3.7. Communications & Monitoring. Zarla may contact you about the Program and may audit your sites/activities; you must cooperate.
    3.8. Codes of Conduct. You agree to follow any partner code of conduct Zarla makes applicable.

    4. Tracking Codes and Advertising Assets

    4.1. Tracking Code. Zarla provides a unique Tracking Code; you must use it in all Designated Links.
    4.2. Proper Use. Do not alter/tamper with Tracking Codes. Commissions are paid only for properly tracked Qualified Purchases.
    4.3. License to Marks/Ads. Non‑exclusive, non‑transferable, revocable, limited license to use Zarla Marks and approved Ads solely for Program participation, conditioned on compliance.
    4.4. Brand Use. Use Ads/Marks respectfully and per guidelines; no ownership is transferred; goodwill inures to Zarla.
    4.5. Marketing Responsibility. You are responsible for lawful, truthful marketing and claims.
    4.6. Removal/Updates. Zarla may require removal/changes and may issue updates you must promptly implement.
    4.7. Proprietary Rights. All rights in the Zarla Site, Program, services, systems, and Marks remain with Zarla and licensors.
    4.8. Affiliate Disclosure. You must clearly disclose your affiliate relationship (e.g., per FTC Endorsement Guides and similar rules).

    5. Conversion Requirements

    You must achieve at least three (3) Approved Conversions before requesting your first payout, regardless of Commission balance.

    6. Email Marketing and Publications

    6.1. Anti‑Spam Compliance. You must comply with all applicable laws (e.g., CAN‑SPAM, CASL, e‑Privacy, COPPA).
    6.2. No SPAM. Unsolicited mass communications are prohibited and grounds for immediate termination and cancellation of fees.
    6.3. Prohibited Practices & Opt‑Out Timing. You must process opt‑outs as soon as practicable and, where a statutory timeline applies, within the shortest period required by law (and never later than ten (10) Business Days). Prohibited practices include:
    - Unsolicited Communications: Messaging recipients without explicit consent, or posting off‑topic/unwelcome affiliate links; failure to honor an opt‑out.
    - Deceptive Information: False/misleading headers, subjects, or sender identity.
    - Exploiting Systems: Harvesting addresses, using bots/scripts/hacked systems.
    - Lack of Required Information: Missing legally required sender info, truthful subject, identification (if required), and a functioning unsubscribe.
    - Underage Targets: Marketing to minors or collecting their data without full legal compliance.
    6.4. Permitted Emailing. You may email Designated Links only to subscribers/customers who consented to receive your emails; purchased/third‑party lists are prohibited.

    7. Compliance with Laws; Data, Privacy & Conflicts

    7.1. General Compliance. You must comply with all laws governing your activities under this Agreement.
    7.2. Privacy/Email Laws. All communications promoting Zarla must comply with applicable privacy and marketing laws; violations may lead to fee withholding/cancellation.
    7.3. Securities/Insider Trading. Do not misuse material non‑public information; violations result in immediate termination and potential legal action.
    7.4. Program Conflicts & Multiple Accounts.
    (a) No Parallel Zarla Programs Without Consent. No concurrent participation in other Zarla‑managed referral/reseller/influencer programs without prior written consent; Zarla's attribution determinations are final.
    (b) No Multiple Accounts/Circumvention. No multiple or proxy accounts without consent; Zarla may consolidate/suspend/terminate and void unpaid commissions.
    (c) Duty to Disclose. Promptly disclose any other promotion/lead/endorsement agreements with Zarla.
    (d) Re‑enrollment Restriction. If terminated for breach, you may not re‑apply or participate (directly/indirectly) without Zarla's written consent.
    7.5. Trade Controls/Sanctions. You represent ongoing compliance; Zarla may screen and terminate or suspend for compliance reasons; you indemnify Zarla for violations.
    7.6. Data Minimization & Reporting. Affiliates will not receive or process Zarla customer personal data. The Dashboard provides aggregated and/or pseudonymized reporting sufficient for performance tracking. You must not attempt to re‑identify users.
    7.7. Security Incident Notice. If you experience a security incident affecting any Confidential Information or Program data you hold, you must notify Zarla without undue delay and in any event within 72 hours of discovery, describe the nature and scope, and cooperate on mitigation.
    7.8. Cookie Consent Responsibilities. Zarla is responsible for cookie consents on the Zarla Site. You are responsible for cookie/consent compliance on your own properties (including any analytics, pixels, or affiliate tech you deploy). Provide legally sufficient notices and obtain consents where required.

