Terms and Conditions of Use

Please carefully read these Terms and Conditions of Use (“Agreement”). By accessing, browsing or using this website, either directly, or through indirect means (“Website”), or by using the software and/or services, (including, for example, telephone, mail, text, email or facsimile), you accept and agree to be bound by the terms of this Agreement. If you do not agree to these terms and conditions, you are not authorized to access or use the Website and should immediately cease all use.

1. GENERAL TERMS


For purposes of this Agreement, “You” or “Your” means the person(s) using the Xcelerator Website, its software and/or services (“Services”). Any reference herein to “Us”, “We”, or “Our” means Xcelerator. Xcelerator Pro™ is a trademark of Xcelerator. All rights reserved. All other product names used herein are the trademarks of their respective owners and We disclaim all rights to those marks.

THE DISCLOSURES AND CONSENTS REQUIRED UNDER CERTAIN STATE LAWS ARE DEEMED TO BE PROVIDED, RECEIVED AND AGREED TO BY USE OF THE WEBSITE.

Xcelerator retains the right at any time, in its sole discretion, for Our convenience, or any breach of this Agreement by You, to cancel, deny access to, and/or deny use of the Website and the Services. Further, Xcelerator may at any time, change or discontinue any aspect or feature of the Website or its Services, and has the right to modify this Agreement in whole or in part. Such changes, modifications, additions or deletions shall be effective immediately upon posting on the Website. Any use by You of the Website or the Services shall be deemed to constitute acceptance of such changes. Any dispute of the foregoing actions taken by Xcelerator should be directed to Us in writing, or via email to help@xceleratorpro.com. The Website and Services are intended for individuals who are at least 18 years of age and reside within the United States of America, or the District of Columbia. If You are under 18 years of age or reside outside of the United States of America or the District of Columbia, You are not eligible to access the Website or use the Xcelerator Pro Services.

2. SECURITY AND PRIVACY POLICY


The security of your information is Xcelerator’s highest priority. Xcelerator uses industry leading software to provide a secure network infrastructure to protect your data. We will only share Your data with Our service providers under terms of confidentiality and only as necessary to provide the Service. Xcelerator Pro™ securely interfaces with software solutions of third party service providers, such as Infusionsoft by Keap, Google’s Google Analytics, Amazon’s AWS, and Memberium’s membership support to provide full service, loan acceleration Services.

Please review Our Privacy Policy in its entirety which is hereby incorporated by reference in this Agreement.

3. OUR SERVICES


The Xcelerator Pro is a software as a service (“SAAS”) product that provides loan acceleration strategies in the form of a customized report (“Report”). The Report provides guidance to help borrowers save money on outstanding loans by accelerating repayment of the loan in order to reduce the principal balance at an accelerated rate. Xcelerator DOES NOT make loans nor do We act as an agent for You or Your Lender.

Your use of this Website requires that You be responsible for providing at Your expense, a computer with Internet access.

4. NOT SUBJECT TO BUSINESS OPPORTUNITY LAWS


The Federal Trade Commission (FTC) and many states have laws that require disclosure and registration requirements for individuals to invest in business opportunities. Neither the Business Opportunity Laws, nor the Business Opportunity Rules apply to any of the Services provided hereunder.

5. INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT AND TRADEMARK RIGHT


All intellectual property rights, and contents of this Website are owned by or licensed to Xcelerator: Copyright © 2019 Xcelerator, and/or its suppliers. All rights reserved. Xcelerator Pro is a trademark of Xcelerator. Any other product and/or company names mentioned herein, may be the trademarks of their respective owners and are used under license.

Nothing on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any service mark or trademark (individually and collectively, “Mark” or “Marks”) displayed on the Website, without the prior written consent of Xcelerator or the applicable Mark holder specific for each such use. The Marks may not be used to disparage Xcelerator, the applicable third party or the products or services of such parties, nor shall they be used in any manner that may damage any goodwill in the Marks. Use of any Mark as part of a link to or from any site

is prohibited unless establishment of such a link is approved in advance by Xcelerator in writing.

