FOREWORD

Our affiliates are very important
to us. We do our best to treat you with the fairness and respect you deserve.
We simply ask the same consideration of you. We have written the following
affiliate agreement with you in mind, as well as to protect our company's good
name. So please bear with us as we take you through this legal formality.

If you have any questions, please
don't hesitate to let us know. We are strong believers in straight-forward and
honest communication. For quickest results please email us at
[email protected].

 

This agreement (the
“Agreement) is made between xanasboutique.com (the
“Company”), and the Affiliate, and collectively, the “Parties”) for
participation in The Company’s affiliate program. If Affiliate does not want to
participate in the affiliate program, please disregard the following agreement.

 

Affiliate wishes to
include certain materials promoting xanasboutique.com, and to include a link to xanasboutique.com's website within those materials on Affiliate’s website;

 

NOW THEREFORE, in
consideration of the mutual promises, covenants, warranties, and other good and
valuable consideration set forth herein, the Parties agree as follows:

 

1. Promotional Materials. xanasboutique.com shall make available to Affiliate certain banner advertisements, button
links, text links, and/or other graphic or textual material for display and use
on the Affiliate website (the “Promotional Materials”). Affiliate shall display
the Promotional Materials on Affiliate’s website prominently and as Affiliate
sees fit, provided that the manner of display shall be subject to the terms and
conditions of this Agreement. Affiliate shall also include a link from the
Promotional Materials to xanasboutique.com's website, as specified by xanasboutique.com.

 

2. Use of
Promotional Materials. The Affiliate’s use and display of the Promotional
Materials on the Affiliate’s site shall conform to the following terms,
conditions and specifications:

 

a. Affiliate may not
use any graphic, textual or other materials to promote xanasboutique.com's website,
products or services other than the Promotional Materials, unless xanasboutique.com agrees to such other materials in writing prior to their display.

 

b. Affiliate may
only use the Promotional Materials for the purpose of promoting xanasboutique.com's website (and the products and services available thereon), and for linking to xanasboutique.com's website.

 

c. Affiliate will
not alter, add to, subtract from, or otherwise modify the Promotional Materials
as they are prepared by xanasboutique.com. If Affiliate wishes to alter or otherwise
modify the Promotional Materials, Affiliate must obtain prior written consent
from xanasboutique.com for such alteration of modification.

 

d. The Promotional
Materials will be used to link only to xanasboutique.com’s website, to the specific page
and address as specified by xanasboutique.com.

 

3. License. xanasboutique.com hereby grants to Affiliate a nonexclusive, nontransferable license (the
“License”) to use the Promotional Materials as specified under the terms and
conditions of this Agreement. The term of the License shall expire upon the
expiration or termination of this Agreement.

 

4. Intellectual
Property. xanasboutique.com retains all right, ownership, and interest in the Promotional
Materials, and in any copyright, trademark, or other intellectual property in
the Promotional Materials. Nothing in this Agreement shall be construed to
grant Affiliate any rights, ownership or interest in the Promotional Materials,
or in the underlying intellectual property, other than the rights to use the
Promotional Materials granted under the License, as set forth in Section 3.

 

5. Relationship of
Parties. This Agreement shall not be construed to create any employment
relationship, agency relationship, or partnership between xanasboutique.com and
Affiliate. Affiliate shall provide services for xanasboutique.com as an independent
contractor. Affiliate shall have no authority to bind xanasboutique.com into any
agreement, nor shall Affiliate be considered to be an agent of xanasboutique.com in any
respect.

 

6. Commissions.

a. In exchange for Affiliate’s
display of the Promotional Materials, and for Affiliate’s compliance with and
performance of the terms and conditions of this Agreement, xanasboutique.com shall pay to
Affiliate a commission (the “Commission”) in the amount of a percentage of
product sold to a user that accesses xanasboutique.com's website through a link on
Affiliate’s website. The current percentage posted is 15%. This percentage is
subject to change by the xanasboutique.com at any time. Notification to Affiliate of any
change in commission percentage will be given by xanasboutique.com at the email address
on hand for the Affiliate. Commission will be based on purchases made by a user
for any new and recurring purchases for the life of the registered user.

 

b. xanasboutique.com shall
keep accurate and up-to-date records of the data used to determine the total
amount of Commissions owed to Affiliate. Affiliate shall be given reasonable
access to these records upon request, and is available through the affiliate
area on the member page at refersion.com. Any discrepancy between the
amount of Commissions owed according to these records, and the actual amount of
Commissions paid to Affiliate in any period or periods shall be rectified by xanasboutique.com within 14 days of discovering such discrepancy.

