These terms and conditions apply to your participation as a member of the MP3Sugar Affiliate Program (the "Program") operated by X-Media LTD. (hereinafter, "Company," "we" or "us"). As used in this Agreement, "you" or "your" means the applicant/participating member.

1. Enrollment in MP3Sugar.com program

MP3Sugar.com Affiliate application is avaliable at http://www.mp3sugar.com/webmasters/. The program may reject our application if it determines (in its sole discretion) that Your Site is unsuitable for the Affiliate Program for any reason. If Mp3Sugar.com rejects your application, you may reapply at any time and it we be reconsidered by the program.
You must be at least 18 years of age in order to qualify and participate in the Mp3Sugar.com Affiliate Program. For privacy concerns, read our Privacy Policy.

2. Forms of promotion.

As an affiliate website of Mp3Sugar.com/webmasters/ ("Affiliate Site"), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the "Links"), however, you cannot employ deceptive language or misleading URLs.
Also promoting the Program with unsolicited bulk e-mails (spam) is strictly prohibited. Affiliate site is not allowed to contain any illegal information, files or images.

3. Commissions

The core of the program is a 30% commission payout You receive off all the payments made by users who register using Your link. Commission rates may be changed from time to time. You'll receive an e-mail notification in such a case.

4. Comission payments

Commissions due and owing to you under the Program will be paid to you directly by COMPANY on a bi-weekly basis for the previous period activity.
Our minimum payout is $100 for online payment systems and $500 for wires. All payments are in USD.
The fees are the following:
Check: $5
Wire: $40
Online payment system (Fethard, Webmoney): FREE

5. Term of the Agreements.

The term of this Agreement (the "Term") will begin on the date MP3Sugar.com accepts your completed Affiliate Program application and will continue in full force and effect until terminated pursuant to this paragraph. Either party shall have the right, in its sole discretion for any reason whatsoever, to terminate this Agreement at any time by giving the other party 5 days written notice; provided, however, that Mp3Sugar.com can terminate this Agreement immediately in the event it deems the content on Your Site objectionable or if Mp3Sugar.com becomes aware or suspects any fraud activity from your side. In that case no funds will be paid and the Affiliate agrees not to take any legal action against the Program.

6. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

7. Relationship of Parties.

You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

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

9. Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items 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.

10. Representations and Warranties.

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

11. Confidentiality.

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term õConfidential Informationõ shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. Should you received a court notice, complaint or subpoena requesting or seeking to compel disclosure of Confidential Information, you shall immediately inform COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a protective order to prevent disclosure of such Confidential Information. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

12. Indemnification.

You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY JOINING THIS AFFILIATE PROGRAM YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail: if to you, to you at the e-mail address provided in your Affiliate Program application form; and if to the Program, to MP3Sugar.com/webmasters/ at support@mp3sugar.com.