This
AGREEMENT is a contract between you the purchaser (CLIENT OR PURCHASER)
and our business, Easy Marketing Techniques & Company Limited
(COMPANY). By electing to participate in this offer, you are entering
into a contract. If you do not agree with the terms and conditions SET
FORTH HEREIN, you have the option to not participate in this offer.
YOU,
THE PURCHASER, BY DOING BUSINESS WITH COMPANY, AGREE TO THE TERMS OF
THIS AGREEMENT AND AUTHORIZE THE COMPANY TO CHARGE YOUR CREDIT CARD FOR
THE COMPANY SERVICES AND/OR PRODUCT, AND ACKNOWLEDGE YOUR UNDERSTANDING
& AGREEMENT TO THE REFUND POLICY AS STATED ON COMPANY WEB SITE.
COMPANY, AFTER THIRTY DAYS OF MEMBERSHIP, OFFERS A SERVICE WHEREIN
PURCHASER CAN REQUEST COMPANY TO BUILD A WEB SITE FOR PURCHASER.
PURCHASER
HAS THE OPTION TO REQUEST COMPANY TO WAIVE THIS THIRTY DAY TIME PERIOD
FOR THE WEB SITE BUILDING SERVICE PRIOR TO THE EXPIRATION OF THE THIRTY
DAY PERIOD, PROVIDED PURCHASER AGREES TO WAIVE THEIR RIGHT TO A REFUND
PERIOD AS STATED ON COMPANY WEB SITE. IN OTHER WORDS, NOTWITHSTANDING
THE STATED COMPANY REFUND POLICY, IF PURCHASER REQUESTS COMPANY'S WEB
SITE BUILDING SERVICE PRIOR TO THE THIRTY DAY PERIOD, THEN PURCHASER
AGREES THAT NO REFUNDS WILL BE AVAILABLE TO PURCHASER.
BY
ACCESSING THIS SITE, AND/OR ORDERING COMPANY'S SERVICES OR PRODUCTS,
YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS AS
SET FORTH IN THIS AGREEMENT. THESE TERMS ARE SUBJECT TO CHANGE BY OUR
COMPANY AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH
CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE
OF THE CHANGES. PLEASE CONSULT THESE TERMS PRIOR TO EVERY USE FOR ANY
CHANGES.
Access To This Site
YOU MUST BE EIGHTEEN (18)
YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS
OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON.
DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEB SITE, NO INFORMATION
OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILDREN'S ONLINE PRIVACY
PROTECTION ACT (COPPA) AND IS NOT MONITORED AS DOING SO.
This
Agreement ("Agreement") For Company Services and/or Product, is
intended to set forth the general terms and conditions pursuant to
which our company, (hereinafter referred to as "Company") agrees to
provide Company Services and/or Product, to you (hereinafter referred
to as the "Purchaser" or "Client").
W I T N E S S E T H:
WHEREAS, Company develops and intends to market Internet Services and Products to Purchasers.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants of
this Agreement, the parties hereto agree as follows:
COMPANY SERVICE AND/OR PRODUCT
The
Company, provides you the Client, a service product (referred to as
Product). The service product, depending on the Client's contract with
Company, may include building blogs and social profile pages. The blogs
can use RSS feeds from other sources as content.
The Product is
based, in part, on permissions from third party companies and programs.
You, the Client, understand and agree, that in the event those
companies or programs cease operations, withdraw permissions, or change
programs, that the Product may no longer function as originally
intended, designed or marketed. You further understand and agree that
those circumstances are beyond our Company's control and our Company
will not be held responsible. You, the Client, further understand and
agree such unforeseen events will not be the basis for any refunds. If
you do not agree, do not use Company's service.
CLIENT BEARS RISK OF USE
Search
engine algorithms run on a unique combination of advanced hardware and
software and are not made public. A risk of exclusion from a search
engine exists when a search engine views your Web site(s) as an unfair
manipulation of their service. Many search engine strategies, to
improve search engine placement, including the information presented
here, and the Company service and Product, poses such a risk. Use the
Company services, Products, techniques and strategies at your own risk.
You, the Client, agree Company shall have no liability for any adverse
consequences for your use of Company services and Products.
Company's
sole obligation under this agreement is the delivery of a functional
Product and Company disclaims any and all further obligation, once a
functional Product is delivered to Client, including but not limited to
any liability for the Product Web site being banned by the search
engines, the Client updating, adding to, or changing the site, or loss
of the Product in whatever manner, including failure to not back up the
Product Web site and data.
