Independant Distributor Agreement

Last Update: February 2024

This is the Independent Distributor Agreement (the “Agreement”) between the XERA (“XERA”, “we”, “us”, “our”) and the Independent Distributor (“Independent Distributor” “IXD”, “you”, “your”), which is a binding contract between both parties and the conditions governing all aspects of the relationship between XERA and the Independent Distributor.

These Terms govern the IXD’s access to and use of all parts of the Platform and mobile application referring to the domain http://www.xera.pro/ (the “Platform”) provided by the XERA service.

By accessing, visiting or using, the Platform, the Independent Distributor agrees that he/she/they have read, understood, and accepted all of the terms in this agreement as well as our General Terms and Conditions, Privacy, and Cookie Policy. All of them are understood as complementary legal instruments binding to the IXD.

These Terms may be made available in several languages, however, in case of any inconsistencies between the English version and a translated version, the English version prevails.

1. DEFINITIONS

1.1. “IXD” refers to an “Independent XERA Distributor”, who is the User, individuals and/or legal entity, using the XERA services and products, who shares our Platform services and products with new users (the “Members”), to become IXDs and earn rewards as applicable to the services provided in the XERA Platform, according to the present Agreement.

In the relationship with XERA, IXDs act as independent distributors and shall not be considered employees, sales representatives, partners, service providers, franchises, joint ventures, agents, brokers, or any other specific association to XERA besides her/his/their sole discretion and will to act as an independent distributor of XERA’s products and services.

1.3. “XERA Platform”, an internet-based digital service that offers Users a comprehensive overview of the rewards, benefits, and commission derived from their involvement in the Third-Party Partner services (“Third-Party Partner Websites”) referral activities. This Platform operates as a personalized dashboard, empowering users (the “User”, “Users”) to track, oversee, and visualize the earnings they accrue through the Third-Party Partners Websites.

1.4. “Third-Party Partner Websites” refers to our collaborative partners with whom you can engage to use services, buy hardware products, and access rewards, benefits, or commission-based services.

1.5. “2access” refers to an intermediary platform that operates as a unified single sign-on platform (SSO)system enabling Users to access Third-Party Partner Websites offered on its platform, which encompasses platforms such as XERA, and Third-Party Partner Websites.

1.6. “Account” refers to the account created by the User on the 2access platform.

1.7. “EURK” refers to the internal virtual point provided in the Platform and a reward according to the structure described in the Platform.

1.8. “Product” refers to the hardware and software provided by Third Party Partner Websites of XERA, which IXDs have the sole discretion to acquire from the products and services available at one of the Third-Party Partner Websites.

1.9. “Compensation Plan” refers to commissions, bonuses, and other incentives available to IXDs for referrals generated within their Member network. In order to obtain further information about the Compensation plan, please refer to our Commission Policy.

1.10. “Member”, refers to either a natural person who is at least 18 years of age, possessing legal capacity and the requisite authority to agree to this Agreement, or a legal entity that holds necessary authorization to enter into this Agreement.

1.11. “Volume Points” refers to points that contribute to turnover and rank.

1.12. “Commissionable Points” refers to the points that are relevant for commissions.

1.13. “Turnover” refers to the cumulative amount of purchases within a designated time frame.

1.14. “Rank” refers to the position in the commission plan, affecting commission eligibility.

1.15 “Active” refers to the Members’ status when they fulfill first-level criteria based on the given parameter.

1.16. “Qualified” refers to the Members’ status when they fulfill the team turnover prerequisites, contingent on the rank parameter.

1.17. “Active and Qualified Infinity” refers to the essential statuses Under the infinity commission plan, to earn commissions, determined by rank prerequisites. Failure to meet the monthly requirement makes the User ineligible for the infinite bonus.

2. ELIGIBILITY

2.1. Eligibility requirements for accessing Third-Party Partner Websites may vary. Some of these Third-Party Partner Websites may allow minors to access their services with certain conditions to be met. IXDs should carefully review and comply with the specific terms and conditions, age restrictions, and guidelines of each Third-Party Partner Website they intend to visit.

2.2. It is the IXDs' responsibility to ascertain her/his/their’ eligibility and adhere to any age-related restrictions or guidelines as specified by the respective Third-Party Partner Website. XERA is not liable for any disparities in eligibility criteria among Third-Party Partner Websites. Members are encouraged to contact the particular Third-Party Partner Website directly for clarification on their Member acceptance policies and internal regulatory policies, terms, and conditions.

2.3. Your access to each Third-Party Partner Website through the XERA Platform is contingent upon your compliance with the respective Third-Party Partner Website's terms and conditions, as well as any applicable laws and regulations applicable in your country or residence.

