ZiiOnaut AFFILIATE PROGRAM
TERMS AND CONDITIONS

These Terms and Conditions represent the entire agreement ("Agreement") between Zii Pte. Ltd., together with its affiliated companies (referred to as "Zii", "we", "our" and "us" in this Agreement) and you (referred to as "You" or "Your'), superseding prior agreements or communications concerning the same subject matter. It also applies to the Zii web site located at www.zii.com and www.zii.com-related web sites linked to www.zii.com/affiliate ("Site(s)"). We may amend, change, modify or otherwise update these Terms and Conditions ("Updates") at any time without prior notice to You. Such Updates shall be effective immediately upon posting of the amended Terms and conditions. We urge You to review these Terms and Conditions each time You visit the Site(s).

BY ACCESSING THIS SITE, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS AND TO OUR PRIVACY POLICY AND OTHER POLICIES FOUND ON THE SITE(S) WHICH ARE INCORPORATED HEREIN BY REFERENCE. PLEASE READ THESE CAREFULLY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS OR TO OUR PRIVACY POLICY OR ANY OF THE LISTED POLICIES, PLEASE DO NOT USE THIS SITE.

SECTION A: ZiiOnaut AFFILIATE PROGRAM

1. REGISTRATIONS

ZiiOnaut Affiliate Program is open for registrations worldwide. However, the ZiiOnaut Affiliate Program is intended to be launched in phases for different regions in the world, starting with the Republic of Singapore. At this time, only Singaporeans and Permanent Residents of Singapore (residing in Singapore) are eligible for ZiiOnaut Affiliate Program membership and each member may maintain only one ZiiOnaut Affiliate Account. However, as stated above, we welcome registrations from non-Singaporean and non-Permanent Residents individuals as we will keep You duly informed when the program becomes available in Your region. Zii, however, reserves the right at its sole discretion to reject any application for membership without giving any reasons whatsoever. Membership commences upon acceptance and approval of the membership application by Zii and such membership is personal to the individual and is non-transferable.

2. ELIGIBILITY

2.1. The minimum age to be a ZiiOnaut Affiliate is 18 years. In the event that You are less than 18 years of age, You will require consent in writing from Your parents or guardians to be a ZiiOnaut Affiliate. Zii will, however, not be liable or responsible for the verification of the parent's or guardian's signature, nor for the verification of the parent's or guardian's authority to give consent.

2.2. Only individual persons may be enrolled as members for the ZiiOnaut Affiliate Program. Corporations and/or other legal entities cannot be enrolled as members. ZiiOnaut Affiliate Accounts are not transferable. Enrolment of several persons under a single account (joint account) and multiple enrolments by a single person are strictly prohibited. In order to register for the Zii Affiliate Program, you are required to give accurate, correct and true information about yourself, failing which, you will not be eligible for the ZiiOnaut Affiliate Program.

2.3. Your participation in the ZiiOnaut Affiliate Program is strictly subject to our approval. In the event that we find that the material in Your web site is unsuitable for any reason, which may include (but shall not be limited to) promotion of violence, sexually explicit materials, discrimination of any religion, race, nationality or in any other way whatsoever or if we discover that You are or have been involved in illegal and/or fraudulent activities, Your application or Your ZiiOnaut Affiliate Account shall, at our sole discretion, be rejected and/or terminated as the case may be.

3. ZiiOnaut LINKS

3.1. Once You are an approved member, You will be granted a non-exclusive, worldwide, revocable, royalty-free license to provide certain web site(s) links (made available by us to You) to allow You to create Your own promotional content to promote Zii or other approved content, which may be used on Your web site for the terms of this Agreement or earlier termination thereof, as the case may be. These ZiiOnaut Links which will be made available to You, may include (but not be limited to) product links, cart links, search box links etc. To allow us to track Your Affiliate ID accurately as well as the amount of referral fee accrued to You, we will provide You with web links in HTML format to be used on all Your links between Your web site and the Site(s) (together, all links we provide to You, are referred to as "ZiiOnaut Links").

3.2. You are not allowed to change or modify any of these ZiiOnaut Links in any way and are solely responsible for ensuring that the formatting and interfacing of Your promotional material together with such ZiiOnaut Links is done properly, especially to enable us to track Your Affiliate ID for purposes of compensation of referral fees accrued to You and we will not under any circumstances be liable or responsible for Your failure and/or negligence to set up the ZiiOnaut Links correctly and/or properly. You are solely responsible for the operation and proper maintenance of Your web site at all times and for ensuring the accuracy of all information that You provide in Your web site.