 

c. Commissions are
held for a period of 2 months from any purchase to protect xanasboutique.com in
the event of any chargeback that may occur. xanasboutique.com shall pay all Commissions
accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount
of total Commissions accrued and payable to Affiliate is less than £10.00, then
such accrued and payable balance shall be held over to the following month, and
paid together with the Commissions due for that month. If at any time, the
balance of accrued and payable Commissions is held over for 2 consecutive
months, then xanasboutique.com shall pay all accrued and payable Commissions to Affiliate
in the third month, regardless of the total amount owed. Payment is made via
the Affiliate PayPal account

 

d. In the event that
Affiliate materially breaches this Agreement and Company terminates this
Agreement within 30 days of such breach, then any accrued and payable
Commissions owing to Affiliate shall be forfeited, and xanasboutique.com shall not be
obligated to pay such Commissions to Affiliate.

7. Affiliate’s Representations and Warranties.
Affiliate represents and warrants the following:

 

a. Affiliate has the
legal authority to enter into this Agreement and to be bound to the promises,
covenants, and other duties set forth in this Agreement.

b. Affiliate’s
website does not contain any materials that are:

i. Sexually
explicit, obscene, or pornographic;

ii. Offensive,
profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory
(whether based on race, ethnicity, creed, religion, gender, sexual orientation,
physical disability, or otherwise);

iii. Graphically
violent, including any violent video game images; or

iv. Solicitous of
any unlawful behavior

 

c. Affiliate has
obtained any necessary clearances, licenses, or other permission for any
intellectual property used on Affiliate’s website. Nothing on Affiliate’s
website infringes upon the intellectual property rights of any person or
entity. No person or entity has brought or threatened an action claiming such
infringement, nor does Affiliate have any reason to believe that any person or
entity will bring or threaten such a claim in the future.

 

d. Affiliate will
not use the Promotional Materials in any manner other than those set forth in
Section 2 above.

 

e. Affiliate will
not make any claim to ownership of the Promotional Materials, or of the
copyright, trademark, or other intellectual property therein.

 

f. Affiliate will
not publish or otherwise distribute any advertising materials for Affiliate’s
website that reference xanasboutique.com or xanasboutique.com's website unless xanasboutique.com gives prior
written consent to the distribution of such materials. Affiliate will not use xanasboutique.com's name (or any name that is confusingly similar to xanasboutique.com's name) for any purpose on its website, in its promotional materials, or in any other
context except to promote xanasboutique.com's website as specified in this Agreement.
Affiliate will not register any domain name that incorporates xanasboutique.com's name,
or that is confusingly similar to xanasboutique.com's name.

 

g. Affiliate will
not engage in the distribution of any unsolicited bulk emails (spam) in any way
mentioning or referencing xanasboutique.com or xanasboutique.com's website.

 

8. Indemnification.
Affiliate shall indemnify xanasboutique.com and hold harmless xanasboutique.com from any claim,
damage, lawsuit, action, complaint, or other costs arising out of any breach of
Affiliate’s warranties set forth in Section 7 above. Affiliate shall also
indemnify and hold harmless xanasboutique.com for any damage, loss or other cost arising
out of the use or misuse by Affiliate of the Promotional Materials.

9. Confidentiality. Any information that Affiliate is
exposed to by virtue of its relationship with xanasboutique.com under this Agreement,
which information is not available to the general public, shall be considered
to be “Confidential Company Information.” Affiliate may not disclose any
Confidential Company Information to any person or entity, except where
compelled by law, unless Affiliate obtains prior written consent for such
disclosure from xanasboutique.com.

 

10. Term.

 

a. This Agreement
shall take effect immediately, and shall remain in full force and effect
indefinitely, or until terminated pursuant to this Section 10.

 

b. Either Party
shall have the right to terminate this Agreement at any time and for any cause.
The terminating Party must give written notice to the other Party prior to the intended date of termination.

 

11. Taxes. xanasboutique.com shall not be responsible for any taxes owed by Affiliate arising out of
Affiliate’s relationship with xanasboutique.com as set forth in this Agreement. xanasboutique.com shall not withhold any taxes from the Commissions paid to Affiliate.

 

12. Limitation of
Liability. xanasboutique.com shall not be liable for any loss of profits or costs, or for
any direct, indirect, special, incidental or consequential damages, including
costs associated with the procurement of substitute goods or services (whether xanasboutique.com was or should have been aware or advised of the possibility of such
damage), arising out of or associated with any loss, suspension or interruption
of service, termination of this Agreement, use or misuse of the Promotional
Materials, or other performance of services under this Agreement.

 

13.
Counterparts. This Agreement may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one agreement.

 

14.
Severability. If any part or parts of this Agreement shall be held
unenforceable for any reason, the remainder of this Agreement shall continue in
full force and effect. If any provision of this Agreement is deemed invalid or
unenforceable by any court of competent jurisdiction, and if limiting such
provision would make the provision valid, then such provision shall be deemed
to be construed as so limited.

 

15.
Headings. The headings for section herein are for convenience only and shall
not affect the meaning of the provisions of this Agreement.

 

16.
Entire Agreement. This Agreement constitutes the entire agreement between xanasboutique.com and Affiliate, and supersedes any prior understanding or representation
of any kind preceding the date of this Agreement. There are no other promises,
conditions, understandings or other agreements, whether oral or written,
relating to the subject matter of this Agreement.