Client agrees and understands the
possibility, that Company may already be in Client's market with
Company's own competing Web sites or may enter Client's market in the
future, with competing Company Web sites. You, the Client, agree, that
Company may already have similar or competing Product Web sites or may
enter Client's market in the future, with competing Company Web sites.
If you, the Client, do not agree to a possible, existing or future
competition, then you have the option to not disclose your market to
Company and to not use Company's service.
Client understands
Company may utilize third party "free to use" templates, that may have
certain restrictions on use, such as not removing the "theme designed
by" links, or the theme builder using copyrighted images, or other
restrictions reflected in the third party Terms of Service . Upon
Company's delivery of Company Product to Client, Client agrees Company
is not responsible for any adverse consequences to Client, for changes
to Product or to Web sites made by Client.
Client understands
Company Web site and Articles may contain links to third party websites
that are not owned or controlled by Company and Company assumes no
responsibility for, the content, privacy policies, or practices of any
third party Web sites, and Client expressly relieves Company from any
and all liability arising from the use of any third-party links and/or
Web sites.
Further, Client understands that Company or Company
Product, may display third party links, in RSS feeds or otherwise. Said
third party links may contain links to other Services ("Linked
Services"). The Linked Services are not under the control of Company
and Company is not responsible for the contents of the Linked Services,
including, without limitation, links contained on Linked Services, or
any changes or updates to Linked Services. Company is providing Linked
Services to you only as a convenience, or displayed in RSS feeds, or
otherwise, and the inclusion of such Linked Services is not an
endorsement by Company in favor of any company offering Internet
services, products or services on the Linked Services.
Company
Web site, Company Product, articles and RSS feed content and articles
may contain links to third party websites, that are not owned or
controlled by Company and Company assumes no responsibility for, the
content, privacy policies, or practices of any
third party
websites, and Client expressly relieves Company from any and all
liability arising from the use of any third-party website.
Client
understands Company has consulted with their attorney and there is no
bright line legal answer as to whether use of an RSS feed can be
considered a copyright violation. It would seem the better argument
would be, and many take the position that, making RSS feeds publicly
available, thereby grants an implied license of use to RSS feed users.
Client understands that the possibility exists that the source of RSS
feed content can knowingly or unknowingly be infringing on a copyright
owner's copyright. Client expressly relieves Company from any and all
liability arising from any claim of copyright infringement from use of
Company's Service or Product, whether the result of content displayed
in an RSS feed or otherwise.
The Digital Millennium Copyright
Act (DMCA) is a United States federal law, that provides a safe harbor
to online service providers, that promptly takes down content, if
someone alleges that said content infringes their copyrights, provided
they have properly followed the provisions of the DMCA requirements on
their Web site.
Company strongly recommends that Client comply
with, and put ALL the protections of the Digital Millennium Copyright
Act (DMCA), in place on their Web sites, as federal law does not
excuse, or provide immunity to, so called "innocent" copyright
infringement claims, from liability under federal statutes.
Client
understands Company is not providing legal advice and Company advises
Client to consult with their own attorney for legal advice.
Additional
Terms. Other Provisions that govern your use of Company services are
set forth in online notices appearing in connection with certain
information, products, software, services, or features of Company
(collectively the "Additional Terms"), all of which are incorporated by
reference herein. Your use of any information, products, software,
cervices, or features of Company that are subject to Additional Terms
constitutes your acceptance of the respective Additional Terms.
WARRANTIES AND INDEMNIFICATIONS
Purchaser
agrees to defend, indemnify, and hold the other party, and its
officers, directors, agents, and employees, harmless against all costs,
expenses, and losses (including reasonable attorney fees and costs)
incurred through claims of third Parties against such party based on
the operation of the Purchaser's Web site or the violation of
third-party intellectual property rights by any materials provided by
Purchaser or of any breach of any representation and warranty made in
this Agreement.
INTELLECTUAL PROPERTY RIGHTS
The Parties
acknowledge and agree that (i) each party's Marks are and shall remain
the sole property of that party; (ii) nothing in the Agreement shall
convey to either party any right of ownership in the other party's
Marks; (iii) neither party shall now or in the future contest the
validity of the other party's Marks; and (iv) neither party shall in
any manner take any action that would impair the value of, or goodwill
associated with, such Marks. The Parties acknowledge and agree that all
use of the other party's Marks by a party shall inure to the benefit of
the party whose Marks are being used.
