Terms of Use and Privacy Statement

Terms
and Conditions

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FALLIEN
COSMECEUTICALS, LTD DBA. FALLENE, LTD., UNDER THE BRAND TIZO.

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE
AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM
AND CONDITION.

1.      Overview

This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in Fallene, Ltd.’s (TIZO’s) Affiliate
Program. Please note that through this Agreement, “we,” “us,” “our,” and TIZO
refer to Fallene, Ltd., and “you,” “your,” and “yours” refers to the affiliate.


This Affiliate Program is for United States Residents
only. We do not ship to locations outside of the United States, and affiliates
must be based in the United States to be applicable.

2.      Affiliate Obligations

2.1 To begin the enrollment process, you will
complete and submit the online application at the Affiliatly server. We will
manually review and approve or deny your application. We may reject your
application at our sole discretion. We may cancel your application if we
determine that your site is unsuitable for our Program, including, but not
limited to, if it:

Promotes sexually explicit materials.

Promotes violence.

Promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age.

Promotes illegal activities.

Incorporates materials which infringe or assist other
to infringe on any copyright, trademark, or other intellectual property rights
or to violate the law.

Includes “TIZO” or variations or misspellings thereof
in its domain name.

Is otherwise in any way unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically, or
otherwise objectionable to us in our sole discretion.

Contains software downloads that potentially enable
diversions of commission from other affiliates in our program.

You may not create or design your website or any
other website that you operate, explicitly or implied, in a manner which leads
customers to believe you are Fallene, Ltd. or any other affiliated business.

2.2 As a member of Fallene, Ltd.’s Affiliate Program,
you will have access to Affiliate Account Manager. Here you will be able to
review our Program’s details and previously published affiliate newsletters,
download HTML code that provides for links to web pages within TIZO’s website
as well as banner creatives, browse and get tracking codes for coupons and
deals. In order for us to accurately keep track of all guest visits from your
site to ours, you must use the HTML code that we provide for each banner, text
link, or other affiliate link we provide you.

2.3 Fallene, Ltd. reserves the right, at any time, to
review your placement and approve the use of your links and require that you
change the placement or use to comply with the guidelines provided to you.

2.4 The maintenance and the updating of your site
will be your responsibility. We may monitor your site as we see necessary to
make sure that it is up-to-date and to notify you of any changes that we feel
should enhance your performance.

2.5 It is entirely your responsibility to follow all
applicable intellectual property and other laws that pertain to your site. You
must have express permission to use any person’s copyrighted material, whether
it be a writing, an image, or any other copyrightable work. We will not be
responsible, and you will be solely responsible, if you use another person’s
copyrighted material or other intellectual property in violation of the law or
any third party rights.

2.6 Affiliate must follow FTC guidelines on affiliate
disclosures, including putting the disclosure in a prominent area near the
affiliate link. The disclosure cannot be hidden in small text or an unobvious
place on the website. Affiliate must abide by State and  Federal laws, including the CAN-SPAM Act.

3.      Fallene, Ltd.’s Rights and
Obligations

3.1 We have the right to monitor your site at any
time to determine if you are following the Terms and Conditions of this
Agreement. We may notify you to make sure that your links to our website are
appropriate and to notify you of any changes that we feel should be made. If
you do not make the changes to your site that we feel are necessary, we reserve
the right to terminate your participation in the Affiliate Program.

3.2 Fallene, Ltd. reserves the right to terminate
this Agreement and your participation in the Fallene, Ltd. Affiliate Program
immediately and without notice should you commit fraud in your use of the
Fallene, Ltd. Affiliate Program or should you abuse this program in any way. If
such fraud or abuse is detected, Fallene, Ltd. shall not be liable to you for
any commissions for such fraudulent sales.

3.3 This Agreement will begin upon our acceptance of
your Affiliate Application and will continue unless terminated hereunder.

