- All Independent Advertising Agents (IAA) are considered to be Independent Contractors. For both taxation and legal purposes, IAAs are not franchisees, joint ventures, partners, employees, or agents of ZIOT RIOT, LP, dba ZIOT™, hereafter referred as Ziot™. They are prohibited from stating or implying anything to the contrary, either orally or in writing. An IAA has no authority to bind ZIOT or incur any obligation on behalf of ZIOT. ZIOT is not responsible for payment or co-payment of any IAA employee benefits. IAA’s set their own hours and determine how to conduct their ZIOT business within the policies established in these terms and agreement. IAAs are responsible for their own liability, health, automobile, disability, workers compensation, and all other insurance.

As independent contractors, IAAs will not be treated as franchisees, partners, employees, or agents for federal or state tax purposes, including, with respect to the Internal Revenue Code Social Security Act, the Federal Unemployment Act, State Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation. At the end of each calendar year, ZIOT will issue to each IAA an IRS form 1099 or other applicable documentation required by law for non-employee compensation of an IAA Membership.

- ZIOT will issue IRS Form 1099-MISC, which reports the amount of bonuses, including, but not limited to, money & vehicles, paid to the independent IAA on an annual basis, if payments to that IAA equal or exceed $600.00 in the calendar year. Agent is solely responsible for paying all taxes due as a result of payments made by ZIOT to IAA’s.

CANDIDATES

- An IAA is responsible for introducing a Candidate via the Ziot registration process - according to the procedures of the IAA referral program. An IAA is entitled to receive bonuses at the stated rates of finding qualified Candidates that register with ZIOT as: Associates $8 for the initial year of registration and $4 each subsequent year of continued registration; and, IAA’s $12 for each initial year of registration and $6 for each subsequent year of continued registration.

- Qualified Candidates must be new first time candidates to ZIOT.

MEMBERSHIPS

- ZIOT reserves the right to reject any IAA registration that is incomplete or otherwise unacceptable. Unacceptable includes but are not limited to those that are inaccurate or submitted in violation of ZIOT’s ideals, Code of Ethics, all of ZIOT’s policies and procedures, any amendments, and any applicable law.

- Each member must submit and maintain a correct mailing and shipping address that accurately reflects where the member resides and is doing business. Phone, fax, and /or cell phone numbers must also be kept accurate.

- ZIOT is required by law to account to governmental authorities for bonuses made to IAAs. If ZIOT is to properly fulfill this obligation, each IAA must submit and maintain accurate and truthful tax related information with ZIOT. IAA memberships that are set up or maintained in any manner that includes a false Social Security or EIN number are voidable. ZIOT reserves the right to seek verification of the information in question from any governmental agency prior to making a determination the registration is void. The IAA shall be required to pay to ZIOT any and all bonuses of any kind paid to an invalid IAA membership and forfeit any bonuses or title derived as a result of the voided membership.

- Those who are living in the United States who are not U.S. citizens must submit the W-8 Certificate of Foreign Status. This form can be obtained by calling 800-829-3676. This form can be faxed to 000-000-0000.

- Only Memberships in good standing can upgrade to IAA Memberships

- Unless an IAA voluntarily resigns or is terminated, the length of the IAA’s membership with ZIOT is one year. All IAA’s must renew their memberships on an annual basis, usually coinciding with their anniversary dates. ZIOT will use the same means of initial payment to renew their membership. If this renewal means is not available, the IAA will be required to submit a renewal fee of $80. Failure to remit the renewal fee by the renewal date will result in a hold being placed on the account that will prevent the IAA’s membership from all membership activity. Checks for bonuses already earned but not issued will be issued. If the renewal fee has not been paid 30 days after the renewal date, the membership will be terminated and the IAA will forfeit the right to compensation earned during the 30 days of unpaid hold time, and/or bonuses not yet issued by ZIOT. All the sanctions and conditions applicable to any terminated membership will apply.

- Any IAA may terminate their membership with ZIOT at any time. The membership may be terminated for any reason, and the IAA is not required to specify the reason.

- ZIOT reserves the right to revoke memberships for violations to its IAA Terms and Agreement Policy

- This offer is not valid where prohibited by law.

DEATH

- IAA Memberships are inheritable. In the event of the death of an IAA, the rights and title of that membership shall pass to the individual’s heirs under the law of the jurisdiction in which the individual resided.

- Evidence of the death of the individual must be submitted within 90 days of the date of death. A certified copy shall establish the death.

- ZIOT will comply with any certified court order or other legal documentation directing the disposition of the membership.

- Upon the notification of an IAA’s death, that membership will be frozen and all assets held until a certified court order is received. Upon this receipt the heir must provide information required for IAA memberships and keep / make the account current in all fees; or, withdraw any assets in that account and close the membership.