3.3. No other rights are granted by us hereunder, save as expressly provided in clause 3.1 above

4. ZiiOnaut AFFILIATE PROGRAM STRUCTURE

4.1. You need to acknowledge that you understand and agree to these Terms and Conditions herein before you are able to participate in the ZiiOnaut Affiliate Program. The ZiiOnaut Affiliate Program offers a One (1) year *FREE membership. An approved ZiiOnaut Affiliate will get to enjoy a referral fee payout of x per cent (x%) (Please refer to Annex 1.0 for commission rates) of the selling price of the Product(s) sold on the Site(s) as a result of users being directed there by the ZiiOnaut Links on Your web site (referred to as "ZiiOnaut Commission' or "ZiiOnaut Commissions") PROVIDED THAT, subject to clause 3.2 above, we are able to track it back to Your Affiliate ID.

4.2. By Your participation in the ZiiOnaut Affiliate Program, You acknowledge and agree that we may send You email updates on the ZiiOnaut Affiliate Program and that we have a right to access, monitor, receive information from and about customers who visit Your site or any communication between You and Your customers, for purposes which include enabling us to ensure the quality of our user experience and ZiiOnaut Link functions etc.

4.3. Any renewal of membership is to be done online, on an annual basis. Annual renewals will be regulated by our Zii system approximately Thirty (30) days before the expiration of Your ZiiOnaut Affiliate membership and You will receive an email notification of the same. If You wish to renew, you will need to login to Your ZiiOnaut Affiliate Account page and follow the renewal process and Your membership will be renewed subject to Your acceptance of the then prevailing terms. In the event that You do not renew or You allow your ZiiOnaut Affiliate membership to lapse and/or expire without renewal, please note that Your membership will be cancelled and all accrued Zii Commissions earned, any benefits and/ or privileges earned but not redeemed at such time, will automatically be forfeited or cancelled.

5. PURCHASE

5.1. Any purchase by your customers of any Zii-branded product(s) including Zii-branded accessories and/or third party products, which shall including Creative Product(s) from the Site(s) as a result of Your customers being directed there by the ZiiOnaut Links on Your web site, shall be governed by the Sale and Purchase Agreement.

5.2. Any purchase by your customers of any Zii-branded product(s) including Zii-branded accessories and/or third party (including Creative) Product(s) from the Site(s) as a result of Your customers being directed there by the ZiiOnaut Links on Your web site, shall be governed by the Sale and Purchase Agreement.

5.3. Zii may at any time and without any liability to You, make changes to any Product(s) and/or promotions offered on the Site(s), or to the applicable prices for any such Product(s) and/or promotions at any time, without notice. The materials on the Site(s) with respect to Product(s) and/or promotions may be out-of-date, and Zii makes no commitment to update the materials on the Site(s) with respect to such Product(s) and/or promotions.

6. SHIPPING AND DELIVERY

Please refer to the Shipping Policy for Shipping and Delivery terms.

7. PROCESSING OF ORDERS

When orders for Products are placed by Your referral customers through the ZiiOnaut Links on Your web site, we are responsible for order processing and fulfillment of all such orders, subject to the terms in this Agreement. We however, reserve the right to reject any orders that are not complete and/or do not comply with any requirements.

8. ZiiOnaut COMMISSIONS

8.1. Subject to clause 9 below, we will pay You ZiiOnaut Commissions for sales generated as a result of Your customers being directed there by the ZiiOnaut Links on Your web site. You will earn a flat rate commission of x per cent (x%) of the selling price of the Products (Please refer to Annex 1.0 for commission rates) provided that we are able to track such sales to Your Affiliate ID (please refer to clause 3 above). You will be able to access the report(s) through Your ZiiOnaut Affiliate Account.

8.2. ZiiOnaut Commissions are only calculated after orders have been processed, shipped and respective payment is received by us. Subject to clause 9, when a withdrawal is made, ZiiOnaut Commissions will be made in United States Dollars (USD) by way of cheque. The currency of transaction will be in USD. ZiiOnaut Affiliates can view their ZiiOnaut Commissions through their Account Statement online at Your Zii Affiliate Account page.