The Website contains copyrighted material, trademarks and other proprietary information, which may include, but is not limited to, text, software, images, video, graphics, music and sound, and the entire contents of the Website are copyrighted as a collective work under the United States copyright laws. You may not modify, publish, scrape, reverse engineer, transmit, participate in the transfer or sale, create derivative works or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, You will not copy, redistribute, retransmit, publish or commercially or non-commercially exploit any downloaded or downloadable information, Reports, process, algorithm, or materials without the express written permission of Xcelerator or the copyright owner. Elements of the Website are protected by trade dress, trademark, trade secret, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors.

6. DISCLAIMER


Xcelerator’s Services provide loan payoff guidance. However, You should rely on Your own financial judgment and seek advice from a finance professional as necessary if You need expert advice to achieve a specific outcome for any of Your outstanding loans. Xcelerator shall not be liable for any damages or costs of any type arising out of or in any way connected with Your use of the Services.

7. LIMITATION OF LIABILITY


It is Our intent that all information contained in the Website be accurate and reliable; however, errors may sometimes occur. The information is provided as a service to the general public over the age of eighteen and is subject to change without prior notice. In addition, changes and improvements to the information provided herein are provided “as-is” without warranty of any kind, implied, expressed or otherwise. Under no

circumstances will Xcelerator be liable for any loss or damage caused by Your reliance on the information obtained through use of the Website. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website.

THE WEBSITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS”. XCELERATOR AND/OR ITS SUPPLIERS, AND SERVICE PROVIDER COMPANIES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEBSITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE WEBSITE AND/OR XCELERATOR’S SERVICES IS AT YOUR OWN RISK. XCELERATOR AND/OR ITS SUPPLIERS, OR SERVICE PROVIDERS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR THE INABILITY TO USE THE WEBSITE AND/OR XCELERATOR’S SERVICES OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES ERRORS, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO XCELERATOR RECORDS, PROGRAMS

OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF XCELERATOR AND/OR ITS SUPPLIERS, OR SERVICE PROVIDER COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. INDEMNIFICATION


You agree to defend, indemnify and hold us and our affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees which may arise from your use or misuse of the Service. We reserve the right to control any matter otherwise subject to indemnification by You and You agree to cooperate with us in asserting any available defenses.

9. LIMITATION ON DAMAGES


In no event will Xcelerator have any liability to You in excess of actual compensatory damages. You irrevocably waive any claim to consequential, punitive or exemplary damages.

10. THIRD PARTY WEBSITES


The Website may contain links to websites maintained by third parties. Such links are provided for Your convenience. Xcelerator does not operate or control in any respect any information, software, products or services available on such Website. When You leave the Website please note that Xcelerator is not responsible for the accuracy or content of the information provided by that website, nor is it liable for any direct or indirect technical or system issues arising out of Your access to or use of such third party technologies or programs available through that website.

11. ERRORS AND DELAYS


Xcelerator is not responsible for any errors or delays in responding to a request beyond Our reasonable control.

12. DISPUTE RESOLUTION


Any claim or controversy arising out of or relating to the use of the Website, to the goods or services provided by Xcelerator, or to any acts or omissions for which You may contend Xcelerator is liable, including but not limited to any claim or controversy as to arbitrability (“Dispute”), shall be finally, and exclusively, settled by arbitration. The arbitration shall be brought before the American Arbitration Association (“AAA”). The arbitration shall be venued in California. consumer location reasonably convenient to the consumer. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding the selection of an arbitrator be in effect, the parties shall agree on an arbitrator mutually agreeable to both parties. Should the AAA decline to accept a matter submitted for individual (non-class) arbitration under these Terms of Use, the parties shall jointly select another arbitrator. In the event the parties are unable to agree on a neutral arbitrator, the claimant may file suit in any court of competent jurisdiction solely for the purpose of requesting the appointment of an arbitrator for individual (non-class) arbitration, as provided for in Section 5 of the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefor. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND XCELERATOR WILL BE RESOLVED BY BINDING ARBITRATION. THEREFORE, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR

RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. You are entitled to a fair hearing, and the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court. By using Xcelerator’s goods, facilities and services, You consent to these restrictions.

Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between You and Xcelerator, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in northern California. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys’ fees.

13. NOTICES


All notices shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the following:

Xcelerator Inc.