- In the event a court appointed heir notifies ZIOT past the 90 days of the death of the IAA and the account has been terminated, the heir is able to recoup any bonuses during the 90 days that there was an active membership. If this money has passed to the IAA’s state’s unclaimed property authorities the heir must pursue the claim of that money with that agency. If ZIOT does not receive notification of intent to have the membership pass to the heirs of the decedent within 90 days of the IAA’s death, the membership will be terminated and the money will be considered unclaimed.

BONUSES

- Bonuses will not be applied retroactively.

- A $5 handling and service fee will be charged with each bonus check you request.

- You continue to generate bonus income on repeat business each year your referrals renew their Associate or IAA membership.

- In the event that any bonus checks remain undeliverable for the duration of the membership and after the bonus is earned or entitlement to rebate occurs, after a final effort to make contact by ZIOT, the outstanding funds remaining, less the administrative charge(s)) shall be turned over to the respective state’s unclaimed property authorities when required to do so under the laws of that state. So long as the failure to receive the monies from ZIOT has arisen because of the failure of the IAA to maintain a correct address and contact numbers on file with ZIOT.

- The Candidate and IAA must follow the IAA Terms & Agreement Policy to receive an Advertising Bonus.

BUSINESS PROMOTION

- ZIOT does not allow IAA’s to advertise through spamming. Spam is defined as, but not limited to: unsolicited e-mail on the Internet. In cases of spamming ZIOT reserves the right to withdraw your bonuses and cancel your membership.

- Contact with potential Candidates shall be made in a reasonable manner and during reasonable hours. A demonstration or presentation shall be discontinued upon the request of the potential Candidate.

- Testimonials must be your own and must expressly avoid any claims of inflammatory bonuses. IAAs must truthfully and fairly describe ZIOT’s Bonus referral plan. No false or misleading income claims may be made to Candidates. IAAs may not use their own incomes as indications of the success assured to others. Bonus checks may not be used to guarantee bonuses. IAAs must gain written permission from ZIOT for use of testimonials in any type of written advertising.

- IAAs may not answer the telephone or use a recording solely stating “ZIOT” or any other communication that would lead the caller to believe that the corporate offices of ZIOT had been reached.

- ZIOT encourages its IAAs to use the promotional materials provided to them. IAAs who would like to produce their own advertising and promotional material is allowed by ZIOT. However; all advertising of any type of media (including but not limited to printed or copied materials of any kind; radio, the Internet, television, DVD, magazines, newspapers) must be approved by the ZIOT’s compliance department prior to its publication or use. Privately published media that uses ZIOT trademarks or that is used in connection with the promotion of ZIOT must also be approved. Failure to receive approval for advertising material of any kind will result in disciplinary action against the IAA(s) responsible. IAAs may obtain approval by submitting a copy of the proposed advertisement or statements that are going to be made prior to their use by faxing them to 000-000-0000 or via the internal message system at ZiotCompliance.

- All radio and television advertising must have the following two sentences:

- This ad has been paid for and produced solely by a ZIOT Independent Advertising Agent

- ZIOT, ZIOT RIOT, L.P., ZANDER, SITE A ZIOT, IAA, etc... are trademarks of ZIOT RIOT, L.P. and are registered in the USA

- IAA’s are prohibited from using a familiar relationship to any founder, manager, or employee of ZIOT to promote either themselves or their IAA membership.

- IAA’s are prohibited from using their former employment at ZIOT to promote either themselves or their membership. IAA’s may not allege or imply that they have unique access or a special advantage with ZIOT executives or employees that other IAAs do not have.

- IAAs may not offer or promote ZIOT in a country in which ZIOT is not doing business. It is imperative to ZIOT’s growth that its attorneys and regulatory officials review all procedures and materials to comply with specific domestic and foreign laws. ZIOT’s international development department must perform all tasks related to the opening of a new country.

- All IAA web pages must be pre-approved and registered with ZIOT. Each page must be footed with “ZIOT, Ziot Riot, Site A Ziot, Zander, IAA, etc… are trademarks of ZIOT RIOT, L.P. “ It must also have the words, “ZIOT Independent Advertising Agent”

- In order to protect and preserve ZIOT’s trademarks it prohibits the use of all its trademarks, in any form, in Internet website URLs and domain names. This includes but is not limited to trademarks such as ZIOT, Ziot Riot, Zander, Site A Ziot, IAA, either individually or in combination with other words.

CHANGE TO TERMS AND CONDITIONS

- These terms and conditions are subject to change with 30 days notice to IAAs.

- Details of the program are subject to change without notice.

