Terms and Conditions

XPays offers an opportunity for operators of adult-oriented Internet web Sites ("Hosts") to direct traffic to its Sponsors' Sites and earn a commission of $20.00-$30.00 each time one of those visitors joins an XPays' Sponsor Site. XPays also offers other revenue sharing opportunities with adult toy & product sales and phone sex through its XSextoy and & XPacket programs, respectively.

The terms and conditions of this Agreement are as follows:

1. How XPays Operates:

1.1 Visitors to your Site shall be directed to XPays' Sponsor Sites via an Internet hypertext transfer link. XPays shall designate and design the appearance and syntax of the hypertext transfer links which will appear at your Site -- although you may choose to display banners, text links, or full page promotional ads at your Site.

1.2 Upon sign-up you will be provided with instructions as to how to generate & install the HTML code which will display XPays text links, banners and/or full page ads on your web Site. You must install the HTML code as instructed in order to receive proper credit. The following actions shall be cause for denial of payment and immediate termination and may result in legal action at XPays' discretion: spamming, illegal content, and any falsification of sign-ups. The above list is not meant to be exhaustive of prohibited conduct.

1.3 Upon sign-up you will be asked to enter a password. Please remember it, as you will need it in order to make changes to your account. After you submit your sign-up form you will receive an e-mail confirmation and your unique 5-digit XPays ID number. This number, when installed in hypertext transfer links or HTML, will ensure proper credit for sign-ups. Please also use this ID number whenever contacting XPays Customer Service.

1.4 Your commission shall be earned on each "sign-up" which occurs when a user, directed from your site, signs-up with a Sponsor Site. Separate commissions shall also be earned on completed XSextoy purchases and completed XPacket Phone Sex calls.

2. Site Owner/Operator Obligations:

You are required to enter Federal Tax ID or Social Security Number on the registration form. XPays will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom we issue combined yearly payments of $600.00 or more. Any falsification of Social Security or Tax ID numbers shall be cause for denial of payment and immediate account termination.

It is the responsiblity of the Host to keep all account information with XPays up-to-date and accurate. It is also the responsiblity of the Host to periodically check their e-mail to stay informed of changes to XPays' programs.

Host is solely responsible for providing accurate address/delivery information to ensure proper delivery of payment. Since payments are computer-generated, inaccurate/improper address information will delay payment.

3. Rights Granted:

3.1 XPays grants to the person or entity, who is the owner/operator of an Internet Site (hereinafter "Site Operator" or "Host") the non-exclusive right to direct (refer) users or visitors to their web Site to XPays Sponsors' Web Site(s).

3.2 XPays grants to Host a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use graphics, including banners, and other intellectual properties (hereinafter "marks") owned by XPays for the sole purpose of marketing, advertising and promoting XPays Sponsors' Site(s). The Host may not alter or modify the link, banner, or graphic, or any other marks, in any way, without the prior written permission of XPays. The license herein granted shall automatically and immediately cease upon the termination of this Agreement.

3.3 The rights granted herein shall be for reasonable, appropriate and lawful use, only.

4. Host Commission:

XPays Per Join
During a calendar month, if you generate:

• 1-29 sign-ups you will receive $27.00 for non free-trial sign-ups that month.
• 30-49 sign-ups you will receive $28.00 for non free-trial sign-ups that month.
• 50-69 sign-ups you will receive $29.00 for non free-trial sign-ups that month.
• 70 or more sign-ups you will receive $30.00 for non free-trial sign-ups that month.
• Sign-ups for XVDO pay out according to the monthly scale above.
• Sign-ups for Free 30-Minute Trial Sites pay $20.00 per join.
• Sign-ups for Free 1-Day Trial Sites pay $30.00 per join.
• Sign-ups for HotelHeiress.com pay $30.00 per join.
• Sign-ups for HomeGrownVideo pay $30.00 per join.
• Sign-ups for XXXTom pay $25.00 per join.
• Revenue Share Sign-ups for HotelHeiress & Swank pay 50% Revenue Share on all revenue generated, after accounting for bank fees, transaction costs, refunds, and chargebacks.
• Revenue Share Transactions for XVN Video On Demand (VOD) pay 20% Revenue Share on all revenue generated, after deducting fraud, refunds and chargebacks. These commissions will be paid out on the same pay schedule/terms as Pay-Per-View DRM & HotelHeiress, every two weeks as described below.

