Terms of Service:
DigitalAdGear.com
uses the information that you provide and that is collected solely for the purposes
of delivering service, verifying your account, for corresponding with you, for
resolving problems that you encounter, and for improving the Service.
Terms
of Agreement
This
web page contains the complete terms and conditions that apply to your participation
as a member in the member program of DigitalAdGear.com Internet Marketing Organization
and the establishment of links from your member website and/or email messages
to our websites "DigitalAdGear.com". As used in this Agreement, "we",
"our" or "us" means DigitalAdGear.com member Network, "you"
or "your" means the applicant, and "Services" means any
item or product or service offered for sale by us on DigitalAdGear.com website.
THIS
IS A LEGAL AGREEMENT BETWEEN YOU AND "DigitalAdGear.com". BY SUBMITTING
THE member ONLINE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF
AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY)
(THE "member") AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS
TERMS.
ENROLLMENT
IN THE PROGRAM: To begin the enrollment process, you will submit a complete
member Program Application via our website. We will process your application
and you will immediately be issued self replicating web pages with a corresponding
member ID number for DigitalAdGear.com. We may reject your application if we
determine (in our sole discretion) that your site is unsuitable for the member
program for any reason.
Any person
UNDER the age of 18 years can not participate in DigitalAdGear.com. You must
be eighteen years of age or older to participate in DigitalAdGear.com.
CORRECT
MEMBER CONTACT EMAIL ADDRESS: All members of DigitalAdGear.com are required
to keep a current, active email address registered in their member profile with
DigitalAdGear.com at all times. Failure to keep your email address up-to-date
in your member profile will result in immediate suspension or cancellation of
your DigitalAdGear.com membership.
ACCEPTANCE
OF NON SPAM NEWSLETTERS, NOTICES, AND OTHER COMPANY ELECTRONIC MAILINGS: Registering
as a member with DigitalAdGear.com requires you accept all newsletters, notices
and other company electronic mailings. If you do not wish to receive these electronic
communications, DO NOT sign up as a DigitalAdGear.com member. False SPAM complaints
will result in legal action for damages, costs and interrupted revenue.
SPAM
POLICY: DigitalAdGear.com operates on a 'ZERO TOLERANCE' SPAM Policy for their
members. No ads or promotions submitted to news groups or bulletin boards may
contain a direct link to any of DigitalAdGear.com site(s). Your promotional
campaigns of DigitalAdGear.com shall be through legal and legitimate mediums.
Any SPAM complaints will result in immediate termination of your member account
and legal action for damages, costs and interrupted revenue will immediately
be registered.
UTILIZING
OUR LINKS FROM YOUR SITE: As a member site, we will make available to you banner
advertisements, button links, and/or text links to our site, containing DigitalAdGear.com
logos and/or words identifying DigitalAdGear.com (each of these links sometimes
being referred to herein as "Links," or individually as a "Link"),
which subject to the terms and conditions hereof, you may display on your personal
or business website. In utilizing the Links, you agree that you will cooperate
fully with us in order to establish and maintain such Link or Links. All member
Sites shall display such graphic images prominently throughout your site as
you see fit. A Link may only be modified and/or expanded with our consent. Each
Link connecting users of your site to our site, will in no way alter the look,
feel or functionality of our site. Links to our site shall in no way be set
up so that DigitalAdGear.com site is "captured" within a frame of
your website. We have the right in our sole discretion to monitor your site
at any time and from time to time to determine if you are in compliance with
the terms of this Agreement.
ORDER
PROCESSING: We will be responsible for providing all information necessary to
allow you to make appropriate Links from your site to our site. However, all
Links must be approved by us. We will process orders and/or sales placed by
customers who follow the Links from your site to DigitalAdGear.com site. We
reserve the right to reject orders that do not comply with certain requirements
which we may establish from time to time. We will be solely responsible for
all aspects of membership orders and order processing and fulfillment, including
orders entry, payment processing, cancellations, returns and related customer
service. We will track the volume and amount of sales generated by your site
and will make unedited reports, summarizing this sales activity, available to
you through your member Administration site. The form, content, and frequency
of the reports may vary from time to time at our discretion. To permit accurate
tracking, reporting, and fee accrual, you must ensure that the Links between
your site and our site are properly formatted.