4.      Termination

Either you or we may end this Agreement at any time,
with or without cause, by giving the other party written notice. Written notice
can be in the form of mail, email, or fax. If you choose to terminate this
Agreement, it will be effective immediately. Any commission that you have
already accrued will be paid out at the next payout point. Any commission that
comes through from already existing cookie lives will be lost. In addition, the
Agreement will terminate immediately upon any breach of this Agreement by you.
In such a case, any unpaid commission will not be paid out.

5.      Modification

We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such an event, you will be
notified by email. Modifications may include, but are not limited to, changes
in the payment procedures and Fallene, Ltd.’s Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in Fallene, Ltd.’s Affiliate Program following the
posting of the change notice or new Agreement on our site will indicate your
agreement to the changes.

6.      Payment and Commission Plan

Fallene, Ltd. uses a third party to handle payment.
That third party is PayPal. Please review the network’s payment terms and
conditions.

Affiliate will be paid 8% commission on every sale,
minus shipping and taxes. Commissions will be paid once a month. There is a
minimum affiliate payout of $50.00. Your monthly commission will carry over to
the following month until you reach a minimum payout of $50.00.

You cannot refer yourself, and you will not receive
commission on your own purchases.

There is a commission locking period of 30 days to
account for refunds, chargebacks, or fraudulent payments. Payments will only be
sent for transactions that have been successfully completed. Transactions that
result in chargebacks or refunds will not be paid out.

The Cookie Life Period is 30 days from the date of
the End User’s first arrival on TIZO’s website through the Affiliate’s
reference link. You will receive commission during the period of 30 days so
long as the transaction has been successfully completed, as stated above.
Repeat purchases within the Cookie Life Period will earn you commission. Repeat
purchases past the 30 day Cookie life will not earn you commission.

7.      Access to Affiliate Account
Interface

You will create a password so that you may enter Affiliatly’s
secure affiliate account interface. From their site, you will be able to
receive your reports that will describe our calculation of the commissions due
to you.

8.      Promotion Restrictions

8.1 You are free to promote your own websites, but
naturally any promotion that mentions TIZO could be perceived by the public or
the press as a joint effort. You should know that certain forms of advertising
are always prohibited by Fallene, Ltd. For example, advertising commonly known
as “spamming” is unacceptable to us and could cause damage to our name. Other
generally prohibited forms of advertising include the use of unsolicited
commercial email, postings to non-commercial newsgroups and cross-posting to
multiple newsgroups at once. In addition, you may not advertise in any way that
effectively conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote TIZO so long
as the recipient is already a customer or subscriber of your services or
website, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote TIZO so long as the
newsgroup specifically welcomes commercial messages. At all times, you must clearly
represent yourself and your websites as independent from TIZO. If it comes to
our attention that you are spamming, we will consider that cause for immediate
termination of this Agreement and your participation in the TIZO Affiliate
Program. Any pending balances owed to you will not be paid if your account is
terminated due to such unacceptable advertising or solicitation.

8.2 Pay-Per-Click bidding is NOT allowed without
prior written permission. If permitted, you must work with the TIZO team on
permitted keywords so as to avoid direct competition between yourself and the
brand. Affiliates that among other keywords or exclusively bid in their
Pay-Per-Click campaigns on keywords such as TIZO, href, href,
TIZO Skin, TIZO Skincare, and/or any misspellings or similar alterations of
these – be it separately or in combination with other keywords – will be considered
trademark violators, and will be banned from TIZO’s Affiliate Program. We will
do everything possible to contact the affiliate prior to the ban. However, we
reserve the right to expel any trademark violator from our Affiliate Program
without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3 Affiliate shall
not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic
Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or
Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to
consumers from the time the consumer clicks on a qualifying link until such
time as the consumer has fully exited TIZO’s website (i.e., no page from our
site or any TIZO’s content or branding is visible on the end-user’s screen). As
used herein, a “Parasiteware™” and “Parasitic Marketing” shall mean an
application that:

(a) through
accidental or direct intent causes the overwriting of affiliate and
non-affiliate commission tracking cookies through any other means than a
customer initiated click on a qualifying link on a web page or email;

