Terms and Conditions

SexSells! Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in Xandria.com's Affiliate Program (the "Program"). As used in this Agreement, "we" means Xandria, Xandria.com or any of our representatives, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Lawrence Research Group's site located at the URL www.Xandria.com, or to the site that you will link to our site (and which you will identify in your Program application).

Application for Joining the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application and respond promptly with notification of your acceptance or rejection to the Program. Lawrence Research Group reserves the right to refuse any application that we deem unacceptable (at our sole discretion). Unacceptable sites include, but are not limited to, the following:
* Those that promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
* Those that promote illegal activities;
* Those that violate intellectual property rights, including unauthorized use of the Xandria.com trademarks in third party Internet domain names and html code;
* Those that promote sexuality in a distasteful or harmful manner: including but not limited to violence, rape, incest, child pornography, bestiality, general and sexual exploitation and/or abuse of people or animals. Sites that feature drug paraphernalia or weapons will also be rejected.

If the content of your site changes while enrolled in the Program, Xandria reserves the right to re-evaluate and terminate your membership in the Program at any time, for any reason.

1. Links On Your Site for the Program
We will provide you with guidelines along with buttons, banners and text links for you to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Qualifying links." You will only earn referral commissions with respect to activity on our site occurring directly through Qualifying links. We will not be liable to you with respect to any failure by you to use Qualifying links, including to the extent that such failure may result in any reduction of amounts, which would otherwise be paid to you pursuant to this Agreement.

2. Product Lists
You may select one or more products to list on your site. You will provide a special link from each product reference on your site to the corresponding Xandria.com online catalog entry. Each link will connect directly to a single item in our online catalog, using a special link format that we give you. You may add or delete products (and related links) from your site at any time without our approval, however you must request the correct link format from us.

3. Referral Commissions
We will pay you (in accordance with Sections 4 and 5 below) referral commissions on certain Product sales to third parties. For a Product sale to be eligible to earn a referral commission, the customer must follow a Qualifying link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us.

Xandria shall have the sole right and responsibility for processing all orders made by customers. _________(Affiliate) acknowledges that all agreements shall be between Xandria and the Customer.

4. Referral Commission Schedule
You will earn referral commissions based on qualifying revenues according to referral commission schedules to be established by us. "Qualifying revenues" are revenues derived by us from our sales of qualifying product less potential returns. The current referral commission schedule is:

10% of Qualifying Revenues from sales of all products from affiliates whose revenue is less than $500, and 20% of Qualifying Revenues from sales of all products from affiliates whose revenue is greater than $500. After a minimum of 6 months with the Program, the applicant may submit a request to affiliates@Xandria.com and request a Referral Fee review. If deemed appropriate the Referral Fee will be renegotiated at this time.

5. Referral Commission Payment
We will pay you referral commissions on a monthly basis. Approximately 10 days following the end of each month, we will send you a check for the referral commissions earned on our sales of Qualifying Products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral commissions payable to you for any calendar month are less than $100.00, we will hold those referral commissions until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If the customer returns a Product that generated a referral commission, we reserve the right to deduct the corresponding referral commission from your next monthly payment. If there is no subsequent payment, we will send you a bill for the referral commission.

6. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Xandria.com. Accordingly, all Xandria.com policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers.

7. Ownership and Licenses
Each party owns and shall retain all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

Xandria grants __________ (Affiliate) a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Agreement on __________'s (Affiliate's) site solely for the purpose of creating links from ___________'s (Affiliate's) site to Xandria's site during Agreements. Except as expressly set forth in this Agreement or permitted by applicable law, __________ (Affiliate) may not copy, distribute, modify, reverse engineer, or create derivative works from the same. __________ (Affiliate) may not sub-license, assign or transfer any such licenses for the use of the same, and any attempt at such sub-license, assignment or transfer is void.

__________ (Affiliate) grants Xandria a non-exclusive, worldwide, royalty-free license to use, reproduce and transit any graphic or banner ad submitted by __________ (Affiliate) solely for co-branding purposes or as a return link from Xandria's site to __________"s (Affiliate's) site. Xandria will remove such graphic or banner ad upon _________'s (Affiliate's) request.

_________(Affiliate) is solely responsible for the maintenance of their site and will notify Xandria of any malfunctioning of the required URLs or other problems with _______(Affiliate's) participation with this agreement.

8. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Xandria.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral commissions on our sales of Qualifying Products occurring during the term, and referral commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site or notifying you by email. Modifications may include, for example, changes in the scope of available referral commissions, referral commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

10. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any Affiliation, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make any representations, warranties or other statements concerning Xandria, Xandria's site, any of Xandria's products or services, or Xandria's site policies, except as expressly authorized by this agreement.

Xandria agrees to pay __________ (Affiliate) the commission specified in the Agreement if Xandria sells to a visitor to Xandria's site (a "Customer") a product or service that is the subject of the Agreement and if that Customer has accessed Xandria's site and purchased the product or service via a Qualifying Link. The commission may be the net amount of any subsequent charge backs or fraud that may not be known to Xandria.com at the time of the commission statement. Any and all reductions in commissions for charge backs or fraud will be documented and attached with commission payments.

11. 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 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 Program will not exceed the total referral commissions paid or payable to you under this Agreement.

12. Cross-Indemnification
Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

13. Miscellaneous
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Xandria's headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Xandria's headquarters to the attention of Xandria's legal department.

This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, 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.

____________(Affiliate) agrees not to make any representations, warranties or other statements concerning Xandria, Xandria's site, any of Xandria's products or services, or Xandria's site policies, except as expressly authorized by this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.