POLICIES
AND PRICING: Customers who buy Services or Products through the member Program
of DigitalAdGear.com will be deemed to be customers of DigitalAdGear.com. Accordingly,
all DigitalAdGear.com rules, policies, and operating procedures concerning customer
purchases, customer advertising orders, customer service, and sales will apply
to those customers. We may change our policies and operating procedures at any
time. We will determine the prices to be charged for products and services sold
under the member Program in accordance with our own pricing policies. Product
and services pricing and availability may vary from time to time.
NON-EXCLUSIVE
- Limited License and Use of DigitalAdGear.com Logos and Trademarks: We grant
you a non-exclusive, non-transferable, revocable right to;
a] access
our site through links solely in accordance with the terms of this member Agreement,
and;
b] solely
in connection with such links, to use our logos, trade names, trademarks and
similar identifying material (collectively "Licensed Materials"),
solely for the purpose of selling our services on your site(s) for DigitalAdGear.com.
You may not alter, modify or change the Licensed Materials in any way. You are
only entitled to use the Licensed Materials to the extent you are a member,
in good standing, of DigitalAdGear.com member Program. You shall not make any
specific use of any Licensed Materials for purposes other than selling our services
for DigitalAdGear.com. You agree not to use the Licensed Materials in any manner
that is disparaging or that otherwise portrays DigitalAdGear.com in a negative
light. We reserve all of our rights for the Licensed Materials, and all other
intellectual property rights. We may revoke this license at any time by giving
you written notice in accordance with the provisions of this member Program
Agreement. You shall retain no rights in and to the Licensed Materials. You
shall not create, publish, distribute or permit any written material that makes
reference to us, without first submitting such material to us and receiving
our written consent. This license shall terminate upon the effective date of
the termination of this Agreement.
NON-EXCLUSIVE
- Limited License and Use of members Logos and Trademarks: You grant us a non-exclusive
license to utilize your names, titles and logos, trademarks (collectively the
"member Trademarks"), to advertise, market, promote and publicize
in any manner in accordance with our rights hereunder. Not withstanding anything
herein to the contrary, we shall not be required to so advertise, market, promote
or publicize. You hereby represent and warrant that you are the sole and exclusive
owner of the member Trademarks and have the right and power to grant to us the
license to use same in the manner contemplated herein, and such grant does not
or will not;
a] breach,
conflict with or constitute a default under any agreement or other instrument
applicable to you or binding upon you, or;
b] infringe
upon any trademark, trade name, service mark, copyright, or other proprietary
right of any other person or entity.
This
license shall terminate upon the effective date of the expiration or termination
of this Agreement.
RESPONSIBILITY
FOR YOUR SITE(s): You will be solely responsible for the development, operation
and maintenance of your site(s) and for all materials that appear on your site(s).
We shall have no responsibility for the development, operation and maintenance
of your site(s) and for all materials that appear on your site(s). You shall
also be responsible for ensuring that materials posted on your site(s) do not
violate or infringe upon the rights of any third party (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary rights), and
ensuring that materials posted on your site(s) are not libelous or otherwise
illegal. You must have express permission to use another party's copyrighted
or other proprietary material. We will not be responsible if you use another
party's copyrighted or other proprietary material in violation of the law. We
disclaim all liability for such matters. Further, you will indemnify and hold
us harmless from all claims, damages, and expenses (including, without limitation,
attorney's fees and expert witness fees) relating to the development, operation,
maintenance, and contents of your site(s).
TERM
OF AGREEMENT: This term of member Agreement will begin upon our acceptance of
your member Application and will end when terminated by either party. Either
you or we may terminate this Agreement at any time, with or without cause, by
giving the other party notice of termination. Notice by e-mail, to your address
on our records, is considered sufficient notice for us to terminate this Agreement.