4300 S Jog Rd, St # 540201

Lake Worth Fl, 33454

14. DATA BREACH NOTIFICATION


In the event of data security breach that requires Us to notify You, We will send You notification by email. You must therefore keep your registered email address current and promptly notify us of any changes in writing by contacting help@xceleratorpro.com.

15. MISCELLANEOUS


This Agreement (which hereby incorporates by reference any other provisions applicable to use of the Website), including, but not limited to, any supplemental terms, all constitute the entire agreement between You and Xcelerator and shall supersede all other prior or contemporaneous communications, agreements or promises, whether oral, written or electronic, between You and Xcelerator with respect to the Website and information, software, products and Services associated herewith. This Agreement shall be subject to and construed in accordance with the laws of the State of Florida, excluding its conflict of laws principles. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

16. AFFILATE / REFERRAL / INFLUENCER PARTNERSHIP LEGAL AGREEMENT


Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.

BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND XCELERATOR, LLC (DBA XCELERATORPRO.COM).

This Partner Agreement, consisting of this Cover Page and the attached Business Terms (collectively, this “Agreement”), is made and entered into by and between XCELERATOR Inc and Partner (each, as defined below). The Agreement shall become binding once Partner clicks through the Agreement in the manner provided by XCELERATOR Inc (the “Effective Date”). XCELERATOR Inc and Partner are sometimes referred to as a “Party”, and together as the “Parties”.

As used in this Agreement, the following terms shall have the meanings set forth below:

XCELERATOR IncPartner
“XCELERATOR Inc” means XCELERATOR Inc,Inc., a U.S., State of Florida company with corporate offices in Lake Worth Florida“Partner” or “You” means the person or company (including Company Name and other information) detailed in the Form submitted to XCELERATOR In
XCELERATOR Inc Headquarters and Notice Address:Partner Information:
4300 S Jog Rd, St # 540201, Lake Worth Fl, 33454 For legal notices, provide copies to: XCELERATOR Inc, Inc. – Legal Department; support@XceleratorPro.com“Partner Information” means the information provided by Partner in the Form.
TERM: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the Business Terms).

DEFINITIONS

As used in these terms and conditions: (i) “We”, “us”, or “our” refers to XCELERATOR LLC and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the XCELERATOR website located at www.XCELERATORpro.com; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to the XCELERATOR Affiliate Program.

Background
Xcelerator Inc. is the owner and operator of Xcelerator Inc.®, a unique customer relations platform and service that promotes effective, interactive engagement among Xcelerator Inc. customers and their customer base (the “Xcelerator Inc. Service”). Partner wishes to promote, market and advertise the Xcelerator Inc. Service to potential Xcelerator Inc. customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Xcelerator Inc.’s Partner Program (“Program”) detailed in this Agreement.

Agreement
The Parties agree as follows:
1. LICENSE

a. Subject to this Agreement and its terms, Xcelerator Inc. hereby grants to Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Xcelerator Inc. Service to Referrals, and to use the Xcelerator Inc. trademarks, logos and URLs provided by Xcelerator Inc. and listed in Exhibit A (“Licensed Marks,” as may be amended by Xcelerator Inc. from time to time), and associated materials, language or code for the sole purpose of promoting the Xcelerator Inc. Service (collectively, “Marketing Materials”).

b.Xcelerator Inc. trademarks and logos (“Xcelerator Inc. Marks”) is included in the Guidelines.
b. The license to use the Licensed Marks granted herein is subject to Xcelerator Inc.’s Trademark Usage Guidelines (“Guidelines”) (which can be found at https://www.xceleratorpro.com/legal-terms-of-service/), incorporated here by reference, as updated from time-to-time by Xcelerator Inc. at its sole discretion. Xcelerator Inc. may choose to revoke this license at any time by giving Partner a written notice (including via email). A list of certain Xcelerator Inc. trademarks and logos (“Xcelerator Inc. Marks”) is included in the Guidelines.

AFFILIATE OBLIGATIONS /COMMITMENTS
ENROLLMENT
To begin the enrollment process, you will complete and submit the online application. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program.

We reserve the right to reject any application for any reason, however, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.

WEBSITE RESTRICTIONS
Your participating website(s) may not:

1. Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.

