PPC TERMS & AGREEMENT!
TO JOIN ANY PPC HOME
BUSINESS, YOU MUST BE AN INDIVIDUAL OVER THE AGE OF
EIGHTEEN (OR ANY HIGHER AGE REQUIRED UNDER THE LAWS OF YOUR
PLACE OF DOMICILE IN ORDER TO ENTER INTO CONTRACTS), A
CORPORATION, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY
OR ANOTHER KIND OF ENTITY RECOGNIZED BY THE LAW AS A LEGAL
PERSON SEPARATE FROM ITS OWNERS. INDIVIDUALS, HOWEVER, MAY
JOIN THE PPC Home Business.
YOU MAY NOT JOIN OR USE ANY PPC Home Business IF YOU DO NOT
SATISFY THE REQUIREMENTS OF THE NETWORK POLICIES REFERRED TO
IN THE FOLLOWING AGREEMENT.
TO BE AN AUTHORIZED MEMBER OF ANY PPC Home Business, YOU
MUST AGREE TO THE TERMS OF THE FOLLOWING Business MEMBERSHIP
AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE
JOINING OR USING ANY PPC Home Business.
BY CLICKING ON THE "Submit Your Order" BUTTON OR
USING ANY PPC Home Business, YOU AGREE TO BE BOUND BY ALL OF
THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS
AGREEMENT, DO NOT USE ANY PPC Home Business.
PPC Business AGREEMENT
This Business Membership Agreement is between PPC Home
Business, a Delaware, U.S.A. corporation ("PPC "
"We" or "Us") and You ("You" or "Member"
or "Owner").
In consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the
parties, the parties, intending to be legally bound, agree
as follows:
SECTION 1. BACKGROUND
1.1. Certain Website owners ("Merchants") may seek to
increase visitor traffic through a program commonly called
an "Business program." A Merchant with an Business
program invites Website owners or others to join the program
and display or distribute the Merchant's advertising that
includes a hyperlink that leads to the Merchant's
Website. Persons who join a Merchant's Business program ("Online
Business" of that Merchant) receive compensation from
the Merchant based on tracked sales of products or services,
application completions or other specified activities by Web
users who activate the hyperlink.
1.2. PPC directly or indirectly operates, over the Web, one
or more Business marketing networks that have two types of
participants: (1) Merchants who join in order to operate an
Business program and (2) others who join in order to
participate as Online Business in the Business programs of
those Merchants.
1.3. You desire to participate in one or more of such
networks as a potential Online Business for Merchants in
such network (s), and this Agreement contains the terms and
conditions for that participation.
SECTION 2. DEFINED TERMS
2.1. References to "this Agreement" are to the
following, collectively: (i) this Business Membership
Agreement, (ii) PPC Network Policies For Business, Business
Owners, that are posted on a PPC Webpage identified on
the relevant Network Site (as defined in Section 2.3) or
otherwise made accessible to You (the "PPC Home Business
Policies"), (iii) any additional or different terms
specifically applicable to membership in any Network (as
defined in Section 2.3) that PPC posts on the relevant
Network Site or otherwise makes available and requires that
You accept in order to join or continue to use such Network
(the "Additional Terms"), and (iv) any supplement to
this Business Membership Agreement signed by both parties (a
"Supplement"), in each case as such terms may be
amended, supplemented or replaced from time to time as
provided in Section 5. To review the Network Policies that
are currently in effect for the various PPC Home Businesss.
2.2. The term "Web" means the part of the Internet
commonly referred to as the World Wide Web or any
replacement or similar network or resource which permits the
sharing of electronic files, graphics or information,
regardless of how it is accessed by users, whether through
computers, WebTV, cable set-top boxes, cellular telephones
or other wire line or wireless device, platform or
technology. A capitalized term used in this Agreement is
defined in the provision of this Agreement first used or in
Section 2.3. Unless defined in this Agreement or unless the
context otherwise requires, terms used in this Agreement
that have commonly accepted meanings within the Web-based
e-commerce industry are intended to have such meanings. The
term "Website" means a site on the Web and, where the
context requires, a person owning or operating a site on the
Web.
2.3. The following terms have the meanings indicated:
"Content"
Information, communications, software, photos, text, video,
graphics, music, sounds, images and other material.
"Link"
Any software, software code, programming or other technology
or method (or any combination of the foregoing) that (i)
creates a hyperlink between two Websites, or (ii)
otherwise causes a Web access device to display to its user
a "banner," "button," text-mention, word, phrase, logo or
other textual or graphical material that, when "clicked on"
or otherwise activated by a person, results in a Website
featured in the link being served to such person (i.e., the
screen of the visitor's Web access device displays Content
on the linked Website) or results in such person being able
to electronically access or receive information, files,
graphics or other items from the linked Website.
"PPC Home
Based Business" Any Business marketing network now or
hereafter operated by PPC or by a corporate Business of PPC,
including the Business marketing networks that PPC currently
operates under the service names The PPC Home Business ®,
B2B PPCSM, and PPC UKSM, but excluding
any "private label network" that is operated for a
specific Merchant or restricted group of Merchants.
"Network"
As of any time, any PPC Home Business, which You have joined
in accordance with PPC requirements and of which You are a
member as of such time.
"Network
Business" As of any time and with respect to any PPC
Home Business, a person which is a member of such PPC Home
Business as a potential Online Business for Network
Merchants under an effective online or written agreement
with PPC.
"Network
Merchant" As of any time and with respect to any PPC
Home Business, a person which is then a member of such PPC
Home Business under an effective Merchant Agreement with PPC
for purposes of conducting one or more Business programs.
"Network
Site" For any Network, the Webpage (s) or other area of
the Website having the URL designated from time to time by
PPC for use by members of that Network for the purpose of
facilitating formation of Qualifying Links, accessing
reports and otherwise participating in such Network.