8.3.  No commission will be awarded for any Extended Warranty purchased or other such related plans and/or other related programs except where explicitly stated by Zii. Zii reserves all rights not to award ZiiOnaut Commissions if the ZiiOnaut Affiliate does not comply with or is in breach of any term of this Agreement. Bonus commission earned from permitted promotions (if any) will be credited at the end of the promotional period. Pooling of any commissions from different or similar ZiiOnaut Affiliate programs is not permitted.

8.4. Please note that in the event of any credit card chargebacks, product returns, refunds and/or fraud attributable to Your ZiiOnaut Affiliate Account, Zii reserves all rights to seek reimbursement or claim any such amounts previously paid to you by way of ZiiOnaut Commissions and also, any related costs and/or expenses associated with seeking such reimbursement or claim.

9. ZiiOnaut COMMISSION WITHDRAWAL AND EXPIRY DATE

9.1. Before the ZiiOnaut Affiliate is allowed to make a withdrawal, the ZiiOnaut Affiliate must have accumulated a minimum commission amount of at least USD$200.00 at the time of withdrawal,. Cheques will only be issued in the name of the ZiiOnaut Affiliate and mailed to the ZiiOnaut Affiliate's residential address (please note that the address cannot be a hotel, P.O. Box, APO or FPO address). In the event of a request for cheque re-issue, the ZiiOnaut Affiliate will have to pay a USD$30.00 administrative fee. Such fee may be set-off from your ZiiOnaut Commissions, at Zii's sole discretion. Subject to the terms of this clause 9 and there being no discrepancies when the withdrawal request is made, You can expect to receive the cheque within approximately thirty (30) to sixty (60) calendar days after Your notification that You would like to make a withdrawal. Your cheque will only be issued in US currency. Please note that should there be any bank or transaction costs or fees associated with Your withdrawal, any such amounts payable, shall be borne by You. All ZiiOnaut Commissions earned will have a One (1) year validity period from the date each such ZiiOnaut Commissions accrues to Your ZiiOnaut Affiliate Account, on a non-cumulative basis. This means that if, for example, You earn USD$5.00 of ZiiOnaut Commissions on 2 January 2009, and USD$2.00 on 15 February 2009, Your US$5.00 of ZiiOnaut Commissions earned will expire on January 2010 and the USD$2.00 earned will expire on February 2010 respectively. Please note that ZiiOnaut Commissions will be reflected in Your Zii Affiliate Account only fourteen (14) days after the occurrence of the relevant transaction.

9.2. In the event of any commission discrepancies, the ZiiOnaut Affiliate must file a Commission Dispute Claim to Our Zii Contact Center. Zii will then investigate the claim and accordingly, make a decision after investigations are done. All decisions made are final and not subject to appeal. When a dispute claims commission is filed and found to be in favor of the claimant, Zii make the relevant adjustments in the next statement cycle. In the event that the dispute claims commission finds in favor of Zii, the ZiiOnaut Affiliate shall accordingly, make the relevant payment forthwith to Zii. If this is not done within thirty (30) days, Zii reserves all rights to set-off against any ZiiOnaut Commissions due to the ZiiOnaut Affiliate.

10. TERM OF MEMBERSHIP

Subject to the terms of this Agreement, the term of membership shall be for a period of One (1) year.

11. TERMINATION OF MEMBERSHIP

11.1. In the event that You wish to terminate the membership before the expiration of the One (1) year period, You will need to give us Thirty (30) days' written notice. Zii reserves the right to terminate Your membership giving you Thirty (30) days' written notice. Notwithstanding Sections 8 and 9 above, please note that all accrued ZiiOnaut Commissions earned, any benefits and/ or privileges will be forfeited or cancelled with immediate effect the day following the last day of such notice period. Membership will also cease automatically upon the death of the ZiiOnaut Affiliate. Similarly, all accrued ZiiOnaut Commissions earned, any benefits and/ or privileges earned but not redeemed at the time of death, will automatically be forfeited or cancelled. Any requests for withdrawal of any ZiiOnaut Commissions after termination of membership will not be entertained.

11.2. In the event that You have not earned any ZiiOnaut Commissions or if Your ZiiOnaut Affiliate Account is otherwise inactive during any One (1) year period as a ZiiOnaut Affiliate, please note that Zii reserves the right to terminate Your account upon the expiry of the said One (1) year period without prior notice to You.

11.3. In the event of misconduct, Zii reserves the right to exclude any existing members or applicants from joining or further participating in the ZiiOnaut Affiliate Program. All ZiiOnaut Commissions accrued by the ZiiOnaut Affiliate may be revoked at any time without prior notice or reason from Us, without compensation to You. The ZiiOnaut Affiliate may also be held liable for all damages, litigation and transaction costs thereto related.