2.4. To establish an Account within the XERA, IXDs are required to complete the registration procedure on the 2access platform (https://2access.io/). Upon registration with 2access, you will be subjected to a specified onboarding process designed to facilitate its internal onboarding verification procedures. As part of this process, you must create a robust password and also consent to abide by these specified Terms, the Privacy Policy, and any additional regulations stipulated by the 2access.

3. REGISTRATION AS IXD

3.1. To become an IXD, you shall open an Account in the 2access by submitting the referral code to become a Member of the Platform.

3.2.IXD agrees and understands that when you create an account using a referral code, IXD will receive a certified referral link, which you can share with others so that they can become a Member of the Platform.

3.3. By adding Members to the Network and when those Members make purchases of products and/ or services from Third-Party Partner Websites, you as an IXD may become eligible to receive rewards in accordance with this agreement and the terms applicable to our Platform.

4. MEMBERSHIP ACTIVATION

4.1. In order to be an active member on our Platform, you hereby agree and acknowledge that you have subscribed and paid necessary subscription fees on the Third-Party Partner Websites.

4.2. Members agree and acknowledge that compensation, benefits, and reward plans are subject to the payment of the due annual membership subscription according to fees available on the platform and/or Third-Party Partner Websites.

5. COMPENSATION PLAN, REWARDS, BENEFITS AND OTHER INCENTIVES (“Services”)

5.1. IXD agrees and acknowledges that the XERA provides a Compensation Plan that outlines the commissions, bonuses, and other incentives available to IXDs for referrals generated within their Member network. In order to obtain further information about the Compensation Plan, please refer to our Commission Policy.

5.2. The IXD further agrees and acknowledges that they may only be eligible for the Services listed under Clause 5, provided that they have successfully subscribed to the Subscription mentioned in Clause 4.2.

5.3. Services related to rewards and benefits stemming from active participation in Third-Party Partner Websites are meticulously calculated by considering a diverse array of factors. In order to obtain further information about the Rewards for referrals, please refer to our Commission Policy.

5.4. To be entitled to these rewards, IXDs are required to transact using EURK. This ensures their eligibility for the rewards and benefits offered through the Platform.

5.5. Further, IXD agrees that in order to participate in the Compensation Plan, IXD shall be both active and qualified each month. In order to understand the eligibility criteria to be ‘Active and Qualified Status’ please refer to our Commission Policy.

6. CAREER RANKS AND THE 50% RULE

6.1. By engaging with the Career Rank system offered on XERA, IXDs shall be eligible to advance to higher ranks within this system. This mechanism provides a systematic advancement in accordance with the criteria described in XERA website, thereby granting IXDs access to corresponding benefits and privileges.

6.2. There are fourteen (14) total Career Ranks available in the Platform and they do not decrease despite the IXD becoming inactive.

6.3. For further details about the Monthly Commissionable Rank, please refer to our Commission Policy.

6.4. IXD agrees and acknowledges to adhere to the 50% rule available on our Platform. The 50% rule prohibits the IXD from deriving benefits solely from the efforts of one individual Member, thereby fostering fairness in reward distribution. For further details on the 50% Rule refer to our Commission Policy.

7. VOLUME AND COMMISSIONABLE POINTS

7.1. This agreement governs the utilization of the point system within the XERA Platform, encompassing the Commission Points (CP), Volume Points (VP), and Infinity Points (IP). Please refer to the Volume and Commissionable Point System at our Commission Policy.

7.2. By engaging in activities associated with the XERA point system, IXD acknowledges and understands that the point system is an integral component of the Platform's rewards and engagement structure.

7.3. XERA reserves the right to modify, update, or alter the point system, including the allocation of points, mechanisms, and associated benefits. Such modifications will be communicated to IXDs through Platform notifications or official communication channels.

8. COMMISSION POLICY - GENERAL TERMS

8.1. IXDs acknowledge that any commissions earned through our Services are subject to the general terms and conditions established by XERA in this document and the Commission Policy. IXDs shall familiarize themselves with the Commission Policy to fully understand the terms governing and any other relevant aspects of commissions earned as part of their participation in our Services.

8.2. IXDs agree and acknowledge that the XERA Platform reserves the right to modify the Commission Policy including but not limited to the compensation plan, payment structure, and associated fees for its services. Any changes made to the Commission Policy including to the compensation plan, payment structure, or fees shall be implemented in a one-directional manner by our Platform.

8.3. XERA shall provide a minimum of fifteen (15) days advance notice to IXDs regarding any changes to Commission Policy including but not limited to the compensation plan, payment structure, and associated fees. Notice shall be provided through electronic means, including email, notifications within the XERA Platform, or other communication channels as deemed appropriate by the XERA.

8.4. IXDs acknowledge and agree that she/he/they are responsible for reviewing all notifications and announcements regarding any changes to the Commission Policy including but not limited to the compensation plan, payment structure, and associated fees. The continuing use of our services and products after the effective date of such changes constitutes acceptance of the modified terms and rules of the XERA.