2. Violate any law, rule or regulation.

3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.

4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

LINKING TO OUR WEBSITE

Upon acceptance into the Program, links will be made available to you through the interface. You will be able to review the Program’s details and previously-published affiliate newsletters, download HTML code that provides for links to web pages within the our website and banner creatives, browse and get tracking codes for our coupons and deals.

Your acceptance in our program means you agree to and abide by the following.
1. You will only use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation.

2. We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

3. All domains that use your affiliate link must be listed in your affiliate profile.

4. Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.

5. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).

6. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed. And agree to act in an ethical manner, avoiding any actions that violate the law of your State of Residence or/and The United States of America

7. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

9. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.

10. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.

11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack the our title to the licensed materials or the validity of the Licensed Materials or this Agreement.

12. Liabilities: Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Xcelerator Inc. Mark violates a third party’s trademark rights, Xcelerator Inc. is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Xcelerator Inc. harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.

13. Customer Relations: During and after the Term, Xcelerator Inc. shall be the exclusive owner of all relations created via Partner among Xcelerator Inc. and Referrals with respect to the Xcelerator Inc. Service, including any and all information identifying Referrals who contract with Xcelerator Inc. for the use of the Xcelerator Inc. Service. The Master Agreement, Privacy Policy, and Xcelerator Inc.’s rules and procedures for the Xcelerator Inc. Service will apply to these Referrals and may be changed by Xcelerator Inc. without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Xcelerator Inc. under the Master Agreement.

QUALIFIED REFERRALS, COMMISSIONS
a. “Qualified Referrals” mean Referrals (a) referred by Partner to Xcelerator Inc. and who complete the sign-up procedure of whom Xcelerator Inc. has no record in connection with the Xcelerator Inc. Service, or who are not, at the time referred to Xcelerator Inc. by Partner, in any contractual relations or ongoing negotiations with Xcelerator Inc. in connection with the Xcelerator Inc. Service; (c) who accept the Master Agreement and acquire within one hundred (100) days of being referred to Xcelerator Inc. by Partner, at a Referral’s own discretion and without receiving any monetary or other incentive from Partner, (d) who are not rejected by Xcelerator Inc., and make at least one monthly payment to receive the

Xcelerator Pro Membership Subscription Service. All Referrals will be deemed rejected by Xcelerator Inc. if they do not become a Qualified Referral within one hundred (100) days of first being submitted to Xcelerator Inc. by Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.

b. Referral Procedure Each Referral shall be referred to Xcelerator Inc. by Partner through an online form provided by Xcelerator Inc. to Partner, which Partner shall fully complete and submit to Xcelerator Inc. (“Referral Form”). Upon receiving each Referral Form, Xcelerator Inc. shall send an email to the Referral’s email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the Xcelerator Inc. Xcelerator Inc also reserves the right to also receive referrals through affiliate with partner-specific link and allow Referral Partner to sign up for service directly on the website Xceleratorpro.com. Service and become a Qualified Referral. Xcelerator Inc. shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.

c. Commissions

i. Responsibilities: Xcelerator Inc. shall collect all fees from Referrals for the Xcelerator Inc. Service directly from Referrals (“Subscription Fees”).

ii. Referral Fees: Upon a Referral becoming a Qualified Referral, Xcelerator Inc. shall pay Partner referral fees in arrears at the applicable percentage of the fees listed on Exhibit B (“Referral Fee Percentage”) (excluding any discounts) payable by the Qualified Referral pursuant to their initial order under the Master Agreement for so long as said referral member is an active paying member (“Referral Fees”).

iii. For clarity, Partner shall only receive Referral Fees on a Qualified Referral’s initial order and Referral Fees will accrue and be payable for so long as Qualified Referral is a paying active member in good standing. Such Referral Fees shall become payable and be paid to Partner at the end of thirty (30) days in which Subscription Fees attributed to such Qualified Referrals are paid to Xcelerator Inc.

iv. Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Xcelerator Inc. harmless from and against any claims arising out or relating to all charges emanating from Xcelerator Inc.’s payment of Referral Fees.

PPC GUIDELINES
1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.