"Program"
An Business program or other performance-based marketing
arrangement that any Network Merchant conducts through any
Network.
"Program
Site" For any Program, a Website that a Network Merchant
is authorized to use in the relevant Network.
"Promotion"
A banner, text-mention, advertisement or other material by
which a Network Merchant offers its products or services to
Web users or otherwise seeks to attract Web users to its own
Website.
"Qualifying
Link" With respect to any Network and any Program in
which You participate a Link that (i) when activated by a
viewer results in the viewer being redirected to or served,
through or on the Network Site, a Webpage or duplicate of a
Webpage of a Program Site, (ii) You post on Your Site
authorized to be used in such Network or, subject to any
prohibitions or limitations imposed by such Network
Merchant, You include in an e-mail message, incorporate into
browser or browser extension software, make available on a
"kiosk" or otherwise make available to Web users, (iii) is
of a kind and format for which PPC provides its tracking
services for Network Merchants and (iv) is established
through the interface of such Network Site or otherwise as
instructed by PPC and includes any tracking or other code
required by PPC, in each case in accordance with PPC
technical guidelines.
"Your
PPC Site" For any Network, a Website that You own and
operate and have properly registered for use in such
Network.
2.3. The words "include," "includes" and "including"
shall be deemed to be followed by the phrase "without
limitation." The word "or" means "and/or." If, in any
provision of this Agreement, any example is given (through
the use of the words "such as," "for example," "e.g." or
otherwise) of the meaning, intent or operation of such
provision, such example is intended to be illustrative only
and not exclusive or limiting. The term "person" is
to be broadly construed and includes any natural person or
any corporation, trust, association, limited liability
company, partnership, joint venture or other entity. A "corporate
Business" of any person is any other person that
directly or indirectly through one or more intermediaries
controls, is controlled by or is under common control with
such first person, with "control" meaning the
possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a
person. A "business day" is a weekday in New York
City, USA, that PPC does not observe as a holiday. The word
"Your" is a possessive pronoun that refers to You and
the word "Our" is a possessive pronoun that refers to
PPC.
2.4. Whenever the context requires, any pronoun shall
include the corresponding masculine, feminine and neuter
forms. Section or other headings or captions shall not
affect in any way the meaning or interpretation of this
Agreement. Unless otherwise stated, references in this
Business Membership Agreement to a Section or subsection are
to a Section or subsection of this Business Membership
Agreement. All definitions apply equally to both the
singular and plural forms of the terms defined. This
Agreement shall be construed according to its fair meaning
and not strictly for or against either party.
SECTION 3. NETWORK MEMBERSHIP
3.1. By clicking on an "Accept" or similar button on
a Network Site or another Website of PPC or by using any
Network, You acknowledge that You have read, accepted and
agreed to be bound by the terms of this Agreement (including
the Network Policies) with the same force and effect as if
this Agreement were set forth in a written document that had
been duly signed and physically delivered by You and PPC,
and this Agreement becomes effective when You do so. In the
event of any conflict between the respective express
provisions of this Business Membership Agreement, any
applicable Network Policies, any applicable Additional Terms
or any Supplement, the conflict shall be resolved in
accordance with the following order of precedence: (i)
Supplement, (ii) Additional Terms, (iii) Network Policies
and (iv) this Agreement.
3.2. To use any PPC Home Business as a Network Business, You
must register on the page of the relevant Network Site
provided by PPC for such purpose. You agree to promptly
provide PPC with accurate and complete updated registration
information if and as such information changes. As part of
the registration process for any Network, You shall be
assigned a unique alphanumeric password and user name for
that Network (Your "Credentials"). PPC may deny
access to and use of any PPC Home Business unless or until
any preconditions established by PPC and published on the
registration area of the relevant Network Site are
satisfied.
3.3. You represent and warrant to and agree with PPC as
follows:
-
The information You
provide as part of the registration process or otherwise
shall be, at the time provided, accurate and complete.
-
You have carefully
read this Agreement (including the applicable Network
Policies, Additional Terms and Supplements, if any) and
consulted Your own legal counsel to the extent You deem
necessary (or shall have consciously decided not to
consult a lawyer). You fully understand that this
Agreement creates legally binding obligations on Your
part.
-
This Agreement has
been duly and validly accepted, executed and delivered by
You and constitutes Your legal, valid, and binding
obligation, enforceable against You in accordance with its
terms.
-
The execution and
delivery or acceptance or deemed acceptance and
performance by You of this Agreement and the participation
by You in any Network and any Program does not and shall
not conflict with or violate (i) any law, rule,
regulation, order, judgment, decree, agreement or
instrument applicable to You or binding upon Your assets
or (ii) if You are an entity, any provision of Your
certificate of incorporation or other organizational
documents.
-
You shall
independently evaluate the desirability of participating
in any Network or Program You apply to or join. You agree
that in deciding to participate in any Network or any
Program, You shall not rely on any representation,
warranty, guaranty or statement by PPC other than any
representation expressly set forth in this Agreement and
expressly stated to be a representation.
3.4. You agree not to
resell, assign, sublicense or otherwise provide to any third
person any of Your rights or benefits, or transfer or
delegate any of Your obligations, under this Agreement or as
a Network Business without the prior written consent of PPC,
except to the extent authorized by the Network Policies if
You meet the requirements for acting as a "Store Member
Business" set forth in the Network Policies.