    8. Prohibited Affiliate Activities

    8.1. No Brand‑Term Bidding. No Sponsored Links bidding on "Zarla" or confusing variants; no ads appearing to be from Zarla.
    8.2. No Infringing Domains/Handles. Do not register/use "Zarla" or confusingly similar strings in domains, sub‑domains, or social handles.
    8.3. Special Offers & Public Pricing. You may reference publicly posted pricing and offers shown on zarla.com provided you do not misstate details and do not leak or scrape embargoed campaigns. You may not use codes issued exclusively to another partner/channel unless Zarla expressly authorizes your use.
    8.4. No Improper Incentives. No rebates/refunds/points/donations or similar inducements to click/signup unless expressly pre‑approved in writing by Zarla for a specific campaign.
    8.5. No Unauthorized Representation/Account Creation. No impersonating customers or completing registrations/purchases for others; no traffic interception/redirection tactics.
    8.6. No Pop‑Ups/Forced Clicks/Iframes. No hidden frames or forced behaviors; clicks must be user‑initiated.
    8.7. No Cookie Stuffing. No automatic cookie placement without a conscious user click on a Designated Link.
    8.8. No False/Misleading Claims. Represent Zarla truthfully; do not hold yourself out as Zarla or its agent; no site mimicry. No outcome guarantees (e.g., guaranteed SEO rankings, instant revenue, "no‑work" results). Disclose AI limitations where appropriate (e.g., AI outputs may require human review for accuracy).
    8.9. No Client‑Side Software. No toolbars, extensions, adware/spyware, or downloadable apps unless expressly authorized.
    8.10. No Fraud Traffic. No bots, auto‑redirects, simulated actions, comment spam, link farms, or black‑hat SEO.
    8.11. PPC/SEM Policy (Generics Allowed; Brand Protected).
    (a) You may bid on generic terms (e.g., "AI website builder", "website builder for small business").
    (b) You must add negative keywords for "Zarla" and common misspellings/variants in all campaigns.
    (c) No direct‑linking to zarla.com from ads; ads must land on your owned property that clearly discloses the affiliate relationship and links onward via a Designated Link.
    8.12. No Synthetic Endorsements. Do not use AI‑generated deepfakes, cloned voices, or impersonations to fabricate endorsements or misrepresent any person, brand, or affiliation. Zarla may require immediate takedown and may terminate for breach.
    8.13. No Revenue Loss Tactics. You shall not make recommendations or take actions that would result in potential revenue loss for Zarla, including but not limited to advising users on how to exploit refund policies or circumvent payment requirements.
    8.14. No Link Cloaking or Masking. You shall not use link cloaking, masking techniques, or any technology to hide the traffic source or obscure that traffic originates from your Affiliate Site. All Designated Links must be transparent and trackable. For clarity: You may use URL shortening services (e.g., Bitly, TinyURL) or custom domain redirects (e.g., Pretty Links, branded URLs) for legitimate purposes such as link management, branding, or analytics, provided that: (a) all domains or properties used are disclosed and registered in your Affiliate profile; (b) the redirects ultimately lead to your properly formatted Designated Link; (c) Zarla's tracking system can identify the traffic source; and (d) you are not using such tools to conceal promotion on unregistered sites, mask your affiliate identity, or circumvent Program policies. Prohibited practices include chain redirects that obscure the original referrer, promoting on undisclosed websites while masking URLs, and any technique designed to hide your affiliate activity from Zarla's systems.

