XEAL, Inc. Affiliate Agreement

This agreement describes the entire terms and conditions for participation in the Xeal Inc. Associates Program. In this agreement, the term "Participant" refers to you (the applicant), and "sponsoring website" refers to the website from which you will link to Xeal Inc. Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refers to Xeal Inc. and the terms "product" or "products" refer to the Xeal, Inc. products and services under the trade names SmartPR, SmartSEM, SmartContent, SmartCommunicator, SmartExpress, SmartDesign, SAM (Smart Automation Module), or any other Products that may be developed or are under development and be branded as Xeal, Inc. Smart products and subsequently added to the reseller's agreement.

You can add or remove links at any time: You may add as many links to The Xeal Inc. website, or remove such links, at anytime and without prior approval from Xeal Inc.

Referral Fee Qualifying Products: Xeal, Inc. products sold at the Xeal Inc. website originating from a special link or links at your sponsoring website qualify to earn you referral fees. The following products will be considered "qualifying products":

• Products or Services that meet the following criteria:
  1. Products or Services sold to customers who follow a special link from your sponsoring website to our site and submit that order by using The Xeal Inc. order forms, or mailing address.

• The following products will not be considered qualifying products for referral fees:
  1. Products or Services sold through any other special link to our site other than the specific URL's that you are assigned to your sponsoring website.

Referral Fee Amount: The purchase price of referral fee qualifying products will count toward the total net sales during the calendar month in which such products are sold. Only qualifying products that are sold by Xeal Inc., shipped, sent or otherwise provided to a client through services provided directly by Xeal, Inc. to a customer and for which Xeal Inc. has received full payment will qualify for a referral fee.

The total of such sales in any given month will generate referral fees, based upon the applicable flat rate referral fee of 20% of the purchase price. Xeal Inc. at time to time may wish to increase or decrease the referral fee on any product or service that Xeal Inc. offers, provided that the referral fee is at least 20% of the net income from a sale. Xeal Inc. does not pay referral commission on expenses paid to other companies. For instance, if a Participant's lead becomes a customer and purchases SmartSubmit. Participant receives the commission on the SmartSubmit program. This particular program may advise the customer to pay Yahoo $299 for directory submission. The advise is simply the best course of action for the customer and is not part of the affiliate program. In addition, as a certified partner of PRweb, Xeal pays approximately $200 to PRweb for the distribution and paid inclusion for each SmartPR we run. So, if you sell a SmartPR for $849, you will receive 20% of the net gain of $649.

Referral Fee Payment: Xeal Inc. will send a referral fee check for the applicable referral fee approximately 5 to 20 days after the 1st of each calendar month.

A statement of customer purchase activity to the Participant will be available online or by request the statement can be mailed or faxed to the Participant.

Returns and Cancellations: If a referral fee qualifying product is later cancelled or is in process of cancellation by the customer, its referral fee will be deducted from the next monthly payment sent to the Participant. If there is no next monthly payment, the Participant will be billed.

Order Processing: Xeal Inc. will be solely responsible for processing every order placed by a customer following a special link from your sponsoring website. Order entry will use The Xeal Inc. secure online ordering process; The Xeal Inc. advertised phone line, or The Xeal Inc. mailing address. Order forms, payment processing, shipping, cancellations, returns, and related customer service are the responsibility of Xeal Inc.

All of the rules, operating procedures and policies of Xeal Inc. regarding customer orders and accounts will apply to orders we receive through special links on your sponsoring website. Xeal Inc. reserves the right to reject any order that does not comply with our rules, operating procedures and policies.

Tracking of Sales: Xeal Inc. will be solely responsible for tracking sales we make to customers who follow special links from the sponsoring website. The Participant will be solely responsible for ensuring that these special links are formatted properly, a necessary prerequisite to tracking such sales. Statements of product sales activity will be provided to the Participant in real-time with a special URL that they are assigned.