3.5. You agree that, during the applicable Restricted Period
(as defined below), You shall not maintain or create any
Link outside of a Network with any Network Merchant on terms
that provide for payment to You of compensation for levels
of Web user activities attributable to such Link, other than
a Qualifying Link through the relevant Network or otherwise
enter into any agreement or arrangement with any Network
Merchant intended to reduce the fees that would otherwise be
payable to PPC by such Network Merchant. The term "Restricted
Period" means, with respect to any Network Merchant, the
period beginning on the effective date of this Agreement and
ending on the first to occur of (i) one year after the date
You cease to be a member of the relevant Network in
accordance with this Agreement and (ii) the date such
Network Merchant is entitled, by the express terms of its
Merchant Agreement with PPC, to form links with Network
Business outside of the relevant Network without
restriction. You may request PPC to inform You of the date
referred to in clause (ii) of the immediately preceding
sentence with regard to any specific Network Merchant by
e-mailing PPC at notices@lmoney4u.net
3.6. You agree that You are solely responsible for all tax
obligations due to all taxing authorities arising from or in
connection with Your participation in any Network or any
Program, including federal, state, local and foreign
withholding taxes, FICA, FUTA, Social Security, Medicare,
SUI and any and all other federal, state, local and foreign
taxes. In addition, You agree that payments to You by a
Network Merchant or PPC on behalf of a Network Merchant
shall be subject to withholding under any applicable tax
law, rule or regulation. You shall promptly provide PPC with
any information it reasonably requests in order to determine
if withholding is required. If PPC acts for any Network
Merchant in disbursing any payment due from it to You, then
You authorize PPC to withhold taxes from payments to You
that it believes in good faith are required. Without
limiting the generality of the foregoing, You agree that, as
between You and PPC, You are solely responsible for
calculation and payment or collection of, accounting for and
issuing or obtaining invoices relating to any applicable
Value Added Taxes.
3.7. You understand and agree that participation in any
Network will involve establishing contractual arrangements
with PPC (including this Agreement) or PPC Merchants that
are stored electronically on servers and are formed by means
of "clicking on" an accept button on the LSN Site or a
Merchant's Website or through other electronic means. You
agree not to assert that any such contract is invalid or
unenforceable solely because it takes such form or was
formed by such means rather than taking the form of a
written document formed by the manual signatures of the
parties or another form or method
SECTION 4. MEMBERSHIP BUSINESS OWNERS SERVICES
4.1. As a Network Business in any Network, You shall be
potentially eligible to join the Programs and receive offers
to form Qualifying Links made by one or more Network
Merchants who are members of that Network ("Link Offers").
As described in Section 6, the fact that Network membership
makes You potentially eligible to join Programs or receive
Link Offers does not necessarily mean that You shall also
meet the eligibility requirements for participation in the
Program or any Link Offer of any particular Network
Merchant. Each Network Merchant is responsible for its own
Programs and its own Link Offers, including providing the
software code for the graphical artwork or other materials
to use in Links.
4.2. You shall have, on the Network Site for any Network of
which You are a member in good standing, an individual
account accessible through the Web by use of Your
Credentials. PPC shall periodically post to Your account
reports regarding activities tracked by PPC for the Network
Merchants with which You from time to time have Qualifying
Links (Your "Business Reports"). Subject to Section
5, the contents, format and frequency of Your Business
Reports for any Network shall be substantially the same as
for the comparable reports that PPC provides without
separate charge to Network Business in such Network
generally as part of its basic services for such Network,
which may vary from time to time in PPC discretion.
4.3. You shall be responsible for maintaining the
confidentiality and security of Your Credentials and for all
usage of Your account. Absent actual receipt of written
notice to the contrary from You, PPC may assume that any
person accessing any Network Site using Your Credentials is
authorized to do so.
4.4. PPC shall not be liable to You as a result of failure
by You or any Network Merchant to use Qualifying Links,
including to the extent that such failure results in
inaccurate reports or reduction of the amounts which would
otherwise be payable to You by any Network Merchant.
4.5. You acknowledge that the accuracy, completeness and
currency (in time) of the data included in Your Business
Reports is a function of the accuracy, completeness and
currency of the underlying data that PPC obtains from
Network Merchants. PPC shall not be responsible or liable
for any errors in or omissions from such underlying data or
any Network Merchant's failure to make or delay in making
such data available to PPC or for any intentional or
inadvertent deletion or disablement by You or a Network
Merchant of any of PPC tracking code or technology, or any
consequences of the foregoing. PPC obligation, if any, to
provide data or Business Reports to You or any Network
Merchant is subject to the provision to PPC, on a timely
basis, of the necessary data of the kinds and in the form,
format and manner required by PPC. PPC may rely on any data,
notice, instruction or request furnished to PPC by You, any
Network Merchant or any other third party which is believed
by PPC in good faith to be genuine.
4.6. If a Network Merchant reports a transaction or activity
that occurred in a particular month to PPC after such month
ends, then PPC may, in its discretion, incorporate that
event into Your Business Reports for that month or for some
subsequent period.
4.7. You acknowledge and agree that each Network Merchant
whose Program You join shall receive reports from PPC that
identify You and may include data about You and Your
Qualifying Links with that Network Merchant. If PPC is
notified by a Network Merchant that it believes that its
reports about its relationship with You contain an error or
omission or otherwise require adjustment, PPC may elect to
revise those reports as requested by the Network Merchant
and make corresponding changes to Your Business Reports.
Since the reports PPC provides You and such Network Merchant
are the bases for calculating the compensation, if any, due
to You from that Network Merchant, any such adjustment may
affect the amount of compensation to which You are entitled.
4.8. If You believe that any of Your Business Reports for
any month contains errors in the data about Your
relationship with any Network Merchant, You must notify PPC
and that Network Merchant within ten days after the end of
that month or any shorter period that may be provided for in
Your agreement with that Network Merchant so that, if
possible, the matter may be resolved. If any Business
Reports for any month are corrected or adjusted after the
end of the month, then the period within which You must
notify PPC of errors in the corrected or adjusted data shall
be ten days after such correction or adjustment is posted or
any shorter period that may be provided for in Your
agreement with the relevant Network Merchant. Any dispute
between You and a Network Merchant about any error You
report must be resolved by You and that Network Merchant
4.9. You acknowledge that Your entitlement to any
compensation reported with respect to any tracked or
reported activity is solely a function of the terms of Your
agreement with the relevant Network Merchant and that such
Network Merchant is solely responsible for its payment. The
fact that a compensation amount is reported for any tracked
activity does not necessarily mean that a payment is due to
You from the relevant Network Merchant, since payment may be
subject to conditions established by that Network Merchant,
including policies regarding order cancellation, returned
merchandise, receipt of pending credit card authorizations
and minimums for earned compensation before payment is made.