TERMINATION
The following termination rights are in addition to the termination rights that may be provided elsewhere in this Agreement:
Company
Right to Terminate. Company shall have the right to terminate this
Agreement at any time upon written notice to Purchaser for any reason.
DISCLAIMERS, LIMITATIONS AND RESERVATIONS
EXCEPT
AS SET FORTH IN THIS AGREEMENT, COMPANY SPECIFICALLY DISCLAIMS ALL
WARRANTIES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE
COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING
(A) THE AMOUNT OF SALES REVENUE THAT PURCHASER MAY GENERATE WITH
COMPANY SERVICES AND/OR PRODUCTS, AND (B) AS WELL AS ANY ECONOMIC OR
OTHER BENEFIT THAT THE PURCHASER MIGHT OBTAIN THROUGH THEIR
PARTICIPATION IN THIS AGREEMENT.
IN NO EVENT SHALL COMPANY BE
LIABLE TO THE PURCHASER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OR
RESULTING FROM THE AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS
OF THE NEGLIGENCE OR OTHER FAULT OF COMPANY AND REGARDLESS OF WHETHER
SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY
OF LIABILITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL COMPANY
BE LIABLE TO THE PURCHASER FOR THE GREATER OF (i) THE CUMULATIVE AMOUNT
ACTUALLY PAID TO THE COMPANY.
ONCE COMPANY COMPLETES ITS
SERVICES AND/OR DELIVERS THE COMPANY PRODUCT, PURCHASER EXPRESSLY
UNDERSTANDS AND AGREES THAT COMPANY HAS NO OBLIGATION TO CONTINUE
COMPANY SERVICES, MAKE IMPROVEMENTS OR PROVIDE SUPPORT IN ANY MANNER.
LIMITATION
OF LIABILITY. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR
INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR
BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER
CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY IS NOT
LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS
OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS
ENTIRELY WITH YOU. NEITHER COMPANY NOR ANY OF ITS PARTNERS, AGENTS,
EXECUTIVES, DIRECTORS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
WHATSOEVER ARISING OUT OF USE OF THIS SERVICE OR PRODUCT OR INABILITY
TO GAIN ACCESS TO OR USE THIS SERVICE OR PRODUCT OR OUT OF ANY BREACH
OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS
SECTION SHALL APPLY TO ALL PRODUCTS AND CONTENT ON COMPANY PRODUCT.
COMPANY'S
SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE DELIVERY OF A
FUNCTIONAL PRODUCT AT THE TIME OF PURCHASE OR DELIVERY. IN NO EVENT
SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF
PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE
PRODUCT OR DOCUMENTATION, EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO
EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES.
RELATIONSHIP OF PARTIES
The
relationship between Company and Purchaser under this Agreement is that
of providing services by Company to Purchaser and neither shall be, nor
represent itself to be, the joint venture, franchiser, franchisee,
partner, broker, employee, servant, agent, or representative of the
other for any purpose whatsoever. No party is granted any right or
authority to assume or create any obligation or responsibility, express
or implied, on behalf of, or in the name of, another party or to bind
another in any matter or thing whatsoever.
CONFIDENTIALITY
1.
"Confidential Information" shall mean any confidential technical data,
trade secret, know-how or other confidential information disclosed by
any party hereunder in writing, orally, or by drawing or other form and
which shall be marked by the disclosing party as "Confidential" or
"Proprietary". If such information is disclosed orally, or through
demonstration, in order to be deemed Confidential Information, it must
be specifically designated as being of a confidential nature at the
time of disclosure.
2. Notwithstanding the foregoing,
Confidential Information shall not include information which: (i) is
known to the receiving party at the time of disclosure or becomes known
to the receiving party without breach of this Agreement; (ii) is or
become publicly known through no wrongful act of the receiving party or
any subsidiary of the receiving party; (iii) is rightfully received
from a third party without restriction on disclosure; (iv) is
independently developed by the receiving party or any of its
subsidiary; (v) is furnished to any third party by the disclosing party
without restriction on its disclosure; (vi) is approved for release
upon a prior written consent of the disclosing party; (vii) is
disclosed pursuant to judicial order, requirement of a governmental
agency or by operation of law.
3. The receiving party agrees
that it will not disclose any Confidential Information to any third
party and will not use Confidential Information of the disclosing party
for any purpose other than for the performance of the rights and
obligations hereunder during the term of this Agreement without the
prior written consent of the disclosing party. The receiving party
further agrees that Confidential Information shall remain the sole
property of the disclosing party and that it will take all reasonable
precautions to prevent any unauthorized disclosure of Confidential
Information by its employees. No license shall be granted by the
disclosing party to the receiving party with respect to Confidential
Information disclosed hereunder unless otherwise expressly provided
herein.