VIOLATION OF PROCEDURES

The ambition of ZIOT is to manage all compliance issues fairly and professionally. ZIOT will act only on corroborated evidence in documentary form. This will insure the rights and fair treatment for all. All complaints must be in writing, with written evidence of the misconduct that has occurred. Resolution to Problems

If in the event the offense is a legal matter or a Terms & Agreement violation and not just misconduct, the IAA may make their complaint directly to ZIOT. Resolution to Problems

Investigation Procedure

- Initiate complaint via the Resolution to Problems in the site map link .within 30 days of occurrence.

- ZIOT investigation. Upon receiving written documentation and complaints, ZIOT will contact the parties involved and other relevant persons to obtain all the facts and versions of the offense in question.

- Time limit for accused to respond to our investigation, within 30 days of conclusion of ZIOT’s investigation

- ZIOT final evaluation

Possible Consequences

- A membership may be given a written warning for violating Ziot’s Terms & Agreement, including any published amendments.

- ZIOT may fine IAAs who are found to have violated ZIOT policies, at ZIOT’s sole discretion.

- A membership may be suspended for violating ZIOT’s Terms & Agreements, including any published amendments. ZIOT will inform the membership in writing that the suspension has occurred and the effective date cited on the written notification. ZIOT will site the reason for the suspension and the steps necessary (if any) to remove the suspension.

ZIOT may take certain action during the suspension period, including but not limited to the following:

1. Freezing the membership & holding bonuses

2. Membership placed on the suspension list.

3. Prohibiting the membership from functioning as an IAA and sponsoring new Candidates.

4. Using their membership. In the event that the membership has items listed the vacation notification will be activated for the duration of the suspension.

5. Prohibited use of any of ZIOT’s proprietary marks, logos, trademarks, and/or materials.

6. Prohibiting the membership from purchasing from the fan shop.

ZIOT, at its sole discretion, determines that the violation which caused the suspension is continuing or has not satisfactorily been resolved, or if a new violation involving the suspended IAA occurs, the membership may be terminated.

- ZIOT reserves the right to revoke memberships for violations to all its Terms and Agreement Policy, including any amendments. At its sole discretion, ZIOT may terminate a membership for any reason upon 30 days prior written notice. The termination letter will be sent to the last known address maintained in ZIOT’s files and will be effective as of the date of the notice.

Immediately upon termination, the terminated IAA:

1. Must remove and permanently discontinue use of trademarks, service marks, trade names and any signs, labels, stationary, or advertising referring to or relating to any ZIOT product, plan, or program;

2. Must cease representing themselves as an IAA;

3. Loses all rights to their membership, including but not limited to titles and future bonuses;

4. Must take all action reasonably required by ZIOT relating to protection of its confidential information.

ZIOT reserves the right to offset any amounts owed by an IAA to ZIOT from bonuses.

- If an IAA wishes to appeal termination by ZIOT, an appeal in writing must be received within 15 days from the date the IAA receives notice of termination. If no appeal is received within the 15 day period, the termination will be deemed final. If an IAA files a timely notice of appeal, ZIOT will review the appeal and notify the IAA of its decision. The decision of ZIOT will be final and subject to no further review. In the event the action is not rescinded, the discipline will remain effective as of the date stated in the original action notice.

ZIOT EARNED VEHICLE

1. Introduction

ZIOT is offering you an opportunity to earn either (i) a vehicle or (ii) $10,000.00 in cash. The terms and conditions of this program are described more fully in Section 5, below.

This is not a contest and this is not a leased vehicle. The Earned Vehicle Program is one in which the IAA “earns” either a vehicle or cash. The value up to $25,000.—for a bonus vehicle or a $10,000.00 cash option will be reflected in a 1099 form sent to the IAA. It is recommended the IAA consult with their tax preparer.

2. Entry Period

The earned time frame begins and ends in any two year, or 24 month, time period, beginning any month and ending in the following 24TH month.

3. Who is Eligible

The Earned Vehicle is open to all IAA’s (Independent Advertising Agents) in good standing with ZIOT.

4. How to Participate

Become an IAA and refer 10,000 qualified Associate Members and/or IAA’s within a 24 month period.

5. Bonus

Each qualifying IAA will receive their choice of one of the following bonuses:

A. An earned vehicle from ZIOT’S vehicle designated distributorship, valued up to $25,000.00

- or -

B. A cash option of $10,000.00.

Except as specified herein, no substitution is permitted, except by ZIOT, who reserves the right to: (i) substitute any of the Earned Vehicle offer of equal or greater value; or (ii) provide the IAA with the earned cash value of $10,000.00. All taxes, costs, and fees associated with these earnings, including such amounts that may be incurred as a result of transportation to and from the dealership, taxes, registration, accommodations, or any other expenses are the sole responsibility of the IAA.