12. LINKS TO THIRD PARTY WEB SITES

Links to third party web sites from the Site(s) are provided solely as a convenience to You. You are advised to check the privacy policies and terms of use of those third party web sites before providing Your personal information to or through them. We have not reviewed these third party web sites, do not control and are not responsible for any of these web sites, their content, their privacy policies or their terms of use. We do not endorse or make any representations about these web sites, or any information, products, services or materials found there. Access to and use of other such web sites is solely at Your own risk and subject to any terms and conditions applicable to such access and use.

13. DISCLAIMERS/ LIMITATION OF LIABILITY

13.1. Zii DOES NOT GUARANTEE OR PROMISE THAT YOUR USE OF THE SITE(S) OR ANY CONTENT OR FEATURE OF THE SITE(S) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE(S) WILL PROVIDE ANY SPECIFIC RESULTS. THE SITE(S) AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE SITE(S) IS SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. Zii CANNOT ENSURE THAT ANY FILE/S OR OTHER DATA YOU DOWNLOAD FROM THE SITE(S) WILL BE FREE OF VIRUSES, TROJANS, WORMS, SPYWARE, CONTAMINATION OR DESTRUCTIVE FEATURES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Zii DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Zii DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE(S). YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE(S) AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST Zii FOR ANY DISSATISFACTION WITH THE SITE(S) OR ANY CONTENT OR ANY PART THEREOF IS TO STOP USING THE SITE(S) OR ANY SUCH CONTENT.

13.2. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

13.3. TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA OR OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE ZIIONAUT AFFILIATE PROGRAM EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE AND ACKNOWLEDGE THAT OUR TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR THE ZIIONAUT AFFILIATE PROGRAM SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNT OF ZIIONAUT COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT AND/OR THE ZIIONAUT AFFILIATE PROGRAM.

13.4. You will indemnify, defend and hold us harmless from and against any and all demands, claims, allegations, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and/or disbursements), resulting from or arising out of, (a) the operation, contents and/or maintenance and/or usage of Your web site, (b) any breach of representation, warranty, covenant and/or any terms in this Agreement (c) any of Your acts or omissions which shall include, but is not limited to claims related to personal injury, death, or real or personal property damage.

13.5. Zii reserves all rights to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Site(s), or any portion of the Site(s), for any reason; (2) modify or change the Site(s), or any portion of the Site(s), and any applicable policies or terms; and (3) interrupt the operation of the Site(s), or any portion of the Site(s), as may be necessary to perform routine or non-routine maintenance, error-correction, or other changes.

14. GENERAL CONDITIONS

14.1. Zii shall not, under any circumstance, be liable for any content offered or promised from any third party content provider or for any action that may arise as a result of using a third party content provider. Zii shall not be responsible to the ZiiOnaut Affiliate for any delay in performance or non-performance of its partner/s and/or ZiiOnaut Affiliate due to causes beyond its reasonable control. Zii shall not be in breach of its obligation of confidentiality if disclosure of a ZiiOnaut Affiliate's confidential information is pursued in conjunction with an order of court, or is required by law or any governmental or regulatory authority. If however, the disclosure is not immediately required, Zii may give the ZiiOnaut Affiliate reasonable prior notice in writing of such disclosure, where it is so able to.

14.2. ZiiOnaut Affiliates will bear any and all charges, fees, taxes, levies, duties or additional cost that may arise with the receipt of ZiiOnaut Commissions or benefits. ZiiOnaut Affiliates are responsible for keeping themselves abreast of the current Terms and Conditions of the ZiiOnaut Affiliate Program which are posted on the Site(s). Continued participation in the program by a ZiiOnaut Affiliate will be regarded as acceptance of the current Terms and Conditions.

14.3. It is the responsibility of ZiiOnaut Affiliates to keep us duly notified of any change in their mailing address and email address. Any communication we send to ZiiOnaut Affiliates will be regarded as delivered when posted to the mailing address stated in our records. Zii shall not be liable or responsible for any delayed, misdirected or lost mail. Any change in the ZiiOnaut Affiliate mailing address must be updated promptly online at Your Zii Affiliate Account.