All determinations of Qualifying Links and the compensation
due to You made by PPC shall be final and binding on You.
SECTION 5. CHANGES IN NETWORK, SERVICES AND MEMBERSHIP TERMS
5.1. PPC reserves the right to take, at any time, any of the
following actions (each a "change"):
-
Add to, remove or
otherwise change the terms or provisions of this Agreement
or replace this Agreement in its entirety.
-
Add, remove, suspend
or discontinue any aspect of any Network, limit, restrict,
condition or deny access to or use of all or part of any
PPC Home Business or otherwise change any Network or Your
right to use any Network.
-
Charge fees for
continued access to or use of any Network or any aspect
thereof or any services that PPC provides or makes
available to You.
PPC may notify You of
such change by posting a notice on the relevant Network Site
or, in its discretion, by e-mail, newsletter, postal mail or
personal or overnight delivery. Such change shall be
effective when such notice is posted or otherwise given or
any other time specified in such notice, except that
-
If any such change
would result in You becoming required to pay fees not
previously payable or increase fees already payable, then
such notice of such change shall be given by one of such
means at least thirty days before such change becomes
effective.
-
In the case of any
other change that would, in PPC good faith and reasonable
judgment, materially adversely affect Your rights or
obligations under this Agreement, then such notice of such
change shall be given by one of such means at least five
business days' before such change becomes effective,
except that shorter advance notice (but not less than two
business days) may be given in a situation that PPC
believes in good faith to be an emergency or otherwise
have an adverse effect on a Network if a longer notice
were given.
You are responsible for
regularly reviewing each Network Site in order to learn of
any changes. YOUR CONTINUED USE OF ANY NETWORK AFTER SUCH
NOTICE IS POSTED OR OTHERWISE GIVEN (AND AFTER EXPIRATION OF
ANY APPLICABLE PRIOR NOTICE PERIOD SPECIFIED ABOVE) SHALL
CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO
SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE,
THEN YOU MUST WITHDRAW FROM SUCH NETWORK AND CEASE USING
SUCH NETWORK.
5.2. You acknowledge and agree that PPC may at any time
enroll any person as a Network Business on terms that differ
from those contained in this Agreement, and may also operate
other Business marketing networks or programs that are
similar to or compete with any Network in which You are a
member.
SECTION 6. PARTICIPATION IN THE Business PROGRAMS OF NETWORK
MERCHANTS
6.1. Subject to the terms of its Merchant Agreement with
PPC, each Network Merchant has complete discretion in
limiting the persons to whom it makes Link Offers or by whom
its Link Offers may be accepted, and in establishing the
terms and conditions of its Link Offers and agreements
regarding its Qualifying Links and participation in its
Program. In general, to accept any Link Offer by a Network
Merchant, You shall be required to join the Program of such
Network Merchant. Subject to the terms of its Merchant
Agreement with PPC, each Network Merchant has complete
discretion in setting eligibility and other requirements and
conditions for membership and participation in its Program
and Link Offers.
6.2. In order to join the Program or accept a Link Offer of
a Network Merchant, You must follow the instructions and
satisfy the requirements of that Network Merchant. In most
cases, this will require, among other things, that You enter
into an online or written agreement (an "Engagement")
with such Network Merchant by which You accept,
electronically or in writing, such Network Merchant's terms
and conditions for participation in its Program or for
accepting a Link Offer.
6.3. You agree to comply with the Engagements and other
terms and requirements for participation established by each
Network Merchant whose Program You join.
6.4. Subject only to compliance with Section 5.1, PPC may,
with the consent of such Network Merchant, if required, but
without Your prior approval, institute policies or
procedures that have the effect of modifying the terms of
Your Engagements with a Network Merchant. Upon
effectiveness, such policy or procedure shall apply to You,
notwithstanding any contrary provision of Your Engagements,
and Your Engagements shall automatically be deemed to be
modified to reflect such policy or procedure, without the
necessity of any formal amendment of such Engagements or
other action on Your, PPC or any Network Merchant's part. No
such modification, however, may have retroactive effect
without Your consent.
6.5. You agree that You shall not:
-
Place or use any Link
of any Network Merchant except with the intention of
delivering valid sales, leads, applications, accounts,
clicks or other specified compensable actions to that
Network Merchant;
-
Distribute or
display, or authorize or use any third party to distribute
or display, any Qualifying Link or any other Link of any
Network Merchant created or obtained through the Network
by means of any browser extension or other software or
technology which is downloaded to or installed on the Web
user's personal computer or other Web access device and
which serves advertisements, promotional material or links
as an overlay upon, a substitute for content in, as a
"pop-up" keyed by content or key words on a Webpage
requested or viewed by such Web user;
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Inflate the number of
applications, accounts, clicks or other specified
compensable actions or any impressions of any Network
Merchant's Webpage, Promotion or other Content by any
method or using any device, program, hidden frames, java
pop ups, Web bot, robot, automatic redirecting of users,
autospawning of browsers or any other technique or means
of generating automated click-throughs, requiring visitors
to click on a Network Merchant's Link before entering any
area of Your Site(s), by placing or including Promotions
or links on pages of Your Site that automatically reload
or go to another page without interaction from the user
(for example, client pull or server push technology,
METATAG reload, or refresh command on page html) or on any
page that is not generally accessible to all Web users
(for example, pop-up windows and hidden frames);
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Resell, assign,
sublicense or otherwise provide any third person any of
Your rights or benefits, or otherwise transfer or delegate
any of Your obligations, as a participant in any Program,
except to the extent authorized by the Network Policies if
You meet the requirements for acting as a "superBusiness"
set forth in the Network Policies;
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Display, distribute
or otherwise make available to Web users or others any
Promotion of or any Link to any Program Site anywhere by
any means or method prohibited by such Network Merchant or
that violates any law, rule or regulation or any
intellectual or other rights of such Network Merchant or
any third party; or
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Use any name,
trademark, service mark, domain name or other intellectual
property of any third party in connection with Your use of
the Network, Your participation in any Program or any
Qualifying Link in any way or for any purpose that
infringes or violates any law or any intellectual property
or other rights of such third party, whether in order to
increase the levels of compensable activities attributable
to Your Qualifying Links or for any other purpose.
