Terms and Conditions:  XL Corp., herein after called the Franchisor and the Client, hereinafter called the Franchisee make the following agreement:

1.         In consideration of payment by the Franchisee, the Franchisor agrees to supply the following services:

1.1       Provide 50 Mb of Web space for Internet services with registration of URL requested or agreed with Franchisee, providing access to all our products and services.  To submit Web site as detailed in brochure.

1.2       Design all or part of the Website according to the Franchisor designers

1.3       Allocate lifetime storage capacity on the Host Server and provide interactive access between the Internet and the Host Server

1.4       The Franchisee may sell his/her Franchise for profit with the written consent of XL Corp.

2.         The copyright and all other intellectual property rights of whatever nature in those parts of the Web site designed, created or provided by XL Corp. and in particular in the scripts shall be and remain vested with XL Corp..

2.1       It shall be the responsibility of the Franchisee to obtain all necessary permissions for the use of any materials provided by the Franchisee for use on the Website

2.2       For the avoidance of doubt this Franchise shall not extend to the use of the Web site upon any server other than the host server based in the USA.

3.         The Franchisee will indemnify XL Corp. fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use by XL Corp. of any information or materials supplied by the Franchisee for use on or in relation to the design preparation or operation of the Web site infringes the intellectual right of any third party.

4.         XL Corp. warrant that it has the necessary skill and expertise to provide the design services on the terms set out herein

4.1       The design service and go live date will be provided in a timely and professional manner and in accordance with the timetable agreed between the parties or in the absence of such agreement as reasonably stipulated by XL Corp. and will confirm to the standards generally observed in the industry for similar services.

4.2       XL Corp. shall make reasonable efforts to ensure that the Web site will work effectively in conjunction with the hardware and software commonly in use at the go live date and with the most common current Web Browsers.

5.         XL Corp. shall make available to the Franchisee the storage capacity specified

5.1       XL Corp. will make reasonable efforts to carry out such changes or updates to the Web site but time shall not be of the essence in relation to such obligations

5.2       XL Corp. shall use its reasonable endeavours to manage peaks and troughs in bandwidth so as to ensure that the Web site is available for all the Franchisee normal requirements.  However, it shall not be liable for any failure to do so.

5.3       From time to time the Host Server will need to be taken down for routine maintenance and XL Corp. agrees to use its reasonable efforts to ensure that such non-availability will be as short as possible.  XL Corp. shall have no liability to the Franchisee in respect of such non-availability.

5.4       Nothing in this Agreement shall obligate XL Corp. to rebate the Franchisee where such periods of non-availability are due to circumstances outside the reasonable control of XL Corp..

6.         Should the Franchisee wish the Web site to be updated or re-designed after the go live date for any reason then XL Corp. shall provide such services and negotiate the cost involved.

6.1       Each site carries a maintenance charge of £750 payable on the anniversary of the go live date on an annual basis if the Franchisee wishes XL Corp. to continue the promotions of the site.  Otherwise an annual fee of £250 is payable on the anniversary of the go live date to re-register the domain name each year and provide the hosting.   The annual charge is subject to review at not less than 2 months notice to the Franchisee.

6.2       Gateway pages incur an annual  maintenance charge of £300 payable on the anniversary of the go live date.

7.         The Franchisee acknowledges that XL Corp. is not obliged to mirror the Web site on a backup server and save as herein contained XL Corp. shall not be responsible for losses or damages of any kind incurred or sustained by the Customer for any periods whilst the Host server is inoperable.

8.         The Franchisee shall indemnify XL Corp. and keep XL Corp. fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that its Web site contains or gives access or obscene or defamatory material pertaining to any content supplied by the Franchisee which contravenes any law or regulations.  Under no circumstance must the Franchisee be allowed to advertise or supply child pornography or sadistic torture.  All Web site content supplied by XL Corp. is the sole responsibility of XL Corp..

