###############Terms And Condition############### 1. Overview. A.McOren Marketing Solution, a McOren member, ("Company"), operates the www.geniusxtra.mc-oren.com website. As part of its website, Company offers the GeniusXtra Affiliate Program ("Program"), through which approved Affiliate providing marketing services through owned or third party websites, subscription services, promotional services, and/or syndicated services are granted a limited, non-exclusive right to: (i) advertise and promote Company's goods and services and the website in a manner in compliance with this Agreement and the Affiliate Service Agreement between Affiliate and Company (ii) post or circulate an approved graphical or textual internet hyper-link ("Link") to the website, and (iii) direct visitors to the website (the specific URL) designated by the Company ("Destination Site"). This Agreement provides terms and conditions applicable to your membership in the Program that are in addition to or modify any terms and conditions that you have agreed to pursuant to your Affiliate Service Agreemen t with Company ("Affiliate Service Agreement"). Any capitalized term herein that is not defined shall have the same meaning as in the Affiliate Service Agreement. B.Affiliates are offered the opportunity to earn a commission for referring visitors to the Destination Site who complete a Transaction required under the Program. The commission rate will be set forth within the Program Terms and may be changed from time to time by Company with 7 days written notice with effect from the 8th day (or such later date as specified by Company). Payment of commissions earned by Affiliate for valid Transactions shall be made by Company direct to Affiliates' bank account. No long-term commitment is required. 2. Approval. A. Participation in the Program is subject to Company's approval. Prospective Affiliates must first submit an application to Company through www.geniusxtra.mc-oren.com in order to become an "approved" Affiliate eligible to post Links to the Destination Site and earn commissions. After the application has been submitted, Company will have the option of approving or declining the application for any reason or no reason. B. If approved, the Affiliate will have already acknowledged its acceptance of the these Terms and Conditions by having clicked through the "Apply To Program" button, having checked the box stating "Yes, I have read and accepted" the terms and conditions and having clicked the button to "Continue", thereby assenting to the Special Terms and Conditions of the Program between Company and Affiliate (also referred to as this "Agreement"). This Agreement shall apply only to approved Affiliates who accept the Special Terms and Conditions of the Program and only Affiliates who accept this Agreement may participate in the Program. C. Other than the payment of the commission, Affiliate shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site. D. Participation in Program does not constitute an employment, broker or agency relationship between Affiliate and Company nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties. E. Affiliate agrees that Company may retain contact information provided by Affiliate during registration. This information includes, but is not limited to, Affiliate's name, address, phone number, bank account and email. Company will take reasonable steps to maintain the confidentiality of such information. 3. Restrictions. A. Affiliate may post any number of Links to the Destination Site on Affiliate's website. The position, location, prominence and nature of such Link on Affiliate's website shall comply with any requirements specified in this Agreement, but shall otherwise be at Affiliate's discretion. B. Affiliate shall not make any representation, warranty or other statement concerning Company, the Destination Site, Company's products or Company's services, except as expressly authorized by this Agreement. C. Affiliate shall not advertise or promote advertisements that are misleading and/or which claim inflated discounts, in Company's sole discretion. Affiliate may only advertise or promote advertisements which state the actual discount that a visitor may derive by clicking on a Link. Affiliate shall not advertise Company's products by taking into account a coupon price without prominently noting that a coupon is being applied to achieve a lower product price. For example, if Company has a product for sale of the Destination Site for $100, but there is an active Company 10% off coupon for such product, Affiliate may only advertise the product for $90 by stating in the advertisement that the $90 price is only available when the coupon is applied - i.e., "get this [product] when you use this 10% off coupon." D. Affiliate shall not send any email or other form of electronic message or advertisement containing Company's name, product, website address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Affiliate or unless Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate shall provide all recipients of any such communication with the ability to "opt out" of further communications from Affiliate by permitting such recipient to call a toll free number or permitting such recipient to send an "unsubscribe" email to Affiliate. Affiliate agrees that Company may, upon reasonable prior written notice, audit Affiliate to ensure compliance with this section. E. In the process of performing the advertising services herein, Affiliate shall not install or cause to be installed spyware on any