9. BONUS

9.1. IXDs achieving our ranking system shall be eligible for bonuses as a testament to recognition and reward. IXDs agree and acknowledge that these bonuses are computed cumulatively, meaning that each successive bonus augments the total sum of previously earned bonuses according to the information available at our Commission Policy.

9.2. The Direct Bonus Plan

9.2.1. When a Member within your immediate network purchases a Product upon your reference, you will receive a bonus payment corresponding to 10% of the commissionable point volume linked to that specific Product.

9.2.2. XERA shall promptly initiate payments for the Direct Bonus immediately following the IXD’s issuance of the Product invoice. To qualify for this bonus, the IXD must fulfill the prerequisite of undergoing the KYC requirement and receiving approval, which constitutes an integral component and prerequisite of this Agreement.

9.2.3. IXDs hereby acknowledge and consent that this Direct Bonus Plan is exclusively applicable to direct acquisitions of new Products. This provision expressly excludes any potential automatic buyback arising from the token production embedded within the Products. Further please note that personal ownership of a Product by an IXD is not a prerequisite for eligibility to receive this bonus. For further information about the Direct Bonus refer to our Commission Policy.

9.3. Dynamic Unilevel Bonus

9.3.1. Unilevel Bonus is rewarded for volume from your active teams, up to fifteen (15) dynamically compressed levels. For further information regarding the Unilevel Bonus please refer to our Commission Policy.

9.4. Fast Start Bonus

9.4.1. Within the initial thirty (30) days following registration on the Platform, if you successfully refer five (5) Members, your lifetime direct bonus shall be enhanced to 15%.

9.4.2. If you accrue more than five (5) Members within their first line prior to the culmination of thirty (30) days from registration, you shall receive a 15% direct bonus encompassing all Members (including the initial 5).

9.4.3. In the event you accumulate fewer than five (5) Members in your first line by day thirty (30) after registration, you will receive a 10% direct bonus on each of those members and on all forthcoming first-line members.

9.4.4. In order to understand further regarding the Fast Start Bonus, please refer to our Commission Policy.

9.5. Infinity Bonus

9.5.1. The IXD shall be eligible for the Infinity Bonus upon the achievement of the Chief Director Rank.

9.5.2. The IXD agrees and acknowledges that this bonus is subject to the volume differences between rank qualifiers. If a Member in your network has a lesser rank, the system shall compute the difference between your bonuses within the unilevel structure. For further reference and to view the percentages of the Infinity Bonus table, please refer to our Commission Policy.

9.6. Matching Bonus

9.6.1. To qualify for the Matching Bonus, IXD shall maintain active status, meet the qualifications for the Infinity Bonus, and, should a Member in their network attain a rank equal to or higher than their own while the IXD remains active and qualified, they will become eligible. IXD shall agree and acknowledge that the Matching Bonus will be determined based on the IXD's Monthly Commission Rank. For further information regarding Matching Bonus, please refer to our Commission Policy.

9.7. House Bonus

9.7.1. The IXD shall be eligible for the House Bonus upon reaching the accomplishment of RANK 12 (Elite Ambassador) Qualification. This achievement must be accompanied by achieving a minimum turnover of EUR 60,000,000. For further information please refer to our Commission Policy.

9.8. Retreat Bonus

9.8.1. High-performing IXDs may have the opportunity to partake in exclusive retreats offered by the Platform. The eligibility for these retreats is determined by evaluating factors such as IXD’s country and performance. To view the detailed retreat qualifications and criteria, please refer to our Commission Policy.

9.9. Pool Bonus

9.9.1. To qualify for the Pool Bonus, IXD shall maintain an active status, and meet the Infinity Bonus requirements. For further information please refer to our Commission Policy.

10. UNILEVEL PLAN STRUCTURE

10.1. IXD agrees and understands that the attainment of various levels within the Unilevel Plan Structure on our Platform is subject to meeting precise criteria. These criteria mandate that IXDs maintain a predetermined count of direct referrals or personally sponsored Members within each line. Additionally, there is a requirement for achieving a minimum turnover within the initial line. For further details refer to our Commission Policy.

10.2. To unlock the various levels within the Unilevel Plan Structure, IXDs agrees and acknowledges the following conditions:

10.2.1. Unilevel Structure Team Bonus - These team bonuses, generated upon a Member's Product purchase, are computed across the 2nd level through the 15th level of the Unilevel Plan Structure. The calculation of this team bonus takes into account the active or inactive status of Members within the Platform, employing a dynamic compression mechanism.

10.2.2. Dynamic Compression Explanation - Dynamic compression is a process where, when a Member at a particular level is inactive or has not purchased a Product, the bonus calculation dynamically compresses or bypasses that level. The calculation then proceeds to the subsequent active Member or the next level containing an active Member.