    9. Referral Fees (Commission Structure)

    9.1. Qualifying Transactions - "Last‑Click" Attribution. You earn a one‑time Commission for each Qualified Purchase, subject to this Agreement and the Referral Fees Plan. Zarla uses a "last‑click" attribution model. If a user clicks multiple affiliate links before purchasing, the last valid Designated Link clicked prior to purchase within the Cookie Window is credited for the Commission.
    9.2. Special Sale Adjustments. Commissions are generally calculated on net revenue actually received; discounts/promotions may reduce or eliminate commission where revenue is de minimis or delayed.
    9.3. 30‑Day Cookie; Time Limit on Conversion. Standard cookie duration is thirty (30) days. Each eligible click on your Designated Link sets or refreshes a 30‑day Cookie Window. Attribution is credited to the last eligible Designated Link click prior to purchase that occurs within the Cookie Window. Cross‑device/browser changes or cookie deletion can prevent attribution.
    9.4. Company Incentives. Zarla may offer bonuses/contests with additional terms communicated via official Program channels.
    9.5. No Commission on Renewals/Subsequent Purchases. Only the first Qualified Purchase by a New Customer is commissionable; renewals, upgrades, or later purchases are not.
    9.6. Referral Fees Plan Controls. The Plan (as updated) governs commission specifics and is incorporated by reference.
    9.7. Attribution Precedence; No Double‑Pay. If a valid Zarla‑Issued Code is applied at checkout, code attribution overrides cookie‑based last‑click attribution for that transaction. Only one commission will be paid per customer's first Qualified Purchase; no double compensation across codes/links/programs. Zarla's attribution determinations are final.

    10. Affiliate Fee Payment and Reporting

    10.1. Monthly Reporting. Reports are available via the Dashboard and finalized monthly; invoice only after finalization if invoicing is required.
    10.2. Payment Schedule. Payouts occur approximately 45 days after month‑end, subject to meeting the payout threshold and (if applicable) timely invoicing.
    10.3. Minimum Payout Threshold & Inactivity. No payment until accrued Commissions reach US$100 for PayPal or US$500 for wire transfers. You must have at least three (3) Approved Conversions to request a payment. If your account has no new conversions for twelve consecutive months, it will be marked as a Dormant Account (can be reactivated upon request). Commissions older than 2 years that have not been withdrawn will be removed from your affiliate account balance.
    10.4. Tracked Transactions Only. Zarla pays only on referrals tracked and recorded in its systems.
    10.5. Payment Method/Currency. Payments in USD unless otherwise agreed; you must provide accurate payment details and bear any reissue fees for incorrect info.
    10.6. Fraud/Abuse Review. Zarla may withhold payment up to 180 days (or longer if required) to investigate; fraudulent or non-compliant transactions will be withheld; unpaid commissions may be seized upon breach.
    10.7. Taxes. You are responsible for all taxes; Zarla may withhold where required by law and may require tax forms (e.g., W‑9/W‑8BEN).
    10.8. Overpayments/Errors. Zarla may adjust/offset overpayments; notify Zarla of underpayments within 30 days.
    10.9. Commission Disputes. If you disagree with reported commissions or believe commissions were not properly attributed, you must notify Zarla at affiliates@zarla.com within 30 days of the report date. Failure to dispute within this timeframe constitutes acceptance of the reported amounts as final and accurate.

    11. Program Operations and Transaction Processing

    11.1. Zarla's Role. Zarla handles product presentation, sign‑up, billing, support, and service delivery.
    11.2. Approvals/Rejections. Zarla may reject/cancel orders (e.g., payment issues, fraud, existing accounts, unauthorized coupons). Only completed, non‑reversed transactions count.
    11.3. Tracking & Data. Zarla tracks via cookies/technologies and provides performance data at its discretion.
    11.4. Link Integration. You are responsible for correct implementation and testing of links.
    11.5. Changes to Pricing/Policies. Zarla may change products, pricing, and policies at any time; you must keep promotions accurate and up‑to‑date.
    11.6. Sub‑Affiliates. Notification/approval (if requested), flow‑down obligations, your full liability, your sole responsibility for paying sub‑affiliates, and Zarla's right to require removal.
    11.7. Additional Terms for Sponsored Content (Influencers). Applies only when you are separately engaged to create an Integration.
    11.7.1. No IP Transfer. No ownership in Zarla IP is conveyed.
    11.7.2. Use of Provided Materials. Use brief/assets solely to create/publish the approved Integration.
    11.7.3. Content Approval. Submit drafts at least two (2) Business Days before publishing; up to two (2) revision rounds; correct factual inaccuracies and adhere to the brief.
    11.7.4. Required Elements & Corrections. If required elements (e.g., tracking link, code, disclosures) are missing, promptly correct at your expense or re‑do if edits cannot cure.
    11.7.5. Compliance/Disclosure. Clearly disclose sponsorship; ensure statements are truthful and rights‑cleared; no outcome guarantees (SEO, revenue, "no‑work" results); disclose AI limitations where applicable; you indemnify Zarla for third‑party claims. No synthetic endorsements (deepfakes/voice clones/impersonations).
    11.7.6. Missing/Defective Tracking. Promptly remedy broken/missing links/codes; Zarla may require a corrected Integration.
    11.7.7. Usage License (Whitelisting). You grant Zarla a non‑exclusive, worldwide, royalty‑free license to reproduce, distribute, publicly display, adapt, and boost/whitelist the Integration and related assets on Zarla‑owned channels and paid media for 12 months from first post, with archival use thereafter.
    11.7.8. Minimum Live Period & Takedown. Keep the Integration live and publicly accessible for 12 months unless Zarla requests takedown for legal or brand‑safety reasons. If removed early without Zarla's request or legal necessity, you will promptly reinstate or provide a mutually acceptable make‑good.
    11.7.9. Competitor Exclusivity. Do not promote a directly competing AI website builder within 7 days before or 7 days after the Integration's initial publication, unless Zarla agrees in writing.
    11.7.10. Deliverables & Timing. Specific deliverables (format, length, placement), timelines, and any required analytics/links/screenshots will be set forth in an Insertion Order ("IO") or written confirmation from Zarla. You will deliver timely and provide reasonable post‑publication metrics upon request.
    11.7.11. Payment Schedule. The IO will specify compensation. Default: Net‑30 after go‑live of the approved Integration. If a 50/50 structure is agreed, 50% is due within ten (10) Business Days after draft acceptance and 50% Net‑30 after go‑live. Payments are contingent on compliance with this Section 11.7.