person's computer. In the process of performing the advertising services herein, Affiliate shall not install or cause any program, device or mechanism to display an advertisement that partially or wholly covers or obscures the content of any website. F. Affiliate shall use any "fat-finger" or "typosquatter" domain name to redirect Internet traffic to Affiliate's website or the Destination Site without Company's prior written approval. A fat-finger or typosquatter domain name is a domain name that amounts to a misspelling of any registered or unregistered Company trademark. G. Affiliate shall not employ the use of any manual or automated software, device, application, robot or any other technology which attempts to intercept or redirect traffic or referrals to or from any website without the prior written consent of Company. H. Affiliate shall not "frame" the Destination Site so that it appears to viewers of Affiliate's website that such viewer is viewing the Destination Site. Affiliate shall not do anything to its website or any website it controls that makes such website appear as though it is the Destination Site. I. Affiliate shall not employ the use of any software, device, application, robot or technology which forces Affiliate's URL into a visitor's bookmark when such visitor attempts to bookmark the Destination Site. J. Affiliate shall not represent to visitors that Company's products may be purchased by or from Affiliate or through Affiliate's website. Affiliate shall not sell Company's products. Affiliate shall not accept any order from a visitor, purchase the product ordered by the visitor from Company and direct Company to fulfill or drop-ship such product directly to the visitor. Company shall have the sole right and responsibility for processing all orders made by visitors. Affiliate acknowledges that all agreements relating to sales to visitors shall be exclusively between Company and the visitor. K. Affiliate shall use the product images, text, copy and descriptions as provided by Company without material alteration. Affiliate may alter the size of product images, text, copy and descriptions. L. Affiliate shall not redistribute Company's product feeds or intellectual property to a website which can reasonably be viewed as Company's direct competitors. For avoidance of doubt, Company's direct competitors include, but are not limited to the following: Google Base, Froogle, shopping.com, shopzilla.com, nextag.com and other similar comparison shopping engines. M. Affiliate shall not re-sell Company's services, as described in this Agreement, to other parties. Affiliate shall not act as an intermediary seller of access to Company's services, as described in this Agreement. Affiliate agrees to refer all inquiries from third parties about participation in the Program directly to Company. N. Affiliate shall not issue any press release which mentions or discusses Company except upon prior written consent of Company. O. Affiliate shall not use Company's product images, text, copy, descriptions, trade names, trademarks, service marks, logos or other designations of Company on any website other than Affiliate's registered CJ website, without the prior written consent of Company. P. Affiliate shall not take any action the Company reasonably determines in its sole discretion is inconsistent with its policies, practice, business, marketing and preferences. Affiliate shall comply with all of Company's reasonable requests. 4. Commission. A.Subject to Affiliate's compliance with all terms set forth in this Agreement, Affiliate shall earn a commission as set forth in the Program Terms if a visitor completes a Transaction on the Destination Site after having last arrived at the Destination Site via Affiliate's Link. A "Transaction" is defined as a visitor having purchased a Commissionable Item. A Commissionable Item is any product or service on the Destination Site except products or services within Company's real estate, auctions and cars tabs, products or services redeemed by gift cards, gold redemption services and cellular telephone contracts. B.Company reserves the right to correct or reverse any amount owed to Affiliate if, in Company's reasonable judgment, (i) Affiliate has acted in a fraudulent manner; (ii) Company has overpaid Affiliate; or (iii) Affiliate is obligated to indemnify Company for actual or anticipated losses. 5.Term and Termination. A. The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) Company shall provide Affiliate with seven (7) days written notice , except as provided for below; and (ii) Affiliate shall use the automated system within the Company to drop the Program and Affiliate shall comply with Section 5(D)(v) below. B. This Agreement may be terminated immediately by Company's in the event that Affiliate: (i) violates the PSA or; (ii) violates this Agreement. C. Upon any termination of this Agreement, Company and Affiliate will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Affiliate from any liability arising from any breach of this Agreement occurring prior to termination. D. Upon termination of this Agreement, (i) Company's acceptance of additional referrals obtained through Affiliate shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Affiliate shall be entitled only to those unpaid commissions, if valid, earned by Affiliate on or prior to the date of termination; (iii) Affiliate shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licensees of Affiliate hereunder shall immediately terminate; and (v) Affiliate shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Company and the Program. 