1. Execution of the Agreement.
By selecting the online acceptance of this Agreement, you represent that this Agreement has been validly executed and delivered and constitutes a valid binding obligation against you. You also acknowledge that you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.

2. Enrollment.
To start the enrollment process, you must submit a completed online application. We then review the application and determine, in our sole discretion, whether to accept or reject you as an affiliate. Websites may be rejected because they contain obscene, inappropriate or otherwise objectionable material. We will notify you regarding your application in a timely manner (typically 1-2 business days).

Applications not completely filled out with contact name, company name, address, phone number, email address, federal tax id or social security number, etc., will not be accepted.

If your company does not have a website or you intend to refer clients to eZEE CMS while your website is being constructed, please specify that in your application, as different instructions will be issued to you pending approval of your application.

3. Links.
Upon acceptance as an affiliate, you will be issued a Welcome Letter containing pertinent information regarding your account. In this letter you will find a Unique URL for your website, from which you can choose eZEE CMS graphics, or eZEE CMS banners for your website. Your Welcome Letter will provide instructions on how to utilize your affiliate link and access the Affiliate Center to obtain graphics and/or banners for your website.

4. Independent Business.
Nothing in this Agreement will create any employment relationship between you and EZEE CMS. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party. Any person that follows the special link from your website to our website will be deemed to be a customer of EZEE CMS. Accordingly, we will be responsible for all aspects of order processing and fulfillment of our services. All our rules, prices, policies and operating procedures will apply to sales made under this Agreement. We expressly reserve the right to add, delete or modify our services and prices at any time. We also expressly reserve the right to reject any order, in our sole discretion.

Commission.
As a participant in EZEE CMS\ Affiliate Program, you will be entitled to receive a commission on the Net Revenue (as defined below) on the Paid Orders (as defined below) you refer to EZEE CMS. For purposes of this Agreement, \Net Revenue\ means the total revenue received on an order less state and/or county filing fees and discounts, less the cost of returns and chargebacks EZEE CMS incurs on any of your referred Paid Orders. For purposes of this Agreement, \Paid Orders\ means any order on which payment has been received by EZEE CMS and processed. Initially, you will be entitled to receive a ten percent (10%) commission on the Net Revenue generated by Paid Orders from customers who follow the Unique URL from your website to the EZEE CMS website.
Commissions will be paid to you on a monthly basis, with commission checks being mailed in the second week of the calendar month following the calendar month in which the Paid Orders were received.

5. Term.
The term of this Agreement shall commence on the date we accept your application into the Affiliate Program and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice of termination. You will only earn commission fees on sales occurring during the term of this Agreement. Notwithstanding any other provisions of this paragraph, this Agreement shall terminate automatically in the event of either party\s bankruptcy, insolvency or assignment for the benefit of creditors, and either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, shareholder, member, manager, employee, agent or any partner of the other party of any crime which may adversely affect the goodwill or reputation of either party. Additionally, we may terminate this Agreement effective immediately if you use EZEE CMS\ name, logo, or graphics or include a link to the EZEE CMS\ website in any form of unsolicited communication such as spam.

6. Your Rights as an Affiliate.
We grant you the non-exclusive, non-transferable right to maintain a link to the EZEE CMS\ website, solely in accordance with the terms of this Agreement, from which your website visitors can order online incorporation and related services. Additionally, we grant you a non-exclusive, non-transferable license to use our logos, trade names, trademarks and/or other identifying materials for the sole purpose of selling our services on your website. We reserve all our proprietary rights to these materials and may revoke your license at any time upon written notice.

7. Your Obligations as an Affiliate.
In performing under this Agreement, you shall:

a. comply with all applicable laws and regulations;
b. not use the trademarks, trade names, service marks, or logos of EZEE CMS except as expressly authorized by EZEE CMS;
c. not create, publish, distribute, or permit any written material that makes reference to EZEE CMS without first obtaining our written consent.;
d. not create, publish, distribute or permit any advertising in reference to EZEE CMS.; and
e. not use EZEE CMS\ name, the EZEE CMS\ logo, any EZEE CMS\ graphics or include a link to the EZEE CMS\ website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam). If you want to use EZEE CMS\ website content directly on your site please contact: affiliate@eZEE CMS.com. If you use any EZEE CMS\ content without permission, we will terminate your Affiliate status.

8. Our Rights.
Under this Agreement you grant EZEE CMS a non-exclusive license to utilize your logos, trade names or trademarks for the sole purpose of advertising, marketing and promoting our Affiliate Program. Any advertising, marketing or promoting done under this paragraph shall be in our sole discretion.

9. Our Obligations.
In providing incorporation, formation and related services to customers referred to us by you through our Affiliate Program, we shall comply with reasonable industry standards. We will NOT be responsible for the operation or contents of your website.

10. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto.

11. Disclaimer of Warranties and Limitation of Damages and Liability.
WE MAKE NO AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INCORPORATION, FORMATION AND RELATED SERVICES TO CUSTOMERS REFERRED TO US BY YOU THROUGH OUR AFFILIATE PROGRAM AND/OR ANY SERVICES PROVIDED BY US UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, we make no representations that the operation of our website or services will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors. In no event shall EZEE CMS or any of our agents, employees, officers or directors be liable for consequential, incidental or special damages, including lost profits, even if we have knowledge of the potential loss or damage.

12. Indemnification.
You agree to indemnify and hold harmless Threshold Computer Solutions, Inc. and its directors, officers, employees, agents and shareholders against any loss, liability, damage or expense that we may sustain by reason of any action or inaction by you in connection with your solicitation of orders for our services under this Agreement or the operation or contents of your website.

13. Modification.
We reserve the right to modify the terms of this Agreement, in our sole discretion. At a minimum, we will communicate any modification to you by posting updates to the Affiliate Terms and Conditions document maintained on our website. Your continued participation as an Affiliate after such modification will constitute your acceptance to the modified terms and conditions.

14. Miscellaneous.
a. Survival of Obligations.
The parties agree that the obligations imposed by paragraphs 11 12 and 13 will survive the termination of this Agreement.
b. Election of Remedy and Waiver.
The exercise of one right or remedy hereunder will not constitute an election or preclude either party from exercising or pursuing all other rights or remedies available to them under the law or as provided herein. The failure of either party at any time to require performance by the other party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
c. Assignment, Amendment and Severability.
Neither this Agreement nor any rights hereunder or interest herein may be assigned by either party without the written consent of the other, which consent will not be unreasonably withheld. This Agreement constitutes the entire agreement between the parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of either party. In the event any provision of this Agreement is found to be void or unenforceable, all remaining provisions of this Agreement will remain in full force and effect.
d. Governing Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, United States of America. The parties hereby submit to the jurisdiction of any state or federal court located in New York. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Larimer County, United States of America
e. Notice.
All notices under this Agreement shall be in writing and shall be deemed sufficient if delivered personally or if sent by registered or certified mail, postage prepaid, addressed to the receiving party if for Threshold Computer Solutions, Inc. at 2119 Winterstone Ct, Fort Collins, CO 80525, and if for Affiliate to the address provided in your Affiliate Application or to such other address as such party may designate in writing. Any such notice shall be deemed to have been received on the next business day after transmission by overnight or air courier, and on the third business day after transmission by certified or registered U.S. mail, return receipt requested.