4. Upon the request of the disclosing party, the
receiving party will promptly return all Confidential information
furnished hereunder and all copies thereof.
5. Purchaser shall
not disclose any of the specific terms of this Agreement to any third
party without the prior written consent of the Company, which consent
shall not be withheld unreasonably. Notwithstanding the foregoing, any
party may disclose information concerning this Agreement as required by
the rules, orders, regulations, subpoenas or directives of a court,
government or governmental agency, after giving prior notice to the
other party.
6. If a party breaches any of its obligations with
respect to confidentiality and unauthorized use of Confidential
information hereunder, the non- breaching party shall be entitled to
equitable relief to protect its interest therein, including but not
limited to injunctive relief, as well as money damages notwithstanding
anything to the contrary contained herein.
FORCE MAJEURE
Neither
party will be liable for, or will be considered to be in breach of or
default under this Agreement on account of, any delay or failure to
perform as required by this Agreement as a result of any causes or
conditions that are beyond such Party's reasonable control and that
such Party is unable to overcome through the exercise of commercially
reasonable diligence. If any force majeure event occurs, the affected
Party will give prompt written notice to the other Party and will use
commercially reasonable efforts to minimize the impact of the event.
DUTIES AND OBLIGATIONS
1.
It is understood that Company may render similar services, selling the
same services and/or products to other Purchasers and/or continue to
develop Web sites of its own and license or sell such Web sites to
other Purchasers. Nothing contained in this Agreement shall preclude
Company from rendering such services or continuing to develop and sell
or license such Web sites.
2. In its performance of this
Agreement, each Party will comply with all applicable laws,
regulations, orders and other requirements, now or hereafter in effect,
of governmental authorities having jurisdiction. Except as expressly
provided herein, each Party will be responsible for all costs and
expenses incurred by it in connection with the execution and
performance of this Agreement.
NOTICE AND PAYMENT
1. Any
notice required to be given under this Agreement shall be in writing
and delivered personally to the other designated party at the stated
address on the Web site order or mailed by certified, registered or
Express mail, return receipt requested or by Federal Express.
2.
Either party may change the address to which notice or payment is to be
sent by written notice to the other under any provision of this
paragraph.
JURISDICTION/DISPUTES
This Agreement shall be
governed in accordance with the laws of the State of Michigan. All
disputes under this Agreement shall be resolved by litigation in the
courts of Detroit, Michigan, U.S.A. including the federal courts
therein and the Parties all consent to the jurisdiction of such courts,
agree to accept service of process by mail, and hereby waive any
jurisdictional or venue defenses otherwise available to it.
AGREEMENT BINDING ON SUCCESSORS
The
provisions of the Agreement shall be binding upon and shall inure to
the benefit of the Parties hereto, their heirs, administrators,
successors and assigns.
ASSIGNABILITY
Neither party may
assign this Agreement or the rights and obligations thereunder to any
third party without the prior express written approval of the other
party which shall not be unreasonably withheld.
WAIVER
No
waiver by either party of any default shall be deemed as a waiver of
prior or subsequent default of the same of other provisions of this
Agreement.
SEVERABILITY
If any term, clause or provision
hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or
operation of any other term, clause or provision and such invalid term,
clause or provision shall be deemed to be severed from the Agreement.
PROHIBITED WEB SITES
Purchaser
represents to Company that the subject matter of the content of the Web
site will not contain any illegal, immoral, repulsive, defamatory,
derogatory, harassing, harmful, threatening, obscene, vulgar,
pornographic, racial or ethnic objectionable materials, depict sexual
situations, promote discrimination on the basis of race, sex, sexual
preference, national origin, ethnicity, nationality, disability,
religious preference, or contain any material that violates any patent,
trademark, copyright, trade secret, confidential information, or other
property rights of any other party.
INTEGRATION
This
Agreement constitutes the entire understanding of the Parties, and
revokes and supersedes all prior agreements between the Parties and is
intended as a final expression of their Agreement. It shall not be
modified or amended except in writing signed by the Parties hereto and
specifically referring to this Agreement. This Agreement shall take
precedence over any other documents which may conflict with this
Agreement.
© 2010 Easy Marketing Techniques & Company Limited All Rights Reserved<code></code>