10.2.3. Receiving the Team Bonus – IXDs agree and understand that eligibility to receive the team bonus necessitates the purchase of a Product. The disbursement of the team bonus occurs instantaneously, without the requirement to attain a specific rank within the organizational structure.

10.2.4. Unilevel Compensation Plan

10.2.4.1. IXD shall fulfill the criteria for eligibility in the Unilevel Compensation Plan when IXD successfully enrolls a new Member within their initial line and or when a Member of the network's first Line purchases a package. By fulfilling either of the aforementioned conditions, IXD shall establish qualification for participation in the Unilevel Compensation Plan.

10.2.4.2. The Unilevel plan encompasses distinct ranks, each accompanied by its own Active status requirement and corresponding minimum commissionable volume. For further information, please refer to our Commission Policy.

11. GENERAL ETHICAL RULES AND OBLIGATIONS OF IXDs

11.1. IXDs shall act under the principle of good faith, and provide accurate and transparent information when referring to other Members. However, all the information provided by referred Members are strictly subject to clause 2 of this agreement.

11.2. IXDs hereby agree to indemnify, defend, and hold harmless XERA, its affiliates, shareholders, directors, employees, representatives from and against any claims, liabilities, damages, losses, expenses, and costs, including reasonable attorney's fees, arising from or related to your participation in the referral program. Your liability for such acts includes but is not limited to (i) any breach of the terms and conditions, (ii) any violation of third-party rights, (iii) any unauthorized use of intellectual property, and (iv) any negligence or willful misconduct on your part.

11.3. IXDs are required to adhere to ethical guidelines while independently promoting the referral program and/or -services and products offered by Third-Party Partner Websites. This includes refraining from participating in activities -including but not limited to spamming, providing misleading information, or any other actions that could be perceived as false, bad faith, or misleading to the XERA Platform’s members and/or Third-Party Partner Website Users.

11.4. IXDs shall carefully review and adhere to this Agreement as outlined by XERA and associated Third-Party Partner Websites. This ensures that IXDs understand the rules, requirements for participation, and the ethical rules and obligations established by this agreement and XERA’s terms and conditions.

11.5. If the IXD decides to create any cooperative structure around her/his/their referrals, the IXD’s is solely responsible for adhering to any applicable legal provisions related to the management of her/his/their referees, tax obligations, social insurance system, and obtaining necessary business licenses as applicable to the country where the IXD operates. The XERA is not liable for any of such matters that solely lied upon the IXD. For further details, visit our Tax Declaration and Disclaimer.

11.6. IXD shall meet all tax and other financial obligations associated with earnings from their activities, as mandated by the jurisdiction where the IXD resides or where IXD's registered office is located. The XERA is not liable for any of the tax or other financial obligations of the IXD. IXD shall maintain records of all payments made to the IXD and his/her/their referees, in order to issue or submit any required reports to government agencies or other authorities as mandated by law when necessary and according to applicable laws and regulations.

11.7. Members of the XERA are strictly prohibited from changing their IXD who was the first sponsor to add them to the network. In the event that a Member engages in any activity aimed at changing their IXD sponsorship without XERA’s written consent, the platform reserves the right to suspend the Member's account and associated privileges immediately upon discovering such unauthorized IXD change activity, without prior notice.

11.8. During the suspension period, the Member shall be prevented from accessing the network and its benefits. Upon the following investigation and confirmation of the unauthorized IXD change, XERA reserves the right to terminate the Member's status as an IXD within the XERA network. If a Member believes that their suspension or IXD termination was unfair, they may submit a written claim to XERA's designated Dispute Resolution Process within seven (7) days of receiving notice of the suspension or termination. XERA will consider such claims in accordance with its dispute resolution procedures.

11.9. IXD shall not distribute any content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil and/or criminal liability or otherwise violate any applicable local, state, national or international law or regulation.

11.10. In the relationship with XERA, IXDs act as independent distributor and shall not be considered employees, sales representatives, partners, franchises, joint ventures, agents, or brokers of XERA.

11.11. IXDs agree and acknowledge that no specific criteria regarding revenues, sales, or minimum deliveries are imposed. IXDs shall operate independently without directives from the XERA, except for their contractual commitments. They assume full entrepreneurial responsibility, covering all business expenses, including employee salaries when applicable. IXDs are required to establish and manage their businesses following sound business principles and practices, which include maintaining their own offices or suitable workplaces for conducting business activities.

11.12. The XERA expressly states that the IXD’s achievements depend entirely on his/her/their personal commitment, abilities, skills, dedication, desires, motivations, and efforts. The XERA does not guarantee or warrant any specific level of remuneration or other income from the mere participation in the Platform and also does not provide a package of services that would result in such guaranteed compensation or rewards.