6.6. Network Merchants'
offers and Engagements for payment to Network Business of
compensation per click-through or per specified number of
click-throughs are subject to any and all restrictions,
limitations and policies that PPC may institute at any time
and from time to time. Such restrictions, limitations and
policies apply to all such offers and Engagements, even if
not so stated in their terms or even if their terms state
something different.
6.7. If You violate any Network policy or engage in any
actual or suspected fraudulent, abusive or illegal activity
as a Network Business or participant in any Network
Merchant's Program, PPC may suspend or terminate Your
membership in, access to and use of any or all Networks and
Network Merchant's programs, and may require that any and
all compensation otherwise due to You from any or all
Networks or Network Merchants be forfeited. Such suspension,
termination or forfeiture is in addition to any other rights
and remedies that PPC or any Network Merchant may have in
contract, at law or in equity. In addition, such activity
may result in referral to the appropriate law enforcement
agencies for investigation and, where appropriate,
prosecution.
SECTION 7. TERMINATION OF MERCHANTS' PARTICIPATION IN A
NETWORK
Any Network Merchant's participation in any Network may end
or be suspended for a number of reasons, including
expiration or early termination of its merchant agreement
with PPC, and You shall not necessarily receive any prior
notice that such Merchant's participation is ending. If a
Network Merchant's participation in any Network ends or is
suspended for any reason, its Program conducted through such
Network shall end or be suspended and PPC may, without
notice to You, terminate or suspend all Qualifying Links
that You have with that Merchant immediately or, in PPC
discretion, at any time thereafter. You agree that PPC shall
have no obligation or liability to You because of any
termination or suspension of the participation of any
Network Merchant in any Network or any of Your Qualifying
Links with such Network Merchant or any consequence thereof
(even if PPC was notified or otherwise aware that such
consequence could result), whether such termination or
suspension is by such Network Merchant or PPC, is with or
without cause or occurs with or without notice.
8.10 PPC services do
not involve investigating or resolving any claim or dispute
involving You and any Network Merchant or other third party.
If PPC, in its discretion, elects to investigate or
otherwise become involved in any such claim or dispute, it
shall not thereby undertake, assume or have any duty,
obligation or liability to You or any other party to the
claim or dispute.
8.11 MONEY BACK
POLICY!
You
must work with the program for at least 12 months in order
to request a money back! If for any reason you fail to reach
at least a minimum of
$10,000 income the first year, you will receive a
full refund of your investment of $99.95! In order to make this
business work, you need to spend time and our marketing
method to make it work for a long run!
refund@ppcsell.com
8.12
We will provide you with all the help and tools to make your
business successful, because your success is ours. You must
be an individual with a strong desire to succeed, we have
1000's of members that turn the PPC program as a full time
job making between $1000 to $5000 weekly income, you too can
be part of the most powerful business online!
SECTION 9. USE OF NETWORK, CONTENT, NAMES AND LOGOS
9.1. For each Network of which You are a member in good
standing, PPC grants You a personal, non-exclusive,
non-transferable, revocable and limited license and right,
subject to the terms of this Agreement, to:
-
Participate in such
Network as a Network Business.
-
Access the areas of
the relevant Network Site necessary for Your participation
in such Network as a Network Business.
-
Solely for Your use
in connection with Your participation in such Network,
download Your individual Business Reports.
-
For the sole purpose
of creating and maintaining Qualifying Links in accordance
with this Agreement and Your Engagements, use any software
code or other Content of PPC that is provided by PPC for
such purpose, but only in the form so provided.
All other use of any
Network, Network Site, Business Reports and such software
code or Content, including modification, publication,
transmission, transfer or sale of, reproduction, creation of
derivative works, distribution, performance, display,
incorporation into another Web site or mirroring is
prohibited. You agree that You shall not alter or modify
such licensed code or Content in any way. This Agreement
does not grant to You any license or right to use PPC name
or any of its logos or trade or service names or marks or,
except for the limited licenses and rights expressly granted
by the first sentence of this Section 9.1 while they endure,
any of PPC other intellectual property.
9.2. Your rights and licenses (if any) granted by this
Agreement with respect to any Network are valid only while
You remain a member of such Network as a Network Business in
good standing and comply with this Agreement. PPC reserves
all of its rights in each Network Site and all such software
code, reports and Content and Our other proprietary rights.
PPC may revoke any such license at any time by giving You
notice by e-mail or in writing.
9.3. You grant to Us a non-exclusive license to utilize Your
corporate, service and trade names, domain name and logos to
advertise, market, promote, and publicize in any manner Our
rights hereunder or any Network. This license shall
terminate upon the effective date of the expiration or
termination of this Agreement. You also hereby grant to Us a
worldwide, perpetual, irrevocable, royalty-free, sublicense
able (through multiple tiers) right to exercise all
copyright and publicity rights, in any media now known or
not currently known, with respect to any Content You provide
to PPC.