(b) intercepts
searches to redirect traffic through an installed software, thereby causing,
pop ups, commission tracking cookies to be put in place or other commission
tracking cookies to be overwritten where a user would under normal
circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, MSN, Yahoo,
Overture, AltaVista, Hotbot and similar search or directory engines);

(c) set
commission tracking cookies through loading of Merchant site in . s, hidden
links, and automatic pop ups that open TIZO’s site;

(d) targets text
on web sites, other than those web sites 100% owned by the application owner,
for the purpose of contextual marketing;

(e) removes, replaces,
or blocks the visibility of Affiliate banners, other than those that are on
websites 100% owned by the owner of the application, with any other banner.

9.      Grant of Licenses

9.1 We grant you a non-exclusive,
non-transferable, revocable right to (a) access our site through HTML link
solely in accordance with the terms of this Agreement and (b) solely in
connection with such links, to use our logos, trade names, trademarks, and
similar identifying material, collectively the “Licensed Materials”, that we
provide to you or authorize for such purpose. You are only entitled to use the
Licensed Materials to the extent that you are a member in good standing of our
Affiliate Program. You agree that all uses of the Licensed Materials will be on
behalf of TIZO and the good will associated therewith will inure to the sole
benefit of TIZO.

9.2 Each party agrees not to use the
other’s proprietary materials in any manner that is disparaging, misleading,
obscene, or that otherwise portrays the party in a negative light. Each party
reserves all of its respective rights in the proprietary materials covered by
this license. Other than the license granted in this Agreement, each party
retains all rights, titles, and interests to its respective rights and no
right, title, or interest is transferable to the other.

10.  Disclaimer

FALLENE, LTD. MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FALLENE, LTD.’S SERVICE AND
WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
FALLENE, LTD.’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION
THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL
NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11.  Representations
and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly
executed and delivered by you and constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority
to enter into and be bound by the terms and conditions of this Agreement and to
perform your obligations under this Agreement, without the approval or consent
of any other party;

11.3. You have sufficient right, title, and interest
in and to the rights granted to us in this Agreement.

12.  Limitations of
Liability

WE WILL NOT BE LIABLE TO YOU WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO
EVENT SHALL FALLENE, LTD.’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.

13.  Indemnification

You hereby agree to indemnify and
hold harmless Fallene, Ltd., and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and
other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred
to as "Losses") insofar as such Losses (or actions in respect
thereof) arise out of or are based on (i) any claim that our use of the
affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.

14.  Confidentiality

All confidential information,
including, but not limited to, any business, technical, financial, and customer
information, disclosed by one party to the other during negotiation or the
effective term of this Agreement will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.

15.  Miscellaneous

15.1. You agree that you are an independent
contractor, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between you and Fallene, Ltd. You will have no authority to make or accept any
offers or representations on our behalf. You will not make any statement,
whether on your site or otherwise, that reasonably would contradict anything in
this Section.

15.2. Neither party may assign its rights or
obligations under this Agreement to any party, except to a party who obtains
all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Pennsylvania without
regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of
this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement
between us and you and shall supersede all prior agreements and communications
of the parties, oral or written.

15.6. The headings and titles contained in this
Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to
be invalid or unenforceable, that provision shall be eliminated or limited to
the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and
effect.

16.  Governing Law, Jurisdiction, and
Attorney Fees

16.1 This agreement shall be governed and construed
in accordance with the laws of the United States and the Commonwealth of
Pennsylvania. In the event of litigation to enforce any provision of this
Agreement, the prevailing party will be entitled to recover from the other
party its costs and fees, including reasonable legal fees.

17.  Electronic Signatures Effective

17.1 The Agreement is an electronic contract that sets out the
legally binding terms of your participation in the TIZO affiliate program. You
indicate your acceptance of this Agreement and all of the terms and conditions
contained or referenced in this Agreement by completing the Affiliatly and/or TIZO
application process. This action creates an electronic signature that has the
same legal force and effect as a handwritten signature.