11.13. IXDs are strictly forbidden to respond to press inquiries regarding the XERA, its system, services, marketing plan, or any other matter related to the Platform without exception. Instead, they are obligated to promptly forward all press inquiries to the XERA. IXDs are personally liable to XERA, its members, and Third-Party Partner Websites for any breach of this obligation.

11.14. Prior written consent from the XERA is a strict prerequisite for any IXD’s public statements, whether on television, radio, or online forums, about the XERA, the product range, and referral system, or any information regarding the XERA products and services. The XERA is not liable for any of such activity or statements made without prior written consent expressly allowing the IXD to act on its behalf.

12. ETHICAL RULES FOR IXD WHILE DEALING WITH MEMBERS

12.1. IXDs must consistently uphold principles of fairness and respect in their interactions with each other and when engaging with partners from other competitor platforms.

12.2. New IXDs should receive accurate information about their rights and responsibilities. IXDs are strictly prohibited from promoting and/or sharing details related to potential income or earning prospects.

12.3. IXDs are strictly forbidden to make verbal or written commitments concerning the products and services offered by/through the XERA.

13. ADVERTISING POLICY

13.1. IXDs are expressly forbidden to use the trademarks, service marks, trade names, slogans, symbols, or color schemes of the XERA in any advertising, in a manner that could falsely suggest they are employed by or act as agents of the XERA. All advertisements if any must only feature the name of an IXD under her/his only discretion and liability.

13.2. IXDs must not reproduce any copyrighted materials from the XERA, whether printed, filmed, or created via audio or video recording unless explicitly authorized in writing form by the XERA.

13.3. IXDs are not permitted to distribute, create, use, or share any information regarding the contents, characteristics, or properties of products that have not been directly provided by the XERA. This includes all forms of media, such as print, audio, or online media.

13.4. IXDs should not answer the telephone or use any telephonic message device in a way that might imply or be understood as employment by or agency with the XERA. They may list contact numbers under their IXD position name but must not represent themselves as employed by or agents of the XERA.

13.5. Any media engagements shall be referred to the XERA immediately after requested, and IXDs should not have any contact with the media without prior and express written authorization from XERA.

13.6. IXDs are allowed to make personal donations, in their personal capacity, to organizations or programs. Such donations must not be represented as coming from the XERA. Moreover, any donations should not be made with the purpose of soliciting media coverage.

13.7. IXDs are not permitted to advertise or promote their IXD activities, products, and services of the XERA, or use the name of the XERA in any form of electronic media or transmission, including on the internet through websites or other means, without obtaining prior written approval from the XERA.

13.8. The XERA explicitly forbids IXDs from making any false, misleading, or unauthorized statements or engaging in illegal activities, including unfair advertising practices, related to the XERA and/or its products and services.

13.9. IXDs may promote XERA products on online platforms like social networks, blogs, and chat rooms. When doing so, they must use approved messages and clarify that the page belongs to them, not the XERA. It's important to state that these promotions are not official XERA advertisements but independent IXD activities.

13.10. IXD shall be solely responsible for all travel costs, expenses, office expenses, telephone charges, and other expenses for advertising materials as applicable under the present agreement.

14. CONFIDENTIALITY

14.1. IXDs shall maintain strict confidentiality regarding the business operations and trade secrets of the XERA, including its organizational structure. The XERA reserves the right to provide certain confidential information to IXDs, which may include but is not limited to product purchase details, manufacturer and supplier information, trade secrets (including downline activities), and data about third parties, partners, business reports, commission or sales reports, and other financial and business information marked as confidential by the XERA.

14.2. All such information considered to be confidential, whether in written or electronic form, is considered proprietary and confidential to the XERA. This information is shared with IXDs on a 'need to know' basis exclusively for their use in connection with their activities with the XERA. IXDs must keep this information confidential and refrain from disclosing it to any third party, either directly or indirectly. They shall not use this information to compete with the XERA or for any purpose other than promoting the XERA program and the products and services or display any unfair trading practices.

14.3. Upon the expiration, non-renewal, or termination of these Terms, IXDs shall strictly continue to maintain the confidentiality of such information and cease its use. This obligation shall remain in effect even after the termination of the relationship between the parties.

15. ACCOUNT SUSPENSION, RESTRICTION, OR TERMINATION

15.1. The XERA retains the right to suspend, restrict, or terminate an IXD's access to any or all of our Services and the Platform without notice or liability upon any of the following circumstances:

15.1.1. If we are legally required to do so by an arbitration, court order, or any binding government authority order.

15.1.2. If we have reasonable grounds to suspect that an IXD is using the XERA account, products, and/or services for illicit activities, or in a breach of the ethical rules, including but not limited to harassment and misconduct.