If this Agreement is terminated because you have violated the terms of this
Agreement, you are not eligible to receive any commissions payments, even for
commissions earned prior to the date of termination. If this Agreement is terminated
for any other reason, you are only eligible to earn a commission on sales occurring
during the term of the Agreement, and commissions earned through the date of
termination will remain payable only if the related orders are not canceled
or returned. We reserve the right to 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 contained in this Agreement, at
any time and in our sole discretion. Notice of any change by e-mail, to your
address on our records, or the posting on our site of a change notice or a new
agreement, is considered sufficient notice for notifying you of a modification
to the terms and conditions of this Agreement. Modifications may include, but
are not limited to, changes in the scope of available commission fees, commission
schedules, payment procedures, and member Program rules. All such modifications
shall take effect 48 hours after we serve notice as provided above, unless we
indicate otherwise. If any modification is unacceptable to you, your only recourse
is to terminate this Agreement. Your continued participation in the member Program,
following our posting of a change notice or new agreement on our site, will
constitute binding acceptance of the change.
RELATIONSHIP
OF PARTIES: 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 DigitalAdGear.com,
or its management. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on your
site or otherwise, that reasonably would contradict anything in this Agreement.
LIMITATION
OF LIABILITY: We will not be liable for indirect, special, or consequential
damages, or any loss of revenue, profits, or data, arising in connection with
this Agreement or the member Program, even if we have been advised of the possibility
of such damages. Further, our aggregate liability arising with respect to this
Agreement and the member Program will not exceed the total commissions paid
or payable to you under this Agreement.
GENERAL
DISCLAIMERS: We make no express or implied warranties or representations with
respect to the member Program or any Services or other items sold through the
member Program (including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of a course of performance,
dealing, or trade usage). In addition, we make no representation that the operation
of our site will be uninterrupted or error-free, and we will not be liable for
the consequences of any interruptions or errors.
CHARGEBACKS AND CREDITS: By the purchase of any products, services or items
from the time of delivery, the products, services, or items are considered used.
Therefore any Refund request must be made to the sales party with any applicable
reason for the credit. We reserve the right to refuse any refund request based
on the lack of evidence from the requesting party that the product, service,
or item has not been used and cannot be returned. Any attempt to put through
a chargeback will result in full litigation for and not limited to "Theft"
and/or "Credit Card Fraud". Items will be filed in the minimum amount
of and not limited to $6,000 USD. Items will be filed in Small Claims Court
in the County of Montgomery, Pennsylvania. The defendant will be notified and
given notice of time and address of hearing. Should the defendant not be present
at the time of the hearing, the judgment will be forfeit to the Claimant. The
defendant will then be liable to pay the judgment within 90 days. Should judgment
not be paid within the allotted time, further legal action will be taken.
REPRESENTATIONS
AND WARRANTIES: You hereby represent and warrant to us that this member Agreement
has been duly and validly executed and delivered by you and constitutes your
legal, valid and binding obligation, enforceable against you in accordance with
its terms; and that the execution, delivery and performance by you of this member
Agreement are within your legal capacity and power; have been duly authorized
by all requisite action on your part; require the approval or consent of no
other persons; and neither violate nor constitute a default under the;
a] provision
of any law, rule, regulation, order, judgment or decree to which you are subject
or which is binding upon you, or;
b] the
terms of any other agreement, document or instrument applicable to you or binding
upon you.
CONFIDENTIALITY:
We may disclose to you certain information as a result of your participation
as part of the member Program, which information we consider to be confidential
(herein referred to as "Confidential Information"). For purposes of
this Agreement, the term "Confidential Information" shall include,
but not be limited to, any modifications to the terms and provisions of this
member Program Agreement made specifically for your site and not generally available
to other members of the member Program, website, business and financial information
relating to DigitalAdGear.com customer, member and vendor lists relating to
DigitalAdGear.com, and pricing and sales information for DigitalAdGear.com and
any members of the member Program, other than you. Confidential Information
shall also include any information that we designate as confidential during
the term of this Agreement. You agree not to disclose any Confidential Information
and that such Confidential Information shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by you for your own
business purposes or for any other purpose except and solely to the extent that
any such information is generally known or available to the public or if same
is required by law or legal process. We make no warranty, expressed or implied,
with respect to any information delivered hereunder, including implied warranties
of merchantability, fitness for a particular purpose or freedom from patent,
trademark or copyright infringements, whether arising by law, custom or conduct,
or as to the accuracy or completeness of the information and we shall not have
any liability to you or to any other person resulting from your or such third
person's use of the information.