6. Confidentiality. A. In the performance of or otherwise in connection with this Agreement, Company may disclose to Affiliate certain Confidential Information. "Confidential Information" as used in this Agreement shall mean all information regarding Company that is not generally known to the public and that Company deems confidential. Affiliate will treat such Confidential Information as confidential and proprietary both during the Term and after the Term for the greater of a period of three (3) years or the maximum period permitted by law. Affiliate agrees to: (a) not use the Confidential Information for any purpose other than in performing its obligations as set forth in this Agreement; (b) take suitable precautions and measures to maintain the confidentiality of the Confidential Information; and (c) not disclose or otherwise furnish the Confidential Information to any third party other than Affiliate's employees who have a need to know the Confidential Information to perform Affiliate's obligations under this Agreement. A ll Confidential Information supplied by Company is supplied "as is" without express or implied warranties of any kind. Company further disclaims the accuracy and completeness of the Confidential Information. Upon the termination or expiration of this Agreement, Affiliate shall return or destroy all Confidential Information in Affiliate's possession. 7. Miscellaneous. A. Affiliate shall defend, indemnify and hold Company harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") attributable to or related to: (i) Affiliate's breach of this Agreement; (ii) Affiliate's violation of applicable law, rule, regulation or order; (iii) Affiliate's technology, methodology, information, text, images, or service provided or supplied pursuant to this Agreement; (iv) Affiliate's violation of a third party's intellectual property (including, but not limited to patent, trademark, copyright and trade secret); and (v) Affiliate's violation of its confidentiality obligations (collectively, a "Claim"). B. COMPANY SHALL NOT BE LIABLE TO AFFILIATE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR BUSINESS). THIS LIMITATION SHALL REMAIN IRRESPECTIVE OF WHETHER SUCH ACTION IS BASED IN CONTRACT, TORT, EQUITY OR ANY OTHER LEGAL THEORY. THIS LIMITATION SHALL REMAIN WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY COMPANY SHALL HAVE TO AFFILIATE ARISING OUT OF THIS AGREEMENT IS THE TOTAL AMOUNT PAID TO AFFILIATE DURING THE SIX (6) MONTH PERIOD PRECEDING THE ARISE OF THE CLAIM. C. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO THE QUALITY, PERFORMANCE, RESULTS, INFORMATION, SERVICES AND TECHNOLOGY IN ANY WAY RELATED TO THIS AGREEMENT. D. Affiliate shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Company. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. E. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid, illegal or unenforceable under any applicable law, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement. F. No delay or failure by Company in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. G. The rights and remedies of Company are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. H. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement. I. By applying to the Program, using the automatic facility located on McOren, and by clicking-through the "Apply To Program" button and clicking on "Continue" after checking the box acknowledging the Affiliate's reading of these Special Terms and Conditions, Affiliate executes, accepts, enters into, and becomes party to this Agreement, effective on the date of such acceptance to this Agreement. J. Company reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice with effect from the 8th day (or such later date as specified by Company) to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's sole recourse is to terminate this Agreement by expiring the relationship and/or rejecting the new Program Term offered. Affiliate's continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Affiliates binding acceptance to the change. K. This Agreement shall be governed by the laws of Malaysia, without application of conflicts of law principles. L. The relationship between the parties hereto is not an employment relationship, joint venture, partnership or the like. Each party is an independent contractor vis-à-vis one another. Neither party has authority to act on behalf of the other or to bind the other by any promise or representation unless specifically authorized in writing. M. Nothing in this Agreement is intended; nor shall any provision be construed to benefit a third party. N. The following provisions shall survive the termination of this Agreement: Sections 6 and 7. O. Official notices to Company should be sent to: McOren Marketing Solution No. 81B, Jalan Mohd Akil 83000 Batu Pahat Johore, Malaysia Attn: GeniusXtra Affiliate Program BY APPLYING FOR THE www.geniusxtra.mc-oren.com AFFILIATE PROGRAM AND CLICKING ON THE "ACCEPT" ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.

(Ini adalah satu sistem affiliate yang menjana keuntungan untuk anda. Kami tidak akan sewenang-wenangnya untuk mengeksploitasi nombor bank anda. Sila rahsiakan username dan katalaluan anda.) AMARAN ! Jangan melakukan SPAM terhadap Borang ini. Kami dapat mengetahui lokasi anda dari IP Address anda yang terkirim ke sistem kami. Tindakan tegas akan diambil sekiranya anda melakukan SPAM. IP anda adalah 38.107.191.112

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