9.4. You agree to provide PPC, promptly following its
request, the server log files for Your Site (s) and any
other information or data reasonably requested solely for
the purpose of auditing or confirming activities related to
the Network or Your participation in any Program, which PPC
shall treat as Your confidential information and use solely
for such purpose.
9.5. PPC makes no representation whatsoever about any other
Website which You may access through any Network. You
understand that when You access a non-PPC Website through
any Network, it is independent from PPC. PPC acts as a
passive conduit for the unfiltered online distribution and
publication of Content by the members of a Network and does
not attempt to control the Content that You or visitors to
Your Site (s) shall receive or view. By its very nature,
other people's Content may be offensive, harmful or
inaccurate, and in some cases, may be mislabeled or
deceptive. PPC disclaims control over or responsibility or
liability for the Content on any other person's Website or
posted or distributed on or through the Network or its
resources or facilities.
9.6. You represent and warrant to PPC that all Content You
upload to any Network Site or otherwise provide or use in
connection with any Network is solely owned by You or
provided or used by You with the express authority of the
owners, does not infringe upon any other individual's or
organization's rights (including intellectual property
rights). By submitting Content to or for use on any Network
Site or otherwise by PPC or distributing any Content through
the Network or any of PPC services or facilities, You
-
automatically grant
to PPC a royalty-free, perpetual, irrevocable,
non-exclusive right and license to use, reproduce, sell,
modify, adapt, publish, translate, create derivative works
from, distribute, perform and display such Content (in
whole or part) worldwide and to incorporate it in other
works in any form, media, or technology; and
-
represent and warrant
to PPC that such Content does not contain any virus,
trojan horse, worm, time bomb, cancel bot or other
computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or
expropriate any system, data or personal information
9.7. As between You and
PPC, PPC shall own all information about the identities,
postal and e-mail addresses, telephone numbers and names and
contact information for Network Merchants and Network
Business (other than Your own) and the transactions
conducted by any such person through any Network.
SECTION 10. RISK MANAGEMENT
10.1. EACH NETWORK AND ANY SUPPORT OR SERVICES FROM PPC ARE
PROVIDED "AS IS" AND "AS AVAILABLE." TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PPC DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES
-
OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE,
-
THAT THE OPERATION OF
ANY NETWORK, NETWORK SITE, SERVER, EMAILS SENT BY PPC, OR
REPORTS SHALL BE UNINTERRUPTED OR ERROR-FREE OR WILL NOT
CONTAIN OR INTRODUCE VIRUSES OR OTHER HARMFUL ELEMENTS OR
COMPONENTS,
-
AS TO THE ACCURACY,
RELIABILITY OR SECURITY OF DATA,
-
OF NON-INFRINGEMENT,
OR
-
ARISING FROM COURSE
OF DEALING OR COURSE OF PERFORMANCE.
ANY LINKS USED OR
CONTENT OR OTHER ITEM DOWNLOADED OR OTHERWISE OBTAINED
THROUGH PARTICIPATION IN THE NETWORK OR ANY PROGRAM OF ANY
NETWORK MERCHANT IS DONE AT YOUR OWN DISCRETION AND RISK AND
PPC SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO COMPUTER
SYSTEMS OR LOSS OF DATA THAT MAY RESULT.
10.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU
(FOR YOURSELF AND YOUR CORPORATE Business) HEREBY RELEASE
PPC AND ITS CORPORATE Business, OFFICERS, DIRECTORS, AGENTS,
SUBCONTRACTORS, AND EMPLOYEES (THE "RELEASED PERSONS")
FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DEBTS,
OBLIGATIONS, DAMAGES, COSTS, AND EXPENSES OF ANY KIND OR
NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, DISCLOSED OR UNDISCLOSED, NOW EXISTING OR
HEREAFTER ARISING THAT IN ANY WAY RESULT FROM, ARISE OUT OF
OR RELATE TO
-
THIS AGREEMENT,
-
YOUR PARTICIPATION IN
ANY NETWORK OR ANY MERCHANT'S PROGRAM,
-
USE OR MISUSE OF ANY
NETWORK OR ANY SUCH PROGRAM,
-
RELIANCE ON ANY
NETWORK OR ANY SUCH PROGRAM, INABILITY TO USE ANY NETWORK
OR PARTICIPATE IN ANY SUCH PROGRAM,
-
THE INTERRUPTION,
SUSPENSION OR TERMINATION OF ANY NETWORK, ANY SUCH PROGRAM
OR YOUR ACCESS TO, USE OF OR PARTICIPATION IN ANY NETWORK
OR ANY SUCH PROGRAM, OR
-
ANY ACT OR OMISSION
OF PPC RELATIVE TO THE FOREGOING,
EXCEPT (AND IN ANY
EVENT SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET FORTH IN
AND OTHER APPLICABLE PROVISIONS OF THIS SECTION 10) ONLY FOR
ANY LIABILITY OF PPC TO YOU THAT RESULTS PRIMARILY AND
PROXIMATELY FROM PPC WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU
HEREBY WAIVE THE APPLICATION OF ALL EXISTING AND FUTURE LAWS
THAT MAY LIMIT THE EFFICACY OF SUCH RELEASE. IF YOU ARE A
CALIFORNIA RESIDENT, THEN WITHOUT LIMITING THE GENERALITY OF
THE IMMEDIATELY PRECEDING SENTENCE, YOU WAIVE CALIFORNIA
CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR." THIS SECTION 10.2 SHALL
SURVIVE THE UNENFORCEABILITY OR OTHER FAILURE OF ANY
PROVISION OF THIS AGREEMENT THAT PURPORTS TO EXCLUDE OR
LIMIT REMEDIES OR LIABILITY.