XPays Pay-Per-Views using DRM
Hosts will receive 20% Revenue Share on all revenue generated, after accounting for bank fees, transaction costs, reserves, refunds, and chargebacks.

XPays Hosts who wish to promote PPV downloads via Peer to Peer (P2P) networking MUST contact XPays for approval and proper setup PRIOR to distribution.

Pay-Per-View payouts will occur every second Wednesday for a two week pay-period (Saturday to Friday), after a three week lag. For example, payment for the period starting Saturday March 6th and ending Friday March 19th, will occur on Wednesday April 14th. Continuing the example, the next payment for the period Saturday March 20th thru Friday April 2nd, will occur on Wednesday April 28th. As a result, PPV payouts are also sent/calculated separately from normal monthly commission checks. Please consult the official Payout Calendar for specific pay period dates.

PPV transactions that occur in Euros will be converted to U.S. dollars before payout. The current exchange rate is 1.25 USD/EURO but will be adjusted as required by market fluctuations.

Additionally, PPV payouts are conditioned on actual collection of PPV funds by XPays. Reserves are held at the bank for at least 6 months from the transaction date. All re-collected reserve amounts will be paid out to XPays Hosts, upon collection, with regular PPV payouts.

HotelHeiress.com Commission Payout
Payout for HotelHeiress joins, revenue share and referrals will be paid out on the same pay schedule/terms as Pay-Per-View DRM, every two weeks as above. HotelHeiress joins are NOT paid out on the normal monthly payout schedule.

XSextoy Sales
Hosts will receive 20% of all order totals (before tax & shipping charges) referred through the XSextoy and XXSexToy storefronts.

DialerCash
Dialers have been integrated into the XPays network as follows:
Dialer ads appear at the end of most exit chains, AND traffic that originates from countries where credit cards are not accepted by XPays Sponsor sites automatically redirects to an appropriate dialer. This way, the buying power of your international traffic is maximized rather than dying in a restricted credit card process. At the end of each calendar month, dialer revenue is pooled and divided among all active XPays webmasters, according to amount of trafffic sent, number of joins during the month, and other performance-based criteria. Payout for dialer revenue is added to monthly commission checks as "Misc. Revenue" and appears after the close of month in the email revenue summary.

ReferCash^™
Commisions for referring other adult webmasters to XPays under the Webmaster Referral Program are as follows:

• $1.00 for every adult web site sign-up generated by other Hosts you have referred.
• 2% of revenue share transactions initiated through your referred Host's XPays account.
• 2% of XVN Video On Demand (VOD) transactions initiated through your referred Host's XPays account.
• 2% of completed XSextoy transactions initiated through your referred Host's XPays account.
• 2% of completed XPacket Phone Sex calls initiated through your referred Host's XPays account.
• 2% of completed DRM Pay-Per-View Download sales initiated through your referred Host's XPays account.

XPoints^®
Hosts will also receive XPays points, earned on an XPays account's monthly commission totals, in the amount of one (1) point for every full dollar of commissions earned, and with a maximum accumulation of 4000 points per month per individual, company, household, or Tax ID. XPays points are redeemable for merchandise through XThreadz.com. XPays points will register after the close of the previous calendar month. XPays points are transferable at the sole discretion of XPays. This promotion may be discontinued at any time; redeemable merchandise may be discontinued at any time. Void where prohibited. International shipments subject to XPays' approval.