    12. Term and Termination

    12.1. Term. Begins on acceptance and continues until terminated.
    12.2. Termination by Either Party. Either party may terminate at any time with 10 days' prior written notice.
    12.3. Effect of Termination. On termination, cease all use of Zarla Marks/Ads; links disabled; no further commissions accrue (except per 12.4).
    12.4. Final Commissions. If you resign or are terminated without cause, Zarla will pay legitimate earned commissions above the payout threshold, subject to refund/chargeback holdback.
    12.5. Termination for Breach; Admin Costs. For breach/misconduct, Zarla may terminate immediately and withhold/cancel all unpaid Affiliate Fees. Zarla may recover its reasonable, documented administrative costs incurred in investigating and closing a breached account (capped at US$125), to the extent permitted by law, by offset against unpaid commissions or by invoice if none are payable.
    12.6. Post‑Termination. Remove all links/marks, cease promotions, and return/destroy Zarla confidential materials as directed.
    12.7. Survival. Clauses intended to survive termination do so, including 2, 4.5, 4.7, 4.8, 7.5-7.8, 8.13-8.14, 9.7, 10.6-10.9, 11.7.5-11.7.11, 12.6-12.7, 13, 14.3-14.12, 15, 16, 17, 18.1-18.3, 19, 20.

    13. Confidential Information

    13.1. Definition. Non‑public information designated confidential or reasonably understood as such, including special rates/terms, technology, launches, plans, non‑public financials, and any customer data provided. Excludes info already known without duty, public through no fault, or lawfully obtained without duty.
    13.2. Protection/Use. Use only for Program purposes; do not disclose without authorization; protect with reasonable care; notify of compelled disclosure; obligations last for 5 years (and for trade secrets/sensitive data, as long as protected by law).

    14. Representations, Warranties & Responsibilities

    14.1. Authority/Age. You have capacity (18+ or age of majority) or authority to bind your entity.
    14.2. Application Info. Your information is truthful and will be kept up‑to‑date; Zarla may verify.
    14.3. Your Site/Business. You are solely responsible for your site, content, disclosures, and compliance; you will indemnify Zarla (see 16.5).
    14.4. Agents/Subcontractors. You remain responsible for their compliance.
    14.5. No Infringement/Illegality. Your content will not violate third‑party rights or laws.
    14.6. Compliance. Ongoing compliance with privacy, data security, consumer protection, and advertising/endorsement rules.
    14.7. No Conflicts. This Agreement does not conflict with your other obligations.
    14.8. Approvals. Required third‑party approvals (if any) have been obtained.
    14.9. No Material Litigation. No pending/threatened claims preventing performance; notify Zarla if that changes.
    14.10. Competitive Programs. Zarla may operate other/competing programs and market directly or via others.
    14.11. No Guarantee. No guarantees regarding commissions or Program success.
    14.12. Monitoring/Audit. Zarla may monitor, request certifications, and require changes; deviations require prior written approval.