10.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU
AGREE THAT IN NO EVENT SHALL PPC OR ANY OTHER RELEASED PARTY
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY
OTHER DAMAGES (HOWEVER DENOMINATED) FOR OR BASED ON OR
MEASURED BY HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS,
LOSS OF OR ON ANY INVESTMENT, LOST PROFITS, LOSS OF
OPPORTUNITY, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL,
COSTS OF REPLACEMENT GOODS OR SERVICES OR OTHERWISE. THIS
SECTION SHALL SURVIVE THE UNENFORCEABILITY OR OTHER FAILURE
OF ANY PROVISION OF THIS AGREEMENT THAT PURPORTS TO EXCLUDE
OR LIMIT REMEDIES OR LIABILITY.
10.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
PARTIES AGREE THAT EACH OF THE RELEASES, DISCLAIMERS,
LIMITATIONS AND EXCLUSIONS CONTAINED IN SECTIONS 10.1
THROUGH 10.4, INCLUSIVE, SHALL INDEPENDENTLY APPLY
REGARDLESS OF (i) THE FORM OF ACTION (INCLUDING ANY ACTION
IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT
LIABILITY OR STATUTE), (ii) ANY CLAIM OR FINDING THAT ANY
BREACH OF OR DEFAULT UNDER THIS AGREEMENT WAS TOTAL OR
FUNDAMENTAL, (iii) THE TYPE OF DAMAGES, (iv) ANY CLAIM OR
FINDING WITH RESPECT TO THE ADEQUACY, FAILURE, PURPOSE OR
SUFFICIENCY OF ANY REMEDY OFFERED OR PROVIDED FOR UNDER THIS
AGREEMENT AND (v) WHETHER A PERSON WAS INFORMED OR AWARE OF,
OR OTHERWISE COULD HAVE ANTICIPATED THE POSSIBILITY OF, SUCH
DAMAGES OR LIABILITY.
10.5. IF, IN A FINAL DECISION OF A COURT OF COMPETENT
JURISDICTION (NOT SUBJECT TO FURTHER APPEAL), IT IS HELD
THAT ANY OF THE FOREGOING RELEASES, DISCLAIMERS, LIMITATIONS
OR EXCLUSIONS MAY NOT BE ENFORCED, EVEN THOUGH THE EXPRESS
PROVISIONS HEREOF PROVIDE FOR SUCH RELEASE, DISCLAIMER,
LIMITATION OR EXCLUSION AND THE PARTIES INTEND SUCH
EXCLUSION OR RELEASE TO BE ENFORCED, THEN IN SUCH
JURISDICTION, PPC LIABILITY IS LIMITED TO THE Store EST
AMOUNT PERMITTED BY LAW.
10.6. THE OBLIGATIONS OF EACH PARTY ARE SOLELY CORPORATE (OR
OTHER ORGANIZATIONAL) OBLIGATIONS, NO Business, STOCKHOLDER,
DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT OR AGENT OF EITHER
PARTY SHALL BE SUBJECT TO ANY PERSONAL LIABILITY WHATSOEVER
TO THE OTHER PARTY OR ANY OF ITS Business, STOCKHOLDERS OR
CREDITORS OR ANY OTHER PERSON OR ENTITY, NOR SHALL ANY SUCH
CLAIM BE ASSERTED (DIRECTLY, DERIVATIVELY OR OTHERWISE) BY
OR ON BEHALF OF EITHER PARTY OR ANY OF ITS SUCCESSORS OR
ASSIGNS.
10.7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
MEMBER AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE
CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR
RELATED TO PARTICIPATION IN ANY NETWORK, THE PROGRAM OF ANY
MERCHANT OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR
AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER
BARRED.
10.8. EACH PARTY ACKNOWLEDGES THAT EACH OF THE PROVISIONS OF
THIS SECTION 10 CONSTITUTE AN ESSENTIAL ELEMENT OF THE
BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT, AND BUT
FOR SUCH PROVISIONS, PPC WOULD NOT PERMIT YOU TO ACCESS AND
USE ANY NETWORK OR WOULD REQUIRE YOU TO PAY FEES OR OTHER
CONSIDERATION FOR SUCH ACCESS OR USE THAT EITHER HAVE NOT
BEEN REQUIRED OR THAT WOULD BE IN EXCESS OF ANY THAT SUCH
CONSIDERATION NOW OR HEREAFTER REQUIRED.
10.9. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS, LIMITATIONS,
RELEASES AND DISCLAIMERS MAY NOT APPLY TO YOU. IN
PARTICULAR, NOTHING IN THIS AGREEMENT SHALL AFFECT THE
APPLICABLE STATUTORY RIGHTS OF ANY CONSUMER THAT MAY NOT, BY
LAW, BE WAIVED, RELEASED, LIMITED OR EXCLUDED OR RESTRICTED,
IN ANY WAY OR TO ANY EXTENT NOT PERMITTED BY APPLICABLE LAW,
ANY LIABILITY OF PPC FOR DEATH OR PERSONAL INJURY ARISING
FROM THE NEGLIGENCE OR FRAUD OF PPC. YOU ACKNOWLEDGE AND
AGREE, HOWEVER, THAT EACH PPC Home Business IS DESIGNED FOR
USE IN CONNECTION WITH THE CONDUCT OF A BUSINESS, THAT NONE
OF THE PPC Home Business IS INTENDED TO BE USED BY CONSUMERS
AND THAT YOU SHALL NOT USE ANY NETWORK OR ANY OF PPC
SERVICES IN YOUR CAPACITY AS A CONSUMER.