2. You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to ‘XCELERATOR Coupons’, ‘XCELERATOR Discount Codes’, ‘XCELERATOR Promo’, etc).

3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.

4. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.

5. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.

6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.

TRADEMARKED TERMS
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):

XCELERATOR, XCELERATORpro.com, www.XCELERATORpro.com, XCELERATOR coupon, XCELERATOR coupon code, XCELERATOR discount, XCELERATOR discount code, XCELERATOR promo, XCELERATOR promo code, XCELERATOR sale, XCELERATOR sales, XCELERATOR deal, XCELERATOR deals

COUPON GUIDELINES
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

1. You may ONLY advertise coupon codes that are provided to you through the affiliate program.

2. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program.

3. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.

4. You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).

5. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.

6. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.

7. Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code,

promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.

COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.

SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.

Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.

DOMAIN NAMES
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.

OK
www.website.com/XCELERATOR

Not OK
XCELERATOR.website.com
www.XCELERATOR-coupons.com

ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:

1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.

2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.

3. E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.

SOCIAL MEDIA

Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:

1. You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example, You may post, ‘25% off sale at XCELERATOR through Wednesday with code GET25’.

2. You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.

3. You ARE PROHIBITED from running Facebook ads with our trademarked company name.

4. You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.

OPERATIONS OUTSIDE UNITED STATES
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.

FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you

received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.

* Disclosures must be made as close as possible to the claims.

* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).

* Pop-up disclosures are prohibited.

For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC’s Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements

XCELERATOR RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.

We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

TERMINATION
1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our 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.

3. You are eligible to earn commissions only on sales of qualifying products that occur during the term, and 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.

MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

OUR CUSTOMERS/ MEMBERS
Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

ORDER PROCESSING
1. Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered ‘direct sales’. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.

2. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.

3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.

PAYMENT
You will be paid according to the Affiliate Tier you have been set up for

VIP Affiliate30% of Monthly Re-Occurring Commission on Active Member Referrals Membership PaymentRe-Occurring Revenue begins 30 days after Member first signs up until referral is no longer an active member in good standing
Standard Affiliate3 months of 30% of Monthly Commission on Active Member Referrals Membership Payment3 consecutive months of Revenue begins 30 days after Member first signs up

When and how often will I be paid?

Commissions are verified at the end of each month. Payments are then sent within the first week of the next month. The registered account must also meet our requirements per our TOS and be currently active and paid up to date at the time of payout.

Example 1:

For example, if you made two sales of the Starter Membership Tier ($275 Monthly Membership Fee = $82.50 Affiliate Commission) in January, the sales will be verified at the end of January and you will be paid your $100 commission the first week of February. If you continue to make regular sales each month afterward, then expect to be paid on the first week of every month (after your first commission payment).

JanuaryFebruary
2+ Sales Made- Mid January January Sales Verified (Near End of Month)Affiliate Payout send to Affiliate Partner 30 days later in February = $165.0

ACCESS TO AFFILIATE ACCOUNT INTERFACE

You will create a password so that you may enter your secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

You will set your user name and password when you sign up as an Affiliate::
AFFILIATE SIGN UP FORM https://yd595.infusionsoft.com/app/form/xceleratoraffiliatesignup
AFFILIATE MEMBER SIGN IN
https://yd595.infusionsoft.com/app/authentication/login

TRANSACTION LOCK DATES

All sales will remain in a ‘sales pending period’ and will not lock until the terms set forth within the locking period parameters of our Program. All locked payments will be processed by us after the lock date.

REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.

Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

1. You are not forthcoming, intentionally vague or are found to be lying.

2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.

3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.

GRANT OF LICENSES
1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.

2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us.

3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license.

Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.

REPRESENTATIONS AND WARRANTIES
You represent and warrant that:

1. 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;

2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

DISCLAIMER
XCELERATOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL XCELERATOR’S CUMULATIVE LIABILITY TO

YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

INDEMNIFICATION
You hereby agree to indemnify and hold harmless XCELERATOR, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

CONFIDENTIALITY

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

MISCELLANEOUS

1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Florida without regard to the conflicts of laws and principles thereof.

4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

8. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

9. Xcelerator reserves the right to change or cancel the Affiliate Program at any time.

INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. 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.