# No. 1 - The Affiliate Program Sign Up
To begin the signup process, you will submit a completed Program Application through our website http://www.xmaster.info.
We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your
application if we determine that your site is unsuitable for the Program for any reason, if your site incorporates
images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that
facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement.
Furthermore, your application to join the XMaster Affiliate Program may also be declined by one or more of our
transaction processors for any or all of the items mentioned above.
# No. 2 - The Utilizing Of Links On Your Site
As an affiliate website of XMasters, you may use any form of promotion you choose, consistent with
the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site,
however, you cannot spam. Allowable promotional links may contain XMaster's trade names, service marks or logos for
display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive,
non-transferable license to access and download such Links and other designated promotional materials for placement on
your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by XMasters
. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and
maintain such Link or Links. A Link may only be visually modified with our consent
# No. 3 - The Responsibility For Your Site
You will be solely responsible for the development, operation and maintenance of your site and for all materials that
appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and
for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your
site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of
any third party, including copyrights, trademarks, privacy, or other personal or proprietary rights, and ensuring
that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use
another parties copyrighted or other proprietary material. We will not be responsible if you use another parties
copyrighted or other proprietary material in violation of any law. In addition to the foregoing, we will immediately
terminate your participation in the Program if we believe you have engaged in any of the following:
[a] Unsolicited mass eMail solicitations, or any other form of spamming, or otherwise violate the spamming policy
[b] Attempt to cheat, defraud or mislead us in any way;
[d] Own or operate a website in connection with a person who is under 18 years of age.
[e] If upon request by any XMaster shareholder, officer, director, employee, agent, successor or assign you fail to
produce any identification to prove any of the information you submitted upon application to join the XMaster
# No. 4 - The Term Of The Agreements
The term of this Agreement will begin upon our acceptance of your XMaster Affiliate Program Application and will end
when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by
giving the other party notice of termination. Notice by eMail, to your eMail address on our records, is considered
sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the
terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior
to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a
commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination
will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your
final payment for a reasonable time to ensure that the correct amount is paid.
# No. 5 - The XMaster Payment Policy
The Program payout is based on 50/50 Partnership - The Commission Rate is subject to change from time to time, upon
notification on the XMaster Affiliate Web Site or by eMail to yourself. Net Income in a given monthly reporting
period may be reduced for credit card charge backs or credit backs resulting from prior months activities. Note
that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the
Link to the time of the sale. No commission will be paid if the visitors payment to our site cannot be tracked
directly to your site by our system or if full payment for services is not made to us by the customer.
XMasters reserves the right to negotiate specific payment terms on an individual basis to any
Affiliate. All payments are based on actuals as defined, accounted and audited by XMasters.
Any payable Affiliate comissions shall be determined on each first day of a month for the period of
the past month and would be paid out by check. Affiliates from the European Union (EU) can be paid per
wire transfer too. Affiliates shall be paid within 30/Thirty business days after the end of the past month.
Do not invoice XMasters, any Affiliate invoice will be discharged.
Any Affiliate account will be settled in European EURO ( EUR ) and/or US Dollars ( USD ). No check
will be issued for any amount less than EUR/USD 100.00 ( OneHundred Euro / OneHundred Dollars ). All unpaid
Affiliate comissions will rollover to teh next payment period.
In addition, any Affiliate agrees that any payment that may become due to the Affiliate, the Affiliate
are specifically conditioned upon XMasters receipt of full payment from the applicable customer. If
XMasters does not receive fully payments from any referred customer, XMasters shall have no liability
or responsibility to pay the Affiliates comissions.
All payments shall be calculated solely based on records maintained by XMasters. No other measurements
os statistics of any kind shall be accepted by XMasters or have any effect under this
forth herein. XMasters will be responsible for determing, in its sole and avsolute descretion what
acts and omissions violate this policy, and which acts include activity that is deceptive or
fraudulent in nature. Furthermore XMasters reserves the unrestricted right to withdraw further
payment and charge back any violating Affiliate due to any of the foregoing or any breach of
To ensure proper payment any Affiliate is solely responsible for providing and maintaining accurate
contact and payment associated with his/her Affiliate account. Any bank fees related to returned
or cancelled checks or wire transfers due to a contact or payment information error or omission may
be deducted from the newly issued comission payment.
Any Affiliate agrees to pay all applicable taxes or charges imposed by any government entity in
connection with the use of the XMaster Affiliate Program.
