Terms of
Service:
DigitalAdGear.com
is committed to protecting our subscriber's privacy and the privacy
of their prospects.
All
of DigitalAdGear.com's Affiliate information is completely confidential
and fully protected against unauthorized access. DigitalAdGear.com
will NEVER sell, rent, lease, trade or give away DigitalAdGear.com
affiliate's or their lead's or prospect's contact information
(name, email address, mailing address, phone number, etc.)
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.
BILLING:
We will attempt to bill all customers each month on the same date
originally subscribed. If however we are unable to collect the
membership fees from your payment source on the proper day, reattempts
to bill will be made for a period of 2 weeks. If after 2 weeks
we are unable to collect the membership fees, your account access
will be closed. Regardless of when your billing does go through,
your collection date will remain the same according to your orginal
subscription date. The only exception is if you subscribe after
the 28th of the month. Since some months vary in available days,
all subscriptions registered after the 28th will be set to bill
on the 28th of each month. No products or services will be provided
until full payment has been processed.
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.