    15. Relationship of Parties

    15.1. Independent Contractors. The parties are independent; no partnership, JV, agency, franchise, sales representative, or employment relationship is created.
    15.2. No Authority to Bind. You cannot bind Zarla or collect payments for Zarla; clarify your independent status to users.

    16. Disclaimers

    16.1. As‑Is. To the maximum extent permitted by law, the Program, Zarla Site, tracking/reporting systems, and services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind (including merchantability, fitness, and non‑infringement).
    16.2. Operation. No guarantee of uninterrupted, error‑free, secure, or delay‑free service; tracking may not be 100% accurate.
    16.3. Information Accuracy. Zarla may change/correct/update information at any time; you rely at your own risk.
    16.4. Damage Exclusions. No indirect, special, consequential, incidental, punitive, or exemplary damages (including lost profits, goodwill, data), even if advised of the possibility.
    16.5. Indemnity. You will defend, indemnify, and hold harmless Zarla and its affiliates and their directors/officers/employees/agents/partners/contractors from all losses arising out of your breach, your site/business, misuse of Zarla IP, violations of law, or actual/alleged infringement by you or your agents/Sub‑Affiliates. Zarla may assume exclusive defense at your expense; you will not settle without Zarla's written consent.

    17. Limitation of Liability

    17.1. Cap. Zarla's total aggregate liability to you for all claims will not exceed the total Affiliate Fees paid or payable to you in the 12 months preceding the most recent claim, or US$100 if none.
    17.2. Scope. Limitations apply regardless of theory and reflect risk allocation.
    17.3. Exclusions. Zarla is not liable for losses from Program termination/modification, downtime, payment delays, content inaccuracies, user actions, or your reliance expenditures.

    18. Modifications to Agreement

    18.1. Right to Modify. Zarla may change this Agreement, policies, guidelines, and the Referral Fees Plan at any time with notice; material changes have at least fourteen (14) days' notice (unless required by law).
    18.2. Commission Changes. Commission structure may be modified prospectively; notice via Dashboard/email.
    18.3. Acceptance. Your continued participation after effective dates constitutes acceptance; otherwise you may terminate per Section 12.

    19. Miscellaneous

    19.1. Headings/Interpretation. Headings are for convenience; "including" means "without limitation"; no contra‑proferentem.
    19.2. No Waiver. Failure to enforce is not a waiver; waivers must be in writing by an authorized Zarla representative.
    19.3. Entire Agreement. This Agreement and incorporated documents are the entire agreement; a separately signed agreement controls in case of conflict.
    19.4. Governing Law. Delaware law (USA), excluding conflicts‑of‑law rules; CISG and UCITA do not apply.
    19.5. Jurisdiction. Exclusive jurisdiction in state/federal courts in Delaware; parties consent to venue and personal jurisdiction; injunctive relief may be sought elsewhere for IP/confidentiality breaches.
    19.6. Assignment. You may not assign/delegate without Zarla's consent; Zarla may assign freely.
    19.7. Independent Investigation. You have read and understand the terms and had the opportunity to seek counsel.
    19.8. Severability. Invalid provisions are enforced to the maximum extent; the remainder remains in effect; parties will seek a valid replacement achieving similar intent.
    19.9. No Third‑Party Beneficiaries. No third‑party rights, except as expressly stated (e.g., indemnified parties).
    19.10. Force Majeure. Zarla is not liable for failure/delay caused by events beyond its reasonable control.
    19.11. Language/Translations. English controls; translations are for convenience only.

    20. Independent Acknowledgment

    BY SUBMITTING AN AFFILIATE APPLICATION AND PARTICIPATING IN THE ZARLA AFFILIATE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT: (a) YOU HAVE INDEPENDENTLY EVALUATED THE BENEFITS AND RISKS AND ARE NOT RELYING ON ANY REPRESENTATION OTHER THAN AS SET FORTH HEREIN; (b) YOU UNDERSTAND THE PROGRAM REWARDS REFERRALS WITH COMMISSIONS BUT DOES NOT GUARANTEE RESULTS; (c) YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE WITHOUT RESERVATION; AND (d) YOUR AGREEMENT IS VOLUNTARY AND NOT UNDER DURESS.