At any Affiliate payment will be not be included a percentage of 19% for German sales tax, if:
The Affiliates residence is not established within the European Union ( EU ), or the Affiliates
residence is established within the European Union and the Affiliate have a current and valid
VAT-ID ( European Sales Tax ID ).
At any Affiliate payment will be included a percentage of 19% for German sales tax, if: The
Affiliates residence is established within the European Union ( EU ) and the Affiliate do not
have a current and valid VAT-ID ( European Sales Tax ID ), or the Affiliates residence is
established in Germany.
# No. 6 - The XMaster Affiliate Logo and Trademark Use
You grant us a non-exclusive license to utilize your names, titles and logos, trademarks, to advertise, market,
promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we
shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you
are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the
license to use same in the manner contemplated herein, and such grant does not or will not:
[a] breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding
[b] infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person
or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
# No.7 / The XMaster Trademarks
XMaster is a registered European Trademark No. 001 794 718! The XMaster logos and trademarks and any future trademarks
and logos on all XMaster web sites are trademarks of XMasters or XMasters licensors. Without prior written
consent of XMaster or its licensors, any affiliate shall not display or use in any manner any xmaster trademarks and
# No. 8 - The Modification Regulation
Notice of any change by eMail to your address on our records, or the posting on our site of a change notice of a
new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of
this Agreement. Modifications may include changes in the scope of available commission fees, commission schedules,
payment procedures, and XMaster Affiliate Program rules. All such modifications shall take effect 24 hours after
we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your
only recourse is to terminate this Agreement. Your continued participation in the XMaster Affiliate Program,
following our posting of a change notice or new agreement on our site, will constitute binding acceptance of
# No. 9 - The Relationship Of Parties
You and XMasters are independent contractors, and nothing in this Agreement will create any partnership, joint venture,
agency franchise, sales representative, or employment relationship between the parties. 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.
# No. 10 - The Limitation of Liability
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data,
arising in connection with this Agreement or the XMaster Affiliate Program, even if we have been advised of the possibility
of such damages. Further, our aggregate liability arising with respect to this Agreement and the XMaster Affiliate Program
will not exceed the total commissions paid or payable to you under this Agreement.
# No. 11 - The XMaster Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any XMaster
services or other items sold through the Program, such as warranties of fitness, merchantability, non-infringement,
or any implied warranties arising out of a course of performance, dealing, or trade usage. 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.
# No.12 - The Representations and Warranties
You hereby represent and warrant to us that 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; and that the execution, delivery and performance by you of this Agreement are within your legal capacity
and power; have been duly authorized by all requisite action on your part; require the approval or consent of
no other persons; and neither violate nor constitute a default under the;
[a] provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is
binding upon you.
[b] the terms of any other agreement, document or instrument applicable to you or binding upon you.
# No. 13 - The XMaster Confidential Informaton
We may disclose to you certain information as a result of your participation as part of the Program, which
information we consider to be confidential. For purpose of this Agreement, the term "Confidential Information"
shall include any modifications to the terms and provisions of this Affiliate Program Agreement made
specifically for your site and not generally available to other members of the XMaster Affiliate Program,
web site, business and financial information relating to XMaster, customer and vendor lists relating to
XMasters and any members of the XMaster Affiliate Program, other than you. Confidential Information
shall also include any information that we designate as confidential during the term of this Agreement. You
agree not to disclose any Confidential Information and that such Confidential Information shall also include
any information that we designate as confidential during the term of this Agreement. You agree not to disclose
any Confidential Information and that such Confidential Information shall remain strictly confidential and
secret and shall not be utilized by you for your 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 or if same is
required by law or legal process. We make no warranty, expressed or implied, with respect to any information
delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or
freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as
to the accuracy or completeness of the information and we shall not have any liability to you or to any other
person resulting from your or such third person's use of the information.
# No. 14 - The XMaster Indemnification
You hereby agree to indemnify, defend and hold harmless XMasters, its shareholders, officers,
directors, employees, agents, affiliates, successors and assigns, from and against any and all claims,
losses, liabilities, damages or expense, including attorneys fees and costs, or any nature whatsoever
incurred or suffered by us, in so far as such Losses arise out of or are based on:
[a] any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third
[b] the breach of any representation or warranty made by you herein, or any claim related to your site.
# No. 15 - The XMaster Miscellaneous
Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be
governed by the laws of Germany, without reference to rules governing choice of laws. You may not assign this Agreement,
by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and
assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.