Promotional Techniques: You are free to promote the link to Xeal, Inc. in all the ways we recommend in the introduction email letter you receive by email immediately after you sign up. Examples of acceptable ways to promote the products are: through banners, text links, letters of recommendation to newsletters subscribers or your client base. However, if you use SPAM (in any way, shape or form, including email and newsgroup spamming), or offer XEAL, Inc. products on any WAREZ, CRACK, or SPAM oriented site; your account will be immediately terminated! Any referral fees not paid up to the point of termination will not be paid to you and will be property of Xeal Inc.

As well, if you choose to promote the Xeal Inc. Sub-Reseller Program, it can only be promoted as a two-tier business opportunity. This program is not a MLM (multi-level marketing) opportunity and as an affiliate, you cannot promote it as MLM. If you promote the Xeal Inc. Affiliate Program as MLM your account will be immediately terminated. Any referral fees not paid up to the point of termination will not be paid to you and will be property of Xeal Inc..

References/Testimonials: You agree to cooperate with Xeal Inc. in the development of joint press releases and testimonials. You further agree that you will allow us to use your company name in marketing collaterals and make reference to you on our website.

Associates Signing-Up under Themselves: We will not tolerate current associates signing themselves up as sub-associates under their own assigned referral number in order to generate the additional commissions for their own sales. We have extensive tracking software in place to deter this. If we find that this ever the case, the account(s) in question will be immediately terminated and any referral fees unpaid since our last referral payout will remain sole property of Xeal Inc. To put it bluntly, it's not worth trying!

Copyrighted material: As the Participant, you are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright and other laws. You must have express permission to use another party's copyrighted material. Xeal Inc. will not be responsible if you use another party's copyrighted material in violation of the law.

The Xeal Inc. policy applies to all orders: Every customer who buys a product through this program is deemed to be a customer of Xeal Inc. The Participant does not have the authority to make or accept any offer on behalf of Xeal Inc. All Xeal Inc. policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. Xeal Inc. is not responsible for any representations made by the Participant which contradict our policies.

Product prices and availability: The price charged for every product sold under this program will be determined by Xeal Inc. according to our own pricing policies. In case of any price discrepancies, the price charged to the customer will always be the price listed on the Xeal Inc. webpage linked from your sponsoring website.

Product availability can change, and Xeal Inc. will present the best information available to all sponsoring sites and its clients regarding product availability.

Website service interruption: Xeal Inc. will make every effort to keep its website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Participant agrees not to hold The Xeal Inc. liable for any of the consequences of such interruptions.

Trademarks, Trade Names, & Patents: You hereby recognize our right of ownership of all Trademarks, Trade Names, and Patents associated with these services. You will act consistently with these rights and act to preserve them in the course of marketing and sales of these services. We grant you the right to our Trademarks and Trade Names in connection with marketing and sales of these services.

Term of the Agreement: The Participant may receive referral fee payments on qualifying orders that are placed during the term of this agreement. This term will begin on the date that your application is approved by Xeal Inc., and shall end when canceled by either party as provided below.

Referral Fees earned through the date of expiration or cancellation of this agreement will remain payable only if the products are not returned or canceled from their orders. Payment of the final referral fee payment to the Participant may be withheld for a reasonable time in order to ensure that the correct amount is paid.

The agreement may be modified: Xeal Inc. reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our website.

Cancellation of this agreement: Either The Xeal Inc. or the Participant, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other.

Warranty Disclaimer:

Xeal Inc. makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in the Xeal Inc.'s then current product sales policies, any products sold there under, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade.

Limitation of Damages: Xeal Inc. shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if Xeal Inc. has been advised of the possibility of such damages. Further, Xeal Inc.'s aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Xeal Inc. to Participant under this agreement.

Miscellaneous: Participant and Xeal Inc. are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Xeal Inc.. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.

Governing Law: This agreement shall be governed by the laws of the United States of America.

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