15.1.3. If we have reasonable grounds to suspect suspicious activity or transactions in the IXD's account.

15.1.4. If we have reason to believe that an IXD is involved with competitors by promoting, advertising, or marketing products different to those offered by us.

15.1.5. If we find that an IXD is in violation or breach of any of the terms in this agreement, the Privacy and Cookie Policy, or any rules related to the XERA Platform, which are dealt to be a complementary part of this Agreement.

15.1.6. If the 2access restricts any of the users during the Account creation process.

15.2. Subject to the above clauses, the XERA may decline to process any orders and limit or suspend an IXD's use of one or more services and/or products at its sole discretion. The suspension of an IXD's use of any Service will not affect their rights and obligations as outlined in this agreement.

16. RISK DISCLOSURE

16.1. By choosing to participate in the services and products provided by XERA, IXD acknowledges and understands that there are inherent risks associated with such participation. These risks include but are not limited to the following:

16.1.1. Referral Outcomes: The success of your referrals and the associated rewards, benefits, compensations, and ranking positions are solely subject to your participation and decisions. Not all referrals may result in rewards, commissions, bonuses, compensation, or benefits, and outcomes may vary. IXD agrees and acknowledges that all such earnings and commissions on the XERA Platform are projections and are not guaranteed and all such earnings and commissions depend on multiple factors, including every individual IXD’s effort, performance, market conditions, and network dynamics, which can change over time. We explicitly disclaim any warranties or guarantees, either express or implied, regarding potential income or financial outcomes associated with membership in the Platform. IXDs are encouraged to seek advice from their own advisors, financial and legal professionals before making any financial decisions related to the XERA Platform.

16.1.2. IXDs Conduct: Your participation requires compliance with ethical guidelines and responsible promotional practices. Engaging in spam, misinformation, or unethical behavior may lead to the forfeiture of rewards and removal from the program.

16.1.3. Market and External Factors: The value of rewards, compensations, commissions, bonuses, and benefits, as well as the availability of the referral activities and Services itself, may be influenced by market conditions, technological changes, regulatory developments, and other external factors beyond the control of the XERA.

16.2. By proceeding with participation in our Services, you confirm that you are engaging in the referral activities and Services at your own risk and discretion. You understand that XERA does not provide any guarantees regarding the outcomes, rewards, commissions, or benefits of your referrals. You also acknowledge that the value and availability of rewards can fluctuate based on market conditions and demand.

16.3. Participation in our Services is a voluntary endeavor, and you are solely responsible for the decisions you make as an IXD and Member of the network. It is recommended that you carefully evaluate the risks and rewards, and consider seeking independent advice if necessary. XERAl is not liable for any losses, damages, or negative outcomes resulting from your participation in the referral program.

16.4. By continuing to participate in our Platform and our services you indicate your acceptance of the risks and terms outlined in this disclosure clauses. If you are uncertain about any aspect of the referral activities or services, it is advised that you refrain from participating and seek further clarification.

17. INTELLECTUAL PROPERTY

17.1. All content, materials, logos, trademarks, and any other intellectual property provided by XERA for promotional purposes remain the exclusive property of XERA.

17.2. Any content created by IDT as part of her/his/their participation in the referral activities and our services including testimonials, reviews, and promotional materials, may be used by XERA for marketing and promotional purposes. By providing such content, You grant XERA a non-exclusive, royalty-free, worldwide right to use, reproduce, distribute, and display the content in connection with Our Services.

17.3. You agree to respect the intellectual property rights of XERA and all Third-Party Partner Websites. You shall not modify, alter, reproduce, distribute, or create derivative works based on the provided intellectual property without prior written consent from the XERA or the involved Third-Party Partner Websites.

17.4. Unauthorized use of XERA's intellectual property, as well as any infringement upon the intellectual property rights of others in the course of promoting our Services, is strictly prohibited. Such actions may result in the termination of your Account or participation in our services and it may lead to potential legal consequences.

18. INDEMNIFICATION

18.1. You hereby agree to indemnify, defend, and hold harmless XERA, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable attorney's fees) arising out of or related to your participation in the referral program, including but not limited to (i) any breach of the terms and conditions, (ii) any violation of third-party rights, (iii) any unauthorized use of intellectual property, and (iv) any negligence or willful misconduct on your part.

18.2. In the event that a claim is made or threatened against XERA, you shall promptly notify XERA in writing and provide all necessary information and cooperation to defend against such claims. XERA reserves the right to assume control of the defense and settlement of any such claim.

19. LIMITATION OF LIABILITY

19.1. You acknowledge and agree that your participation in our services and products of the XERA is voluntary, and you assume full and sole responsibility for any risks or consequences associated with your actions. In no event shall XERA be held liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising from your participation in our Services and referral activities, including but not limited to the outcomes of your referrals or the use of the provided intellectual property.