Except
as otherwise provided in this member Agreement or with the consent of the other
party hereto, each of the parties hereto agrees that all information including,
without limitation, the terms of this member Agreement, business and financial
information, customer and vendor lists, and pricing and sales information, concerning
us or you, respectively shall remain strictly confidential and secret and shall
not be utilized by such party for its own business purposes or for any other
purpose except and solely to the extent necessary to exercise rights and perform
obligations under this member Agreement.
The foregoing
restrictions will not apply to information to the extent it
1] was
known to the receiving party at the time of disclosure;
2] has
become publicly known through no wrongful act of the receiving party;
3] has
been rightfully received from a third party under no obligation to the disclosing
party;
4] has
been disclosed by court order or as otherwise required by law if the receiving
party has given the disclosing party a reasonable opportunity to contest or
limit the scope of such required disclosure or;
5] is
consumer information collected on DigitalAdGear.com website or from their electronic
publication (s) mailing list (s) and is used for marketing purposes provided
that DigitalAdGear.com, will not sell or transfer the information to any third
party for their use.
INDEMNIFICATION:
You hereby agree to indemnify, defend and hold harmless DigitalAdGear.com.,
its officers, directors, employees, agents, members, successors and assigns,
from and against any and all claims, losses, liabilities, damages or expenses
(including attorney's fees and costs) of any nature whatsoever incurred or suffered
by us (collectively the "Losses"), in so far as such Losses (or actions
in respect thereof) arise out of or are based on;
1] any
claim or threatened claim that our use of the member Trademarks infringes on
the rights of any third party;
2] the
breach of any representation or warranty made by you herein; or,
3] or
any claim related to your site.
INDEPENDENT
INVESTIGATION: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS member AGREEMENT AND
AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR
TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN OUR member PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
EARNINGS
DISCLAIMER: DigitalAdGear.com OFFERS NO CLAIMS, WRITTEN OR OTHERWISE, TO SUGGEST
OR IMPLY, ANY EARNINGS FROM THIS member PROGRAM. ALL EARNINGS, COMMISSIONS AND/OR
BONUSES TO BE EARNED FROM THIS member PROGRAM WILL BE GENERATED SOLELY BASED
ON THE EFFORTS AND PERFORMANCE OF THE INDIVIDUAL member. ANY AND ALL REFERENCES
TO INCOME ON OUR WEB SITES OR IN OUR ELECTRONIC PUBLICATIONS ARE SOLELY TO SHOW
THE CONCEPT AND RESULTS THAT MAY BE ATTAINED BY OUR SUCCESSFUL members.
EMAIL CAMPAIGNS: You agree that you are solely responsible for any and all
compliance with International, U.S. federal and state laws and regulations
regarding email marketing and use of lead data. DigitalAdGear.com requires that
you follow good email marketing practices and keep all email campaigns within
the parameters and requirements of the any and all laws.
MISCELLANEOUS:
This Agreement will be governed by the laws of the UNITED STATES OF AMERICA,
without reference to rules governing choice of laws. Any action relating to
this member Agreement must be brought in the federal or state court, and you
irrevocably consent to the jurisdiction of such courts. You may not assign this
member Agreement, by operation of law or otherwise, without our prior written
consent. Subject to that restriction, this member Agreement will be binding
on, inure to the benefit of, and enforceable against the parties and their respective
successors and assigns. 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 member Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND "DigitalAdGear.com", BY SIGNING UP FOR OUR WEBSITE AND/OR ORDERING ANY PRODUCTS AND SERVICES, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "member") AGREE (S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS member AGREEMENT. PLEASE READ THIS ENTIRE member AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.