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XMASTER PUBLICATIONS TERMS OF USE

This Agreement contains the complete terms and conditions that apply to your participation as a member of the XMaster Affiliate Program (the "Program") operated by XMasters, . As used in this Agreement, "we" or "us" means XMASTER; "you" or "your" means the participating member.

This is a legal agreement between you an XMasters, by submitting an application to join the Master Affiliate Program you are affirmatively stating that you have read and understand the terms of use set herein and are affirmatively indicating your acceptance of the XMaster Affiliate Program agreement and you agree to be bound by the terms of use thereof. You cannot become a member of the XMaster Affiliate Program unless you have accepted each and every term of use thereof.


# 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 of XMasters.

[b] Attempt to cheat, defraud or mislead us in any way;

[c] Misrepresent to the public the terms of use of our sites or any of your sites; Promote passwords, MP3, or Warez;

[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 Affiliate Program.

# 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 agreement.

XMasters reserves the absolut right not to pay any Affiliate that violate any of the terms of use set 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 this regulations.

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 upon you.

[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 logos.

# No. 8 - The Modification Regulation

We may modify any of these terms of use contained in this Agreement at any time and in our sole discretion. 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 the change.

# 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 party;

[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.


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1997 - 2012 / all rights reserved