19.2. By continuing to participate in our Services on our Platform, you confirm your understanding of the indemnification terms outlined in this clause. You acknowledge that XERA's reliance on your compliance with these terms is essential for the proper functioning of the program. This indemnification clause is an integral part of the overall terms and conditions governing your participation in the referral program.

20. DISCLAIMERS AND WARRANTIES

20.1. The XERA hereby disclaims all warranties. We make no representations about the suitability, reliability, availability, timeliness, and accuracy of the Platform, the Service, or the content contained on the Platform for any purpose. To the fullest extent permitted by applicable law, the site and all such content, services and products are provided 'as is,' 'with all faults,' and 'as available.' We disclaim all warranties, express and implied, arising out of, or in connection with, the Platform, products, service, and content, including, but not limited to the warranties of non-infringement, merchantability, and fitness for a particular purpose and those arising by law, statute, usage of trade, or course of dealing, and any liability with regard to the Platform, content, and services, and any actions resulting from IXD participation in any of our offered services and products.

20.2. IXD's use of the Platform service, products, and content is at their sole risk. Although our content may undergo periodic updates, it may still be outdated and may contain inaccuracies or typographical errors. We are not accountable for IXD's inability or failure (for any reason) to access the Platform or content or for any issues related to using or receiving information or services concerning the Platform, content, or IXD's purchases from the XERA. The XERA does not warrant that the Platform or Service will be compatible with any hardware or software systems or that the Platform, service or products will be uninterrupted or error-free. IXD assumes the risk of any damage or loss arising from the use of, or inability to use, the Platform or Service.

20.3. Additionally, the XERA shall not be held responsible for interrupted, inaccessible, or unavailable networks, servers, satellites, internet service providers, websites, or other connections, nor for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computers, telephone, or cable transmissions, or for any technical malfunctions, failures, or difficulties.

20.4. The above limitations and exclusions shall be enforced to the fullest extent permitted by applicable law in all actions of any kind, whether based on contract, tort, including, without limitation, negligence, or any other legal or equitable theory. If any clause is declared invalid, it shall be considered severable and shall not affect the validity or enforceability of the remaining Terms of this IXD Agreement.

21. NOTICES

21.1. All notices or other communications between you and the XERA should be sent via email to [e-mail]. Such notices will be considered received on the day of sending if the email is received in its entirety on a business day, and on the next business day if the email is sent on a weekend or public holiday.

21.2. Please note that the language of communication between the IXD and us will be exclusively in English, as understood as the prevailing language in case of any inconsistencies with any available translations to languages other than English.

22. MODIFICATIONS

22.1. Terms are regularly reviewed and updated in accordance with applicable internal policy decisions of the XERA. We retain the right to change or modify this agreement, as any other of its complementary parts at our discretion at any time, and we will provide notice within a reasonable period.

22.2. The IXDs have the right to object to the new changes or amendments. In the event of an objection, the IXDs may terminate their relations with us as of the date the modification comes into force. If the IXDs continue to use the services and do not terminate their relations with the XERA within one week after the modification takes effect, it is considered that the IXD expressly accepts the modification.

23. TERMINATION

23.1. Your termination of the Account and the Services offered by XERA is subject to the terms and conditions outlined below:

23.1.1. Under certain circumstances, IXD may terminate the agreement at any time, provided they provide one (1) month of prior written notice. Your involvement in the Services is voluntary and can be terminated by you at any time by providing written notice to XERA. Termination notices should be submitted to customer service through the support portal ticket system or via the support email at [e-mail].

23.1.2. XERA reserves the right to unilaterally terminate your participation in the services if you breach any of the terms and conditions, including but not limited to a) engaging in unethical or misleading promotional practices, b) using unauthorized intellectual property, c) violating Third-Party Partners Websites rights, IPs, terms and conditions, or d) any other actions deemed harmful or detrimental to the program or XERA's reputation or its Third-Party Partners Websites.

23.1.3. In the event of a breach of any of these Terms outlined herein and/or if the IXD fails to rectify the breach within the reasonable timeframe, or if the IXD violates any relevant statutory laws, in such cases, the XERA reserves the right to unilaterally terminate the IXD’s Account on the Platform at any time.

23.1.4. XERA may, at its discretion, terminate your participation in the Services at any time for reasons including, but not limited to a) changes in business strategy, b) modifications to the program, c) violation of intellectual property rights, d) legal requirements, or e) any other reason deemed necessary by XERA.

23.1.5. Upon termination, you will cease all promotional activities related to our services and products, and refrain from further use of XERA's intellectual property. Any rewards or benefits earned up to the date of termination will be subject to the terms outlined in the program.