14.4. We reserve the right to modify any of the Terms and Conditions contained herein at any time, at our sole discretion, by posting a notice of change, or a new version of the Agreement on the ZiiOnaut Affiliate Web Site. Modifications may include but not be limited to, changes in the scope available for ZiiOnaut Commissions to be paid, commission fee schedules, payment procedures, ZiiOnaut Affiliate Program rules etc. IN THE EVENT THAT ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A NOTICE CHANGE OR A NEW AGREEMENT ON ANY SITE(S) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE ON YOUR PART.

14.5. In the event that ZiiOnaut Affiliate collaterals are available in other languages, the English language version shall prevail and be the only point of reference if any discrepancy arises.

14.6. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL THE TERMS AND CONDITIONS. All decisions made by Zii shall be final and conclusive in each case.

15. GOVERNING LAW; LEGAL COSTS

The terms and conditions of this Agreement shall be construed and governed by the laws of the Republic of Singapore, excluding any choice of law principles. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only or filed first in the courts located in the Republic of Singapore and You hereby irrevocably consent and submit to the non-exclusive jurisdiction of such courts for the purposes of litigating any such action. Process may be served on either party in the manner authorized by applicable law or court rule. Any court proceedings shall be conducted entirely in English. In any action or suit to enforce any right or remedy under the Agreement or to interpret any provision of the Agreement, the prevailing party shall be entitled to recover, in addition to other relief granted, reasonable attorneys' fees, costs and other expenses of litigation. Notwithstanding any other provision of the Agreement, we have the right to obtain the remedy of specific performance of any term contained in the Agreement, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in the Agreement, or any combination thereof, in any court having jurisdiction thereof.

16. SEVERABILITY; NO WAIVER

If any provision of the Agreement, or their application to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable or void, its remaining provisions and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. Neither our failure nor our delay in exercising, enforcing or taking action against You with respect to any of our rights or powers shall operate as a waiver of such powers or rights. No single or partial exercise by us of any of our powers or rights will preclude us from exercising such powers and rights in the future or from exercising other powers and rights.

17. NO THIRD PARTY RIGHTS

Nothing in this Agreement shall grant to any third party any right to enforce any term of this Agreement or to confer on any third party (except our affiliated companies) any benefits under this Agreement for the purposes of the Contract (Rights of Third Parties) Act (Cap 53B) the application of which legislation is hereby expressly excluded.

18. NO ASSIGNMENT

You may not assign Your rights or obligations under the Agreement without our express written consent.

19. NO MODIFICATION BY YOU

The Agreement may not be supplemented, altered or modified by the use of any statement(s), document(s), or material submitted by You. Any attempt to modify, supplement or amend the Agreement will be null and void unless agreed to in writing by us.

20. CONTACT US

If You have any questions or require any clarification on our Zii Affiliate Program, please provide your full name and contact details and click HERE or if you prefer, you may write to:

     Zii Pte. Ltd.
     31 International Business Park
     Creative Resource
     SINGAPORE 609921

(Attn: Zii Contact Center - Zii Affiliate Program Issues)

SECTION B: DEFINITIONS

As Used in this Agreement, the following terms and phrases shall have the following meanings:

"Affiliate ID" shall mean each Zii Affiliate's unique Affiliate ID generated by Zii.

"Creative" shall mean Creative Technology Ltd, a company incorporated in the Republic of Singapore and/or its affiliates.

"Creative Product(s)" shall mean certain accessories produced and/or manufactured by Creative and available only at www.zii.com.

"Development Platform Product(s)" shall mean any product whether hardware or software that may be used by any person to further develop software applications.

"Product(s)" shall mean any Zii-branded product(s) and may also include Creative Product(s) sold by Zii on any of the Site(s).

"Terms and Conditions" shall mean the ZiiOnaut Affiliate Program Terms and Conditions.

"USD" or "US$" shall mean the lawful currency of the United States of America.

"ZiiOnaut Affiliate" shall mean a person(s) or user(s) who agree(s) to our Terms and Conditions.

"ZiiOnaut Affiliate Account" shall mean an account created by You with us to be entitled to the ZiiOnaut Affiliate Program benefits.

"ZiiOnaut Affiliate Program" shall mean a program whereby approved and eligible Zii Affiliates can earn ZiiOnaut Commissions convertible to USD currency, subject to the Terms and Conditions stated above.

"ZiiOnaut Affiliate Web Site" shall mean our web site at www.zii.com/affiliate.

"ZiiOnaut Links" shall mean a link or links that include(s) the unique Affiliate ID.

(*Subject to changes from time to time by Zii.)

Annex 1.0