Each earned vehicle offer is subject to availability and restricted to the dates outlined on the specific offer. If an earned vehicle is offered by ZIOT but the IAA does not utilize such offer during the time period outlined, the earned vehicle and/or earned cash is null and void and no further compensation will be offered. It is highly recommended that the IAA designate his or her desired earned vehicle or cash upon confirmation of having qualified for such compensation. If a vehicle offer is unavailable at the time the IAA receives the earned vehicle notification, ZIOT may substitute an equivalent vehicle of equal or greater value or award the winner with the cash value of $10,000.00. Substitution to be made in ZIOT’s sole discretion.

A signed contract will be required for the ZIOT vehicle to have two ZIOT decals on the vehicle for no less than two years. Each decal will be placed on the driver’s and front passenger’s door, or depending on the design, elsewhere.

The IAA’s username will be placed in conjunction with the ZIOT decal to help the IAA build their business.

6. How to Earn a vehicle

An IAA who refers 10,000 qualified Associates and / or IAA’s within a 24 month period earns a vehicle or earned cash. Within forty five (45) days of qualifying, ZIOT will notify the IAA via the ZIOT messaging system. As a condition to receiving the earned vehicle and/or earned cash, the IAA, must complete an affidavit of eligibility/publicity and liability release (the "Affidavit") and return the Affidavit to ZIOT properly executed, within thirty (30) days of notification. The Affidavit must be mailed or faxed to ZIOT, Attention: EARNED VEHICLE BONUS at (713) 000-0000. If mailed the post mark must reflect the 30 notification. If mailed send to: ZIOT Riot, L.P., 10300 Cypresswood Dr. Suite 736, Houston, Texas 77070 If ZIOT does not receive the Affidavit within thirty (30) days, the IAA forfeits the earned vehicle and/or cash and ZIOT may, in its sole discretion, determine the disposition of such vehicle and/or cash.

7. General Terms and Conditions

By earning the vehicle and/or cash, the IAA consents to ZIOT’s use of the IAA’s name, city, province, and county, likeness, photograph, any statements made by the IAA about the Earn A Vehicle Program, ZIOT, or information for promotional purposes, in any media and without further payment or consideration. The IAA will be deemed by the authorized account holder of the IAA Membership, and the IAA may be required to show proof of being the authorized account holder for that IAA membership. The "authorized account holder" is the person who is registered to the IAA membership account. By accepting either the earned vehicle or earned cash. The IAA agrees to release and hold harmless ZIOT, its related companies, and its officers, directors, employees and agents from and against any claim or cause of action arising out of participation in the Earned Vehicle Program or receipt or use of the vehicle and/or cash. ZIOT is not responsible for any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from participating in this program. Prior to the release of the vehicle proof of insurance will be required. ZIOT reserves the right to cancel or modify the Earn a Vehicle Program at any time, including circumstances involving fraud, technical failures, or any other factor beyond ZIOT’s reasonable control impairs the integrity of the program as determined by ZIOT in its sole discretion. In such event, ZIOT reserves the right to award the vehicle and/or cash to the next qualified IAA. ZIOT reserves the right to disqualify any iAA who is not in good standing, tampers with the program process, who acts in violation of these Official Rules, or who attempts to undermine the administration, security, or proper conduct of ZIOT and/or it’s programs. All federal, provincial and municipal laws and regulations apply. ZIOT’s decisions as to all administrative aspects of the Earn A Vehicle Program and the determination of the winner are final and binding.

8. Privacy

ZIOT will collect and use personal information submitted by the IAA’s for the purposes of administering this Program and managing List subscriptions. Please review ZIOT’s Privacy Policy. By participating in the Earn A Vehicle Program, IAA’s hereby agree to the management of their personal information, as explained in ZIOT's privacy policy.

9. Governing Law

This Program is subject to all federal, state, and local laws. The Earn A Vehicle and Official Rules are governed and interpreted by the laws of Texas, without regard to its conflict of law provisions.

VOID WHERE PROHIBITED

10. Sponsor

ZIOT Riot, L.P., located at 10300 Cypresswood Dr. Suite 736, Houston, Texas 77070 is the sponsor of the Earn A Vehicle Program.

11. Official Rules / Winners List

ZIOT will post the Official Rules and the photograph, name, and city of each IAA on the website located at www.ziot.com/______, and will maintain the list for approximately two (2) years after the award of the vehicle and/or cash.

12. Disclaimer

The trademarks associated with ZIOT awarded under the Earn A Vehicle are registered or unregistered trademarks of their owners, who are and may not be affiliated nor have endorsed this Promotion. The IAA bears no responsibility for use of the vehicle or cash in compliance with the terms and conditions imposed by ZIOT and any additional costs associated with its use, service, or maintenance.