23.1.6. Termination of your participation in the referral program and our services shall not affect the survival of certain clauses, including but not limited to the intellectual property, indemnification, confidentiality, and limitation of liability clauses, which shall continue to be in effect after termination and for the maximum periods established by applicable laws and regulations.

23.1.7. Upon the termination of the relationship of IXD with XERA in accordance with this agreement, the IXD is explicitly prohibited from using the name of the XERA or any other brand, business name, service, or product name owned by us or Third-Party Partner Websites. Any such action may result in legal liability for the IXD.

23.1.8. IXD agrees and acknowledges that once we initiate the termination request made by the IXD, the IXD will no longer have access to their account and will be unable to redeem any remaining balance in their XERA Account. The IXD’s Account will be permanently terminated, and any funds left in the Account will not be recoverable. It is solely IXD’s responsibility to redeem any remaining balance before the Account is terminated.

24. WAIVER

24.1. The failure of the XERA to exercise any right as stated in this agreement shall not be deemed a waiver of the XERA's right to demand strict compliance with those Terms. A waiver by us of any breach of any provision of this agreement shall not constitute a waiver of any prior, concurrent, or subsequent breach by the IXD.

25. SEVERABILITY

25.1. If any provision of this Agreement is determined by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be either eliminated or limited to the minimum extent necessary so that the remaining provisions of the Agreement will remain in full force and effect. The IXD shall be bound by such modification.

26. CLASS ACTION WAIVER

26.1. The IXD and the XERA mutually agree that, to the extent allowed by applicable law, all claims must be pursued in an individual capacity and not as part of a class, representative, or collective action. Both parties hereby waive any rights to have a dispute heard, administered, resolved, or arbitrated on a class, collective, or representative basis. Disputes involving multiple IXDs cannot be subjected to arbitration or consolidation with those of any other IXDs. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including the XERA. Furthermore, the IXD acknowledges that, by accepting these Terms, both the IXD and the XERA are relinquishing the right to a trial by jury and the right to participate in a class action.

27. FORCE MAJEURE

27.1. We shall not be held liable if we fail to comply with this agreement due to circumstances beyond our reasonable control. In no event shall XERA be responsible for inaccuracies, errors, delays, omissions, service disruptions, or interruptions in the Services, whether in transmission or delivery of information as required by these Terms. Such circumstances include but are not limited to, forces beyond the reasonable control of the XERA, natural disasters, governmental actions, acts of terrorism, war, fires, disruptions in telecommunications or internet services, network provider issues, software malfunctions, network-wide compromises, hacking, strikes, labor disputes, accidents, civil or military disturbances, or other catastrophic events.

28. DISCIPLINARY ACTIONS FOR BREACH OF TERMS

28.1. In the event that an IXD breaches these Terms and engages in conduct that is fraudulent, deceptive, or unethical in nature, the XERA shall implement disciplinary actions as deemed appropriate, including but not limited to:

28.1.1. Issuance of a written warning or admonition.

28.1.2. Requiring the IXD to promptly take corrective actions.

28.2.3. Imposition of penalties, which may be withheld from the IXD’s Account.

28.1.4. Forfeiture of rights to one or more bonus payments.

28.1.5. Implementation of any other measures considered practicable by the XERA to equitably address injuries resulting, in whole or in part, from the IXD’s violation of this agreement as the complementary legal instruments dealt to be part of the present document, as well as for any additional contractual breaches.

28.1.6. Suspension of the individual's IXD position.

28.1.7. Immediate removal of the IXD from the Platform and termination of the IXD position.

28.2. The IXDs agree and acknowledge that these disciplinary actions shall be applied at the sole discretion of the XERA as warranted by the severity and nature of the violation or breach.

29. DISPUTE RESOLUTION AND GOVERNING LAW

29.1. Internal Complaint Process: We will try to resolve any disputes with you quickly and efficiently. If you would like to raise a complaint with us regarding any of our services and products, or if an IXD has a grievance or complaint concerning another IXD or Member, you are requested to contact us as soon as possible at [e-mail].

29.2. In any circumstances, failure to follow the above-mentioned process of these terms, before filing an arbitration claim or suit in any local small claims court or institution, we shall have the right to ask the arbitrator to dismiss IXD’s filing of the complaint, unless IXD completes the Internal Complaint Process.

29.3. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation, including non-contractual disputes or claims, shall be governed by, and construed in accordance with the applicable law of the British Virgin Islands, without giving effect to any principles that provide for the application of the law of another jurisdiction.

29.4. Any disputes regarding partnership and/or in connection with this Agreement shall be settled through negotiations between Parties within a sixty (60) calendar days period from a notification notice by the relevant Party.

29.5. If the dispute is not resolved within sixty (60) calendar days, Parties have the right to file a claim before the competent courts of the British Virgin Islands, with express waiver of any other.