Payments will be made on a monthly basis as long as your account has accumulated the minimum payout you have designated or at least $8.00. Otherwise, accumulated payout will be carried over to the next month until your monthly total reaches your minimum payout.
All payments will be made by check in U.S. dollars, unless otherwise arranged. Normal monthly payout may be combined with the closest bi-weekly payout occuring after the 10th of the month, as necessary.

All commission statistics during a month are UNOFFICIAL until designated OFFICIAL by XPays after the close of that calendar month. OFFICIAL stats and payments are dispatched by the 10th day after the close of a calendar month. Please consult the official Payout Calendar for specific pay period dates.

Signups to HomeGrownVideo are subject to adjustment if such transactions specifically result in refunds or chargebacks.

5. Representations and Warranties:

5.1 You, as Host, warrant and represent that you own or operate a lawful, and otherwise valid Internet web Site. You further represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement. You shall indemnify XPays and its owners, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any XPays materials not expressly authorized by this Agreement.

5.2 You, as Host, will not place any XPays advertisement on any type of "password giveaway", "mp3", or "warez" Sites. If any XPays advertisement is found on such a Site, the Host's account will be subject to immediate termination and denial of payment. These password giveaway and warez Sites are completely irresponsible and contribute to the degradation of the adult membership Site business.

5.3 You, as Host, will not place any XPays advertisement on web pages operated via a "freehost" web site (including, but not limited to, Angelfire, Homestead, communities.msn, etc.). If any XPays advertisement is found on such a Site, the Host's account will be subject to immediate termination based on the sole discretion of XPays editorial review and will be further subject to denial of payment.

5.4 You, as Host, will not engage in abusive spamming practices. If we receive ANY complaints about such activities, the Host's account will be subject to immediate termination and denial of payment.

All Hosts MUST comply with the Federal CAN-SPAM Act, without exception. Failure to comply with U.S. law will result in immediate termination.

Please note that a network of contacts with AOL and other major ISP's is in place, and if you spam, you will be caught, and you will be terminated, and your account information will be turned over.

• If your account is caught spamming AOL, your account will be terminated, and your personal information will be forwarded to AOL's legal department.
• If your account is caught spamming ICQ, IRC, AOL AIM, MSN IM, USENET, MESSAGE BOARDS, your account will be terminated, and your personal information will be forwarded to the appropriate organization.

Further terms and conditions detailing email marketing policy can be found at http://www.xpays.com/email_aup.html, and are hereby incorporated into this Agreement by reference.

6. Disclaimer and Limitation of Liability:

XPAYS MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE PERFORMANCE OF THE LINK OR THE CONTENT OF XPAYS SPONSORS' SITE(S) AND XPAYS EXPRESSLY DISCLAIMS ANY WARRANTIES, INCLUDING THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XPays shall not be held liable to the Host or any other person or entity, including users of XPays' services, for any losses, injuries or damages of any kind, arising from or in connection with any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of XPays' services or content.

7. Term and Termination of Agreement:

7.1 This agreement is subject to change without notice. Hosts should check back here periodically for updates.

7.2 The term of this Agreement shall be indefinite. XPays reserves the right to terminate this Agreement at any time, without cause. Delivery of notice via e-mail shall be considered sufficient notice to the Host.

7.3 Upon termination of this Agreement you shall immediately cease using XPays' marks and remove XPays' Sponsor banner(s) from your Site.

7.4 Any warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

7.5 Upon termination of this Agreement you shall be entitled to all unpaid commissions earned prior to the date and hour of termination. The Host shall not be entitled to receive commissions for referrals delivered after the date of termination. Nor shall the Host receive any payment if their account was terminated for illegal content, spamming, deception, fraud, or falsification of sign-ups.

8. Acceptance and Execution of Agreement:

By filling out and sending the sign-up form you are agreeing to be bound by the terms of this Agreement and XPays is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the signup form is forwarded to XPays.

REVISED 01/14/2008