8.1       The Franchisee agrees that XL Corp. can, at its sole discretion remove all or part of or material on the XL Corp. site if XL Corp. deem in its sole discretion that it causes distress or offence to any reasonable person.

8.2       XL Corp. shall be under no obligation whatsoever to review , monitor or censor the content of Franchisee Web site or any material supplied by the Franchisee in relation to its Web site.

9.         The commissions paid to the Franchisee are exclusive of value added tax, which shall be paid by the Franchisee at a rate and in the manner for the time being prescribed by law.

9.1       The Franchisor shall pay the Franchisee 50% of the gross profits from membership fees and in the case of the Diamond option the Franchisor shall pay the Franchisee 90% of the gross profits from the membership fees.  The gross profits being the transaction amount less any applicable credit card fees.

9.2       Any monies paid to XL Corp. for the license of the Franchise are non-refundable after 7 days of signing this agreement.

9.3       Commissions are received directly from CCbill.com.

10.       Notwithstanding anything else contained in this Agreement XL Corp. shall not be liable to the Franchisee for loss of profits or contracts or any indirect or consequential loss arising from negligence breach of contract or howsoever.

10.1The Franchisee acknowledges that the Web site provides access to the Internet but the information, communications and interactive services that comprise the Internet or  are obtainable within the Internet are outside XL Corp. reasonable control, and that XL Corp. cannot be responsible in any way for any such information, communications or interactive services or any telecommunications systems or network [or fault or failures in them].

10.2The Franchisee further acknowledges that XL Corp. will do its up most to control the nature of the content, information or programs transmitted or received by the Customer using its Web site.  The Franchisee agrees to fully indemnify XL Corp. against any claims or legal proceedings arising in connection with the Franchise use of the Web site, which are brought or threatened against XL Corp. by any other person, as in accordance with clause 8.

11.       XL Corp. reserves the right to terminate the agreement in the following cases:

11.1The Franchisee is suspected in fraud, including but no limited to signing up on their own sites with stolen credit card information.

11.2The Franchisee fails to pay more than one monthly instalment (financing)

12.       XL Corp. forthwith upon giving notice in writing to the Franchisee if the Franchisee shall fail to pay any money due under the terms of this agreement [otherwise than as a consequence of any default on the part of XL Corp. including where any charges or accounts are rejected may at its option as an alternative to termination suspend connection to and use of the Web site until such charges are paid.

12.1Or the other shall have bankruptcy or insolvency proceedings brought against it or shall have receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up [otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction] or a court of competent jurisdiction shall make an order to that effect or if either party shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order.

12.2By XL Corp. immediately and at its sole discretion if it declines to agree the design briefing with sales and marketing.

12.3Should the Franchisee become deceased unless otherwise informed, the non-transferable licence will remain the property of XL Corp..

12.4On termination of this agreement all rights and obligations of the parties under this agreement shall automatically terminate.

13.       Neither party shall be liable for any delay in performing any of its obligations under this agreement if the delay is caused by circumstances beyond its reasonable control.  The delaying party shall be entitled to a reasonable extension of time for the performance of such obligations.

14.       No waiver of any term is valid unless it is in writing and signed by an authorised person of the party charged with the waiver.  A waiver is valid for the specific situation for which it was sought.  All remedies provide for in this agreement are cumulative and in addition to and not in lieu of any other remedies available to either party at law in equity or otherwise.

15.       Nothing in this agreement shall affect the statutory right of a customer dealing with XL Corp. as a consumer defined in the Unfair Contract Terms Act 1977.

16.       XL Corp. cannot be held responsible in any way for the Franchisees trading results or the take up of the products.  Do not be misled by claims that high earnings are easily achieved.

17.       If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provisions in questions shall not be affected thereby.

18.       This agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

19.       XL Corp. shall have no responsibility in respect of revenue tax or any other charge or levy in respect of any accruing to or on behalf of the Franchisee arising out of or in relation to the operation of the Web site.

20.       This agreement is the complete understanding between both parties and does not rely on any verbal or written representation made prior to  this agreement.