SECTION 11. TERMINATION; ABSENCE OF UNEXPRESSED
EXPECTATIONS; YOUR INDEMNIFICATION OBLIGATIONS
11.1. Either You or PPC, by giving the other party notice,
may, at any time and with or without cause, terminate this
Agreement. Upon any termination of this Agreement, You shall
no longer be entitled to use any Network, all licenses and
rights granted to You hereunder shall terminate, You shall
immediately cease use of, and remove from Your Site(s), all
links created though any Network and all Content or items
provided by or on behalf of PPC to You in connection with
any Network and You shall immediately return or destroy all
confidential information and trade secrets of PPC in the
possession or control of You or any of Your employees,
representatives or agents. Subject to Section 10, all rights
or remedies arising out of a breach of any terms of this
Agreement shall survive any termination of this Agreement or
Your participation in any Network. Your representations and
warranties in this Agreement shall survive execution,
delivery, acceptance, performance, expiration or termination
of this Agreement. In addition, the provisions of this
Agreement which, by their nature, should survive expiration
or termination of this Agreement or Your participation in
any Agreement (including the provisions of Sections 2, 3.6,
4.3 through 4.9, inclusive, 6.3, 6.7, 7, 8, , 9.1 through
9.8, inclusive, 10.1 through 10.9, inclusive, 11.1 through
11.3, inclusive, 12 and 13, and the last sentence of each of
Sections 4.1, 4.4 and 8.7 of this Business Membership
Agreement) shall survive expiration or any termination of
this Agreement.
11.2. You and PPC desire to avoid the uncertainty and the
potential for discord that would exist if the unstated
expectation of either of the parties could be used to gain
advantage through litigation, or expectations stated or
expressed outside the confines of this Agreement could
become actionable even though the other party does not agree
with those expectations or has not assented to them. You and
PPC, therefore, agree that (i) it is unreasonable for either
party to have or rely on an expectation that is not
reflected in this Agreement, (ii) either party that has or
develops an expectation contrary to or in addition to the
contents of this Agreement has a duty to immediately inform
the other party and promptly seek to have this Agreement
amended to reflect the expectation; and (iii) the failure of
a party who has or develops an expectation contrary to or in
addition to the contents of this Agreement to obtain an
amendment shall be evidence that the expectation was not
reasonable and estops that party from asserting that
expectation as a basis for any claim against the other
party. Neither party has a duty to agree to any such
proposed amendment.
11.3. You agree to indemnify and hold harmless PPC and the
other Released Persons for and against any and all claims,
actions, demands, liabilities, losses, damages, penalties,
interest, judgments, settlements, costs and expenses
(including reasonable attorneys' fees) that directly or
indirectly arise out of or are based on (i) any
misrepresentation or breach of any warranty, covenant or
agreement made by You in this Agreement or any Engagement,
(ii) operation of any of Your Site(s), (iii) any violation
by You of any law, regulation or rule, (iv) Your use of any
Network, (v) any claim related to any of Your Site(s), Your
acts or omissions, Your participation in any Network or any
Program, any Content, goods or services offered, sold or
otherwise made available by You to any person, or Your acts
or omissions in using, displaying or distributing any Links
obtained or formed through any Network, (vi) any claim that
PPC is obligated to pay tax obligations in connection with
compensation paid to You pursuant to any such program, (vii)
any violation or alleged violation by You of any rights of
another, including Your use of any Content, trademarks,
service marks, trade names, copyrighted or patented
material, or other intellectual property used in connection
with Your Site(s) or (viii) any claim of any violation by
PPC or any other Released Person of any law, rule or
regulation that is a direct or indirect result of Your use
of any Network or the provision of PPC gathering or storage
of data or tracking, reporting or other services, other than
any knowing and intentional violation by PPC or other such
Released Person. PPC reserves the right, at its own expense,
to assume the exclusive defense and control of any matter
otherwise subject to indemnification by You, but doing so
shall not excuse Your indemnity obligations. PPC shall have
the right to participate in the defense of all claims as to
which it does not assume defense and control, and You shall
not settle any such claim without PPC prior written consent.
You also agree to indemnify PPC for any reasonable legal
fees or other costs incurred by PPC, acting reasonably, in
investigating or enforcing its rights under this Agreement.
SECTION 12. PPC MAY REQUIRE BINDING ARBITRATION
You agree that, if requested by PPC, any controversy between
You and, or by You against, PPC or any of the other Released
Parties directly or indirectly arising out of or relating in
any way to this Agreement or any Network or Program
(including the performance, construction or breach of this
Agreement) shall be submitted to and finally settled by
binding arbitration before a single arbitrator reasonably
satisfactory to both parties in accordance with the
commercial arbitration rules of the American Arbitration
Association then in effect. Any such controversy or claim so
submitted to arbitration shall be arbitrated on an
individual basis, and shall not be consolidated in any
arbitration with any claim or controversy of any third
party. The arbitration shall be conducted in the Borough of
Burlington of Delaware City, and judgment on the arbitration
award may be entered into any court having jurisdiction.
Either You or PPC may seek any interim or preliminary
injunctive relief from a court of competent jurisdiction in
Delaware County, Delaware necessary to protect its rights or
property pending the completion of arbitration. If You are
not residing in the United States at the time of any such
controversy or claim, You agree to the following additional
provisions:
(i) You waive any objection to the place designated above
for the arbitration;
(ii) You agree to the personal jurisdiction and venue of the
federal and state courts sitting in the Borough of New York,
State of NY, U.S.A. to interpret and enforce the arbitration
provisions of this Agreement; and
(iii) all arbitrations shall be held in the English
language.
You expressly acknowledge that You understand that if PPC
requires arbitration:
(i) the decision in the arbitration shall be final and
binding on the parties;
(ii) except as provided above as to injunctive relief, you
are waiving your right to seek remedies in court, including
the right to jury trial;
(iii) pre-arbitration discovery is generally more limited
than and different than in court proceedings; and
(iv) the arbitrators' award is not required to include
factual findings or legal reasoning and any party's right to
appeal or to seek modification of rulings by the arbitrator
is strictly limited.
SECTION 13. MISCELLANEOUS
13.1. Independent Contractors. The parties are
independent contractors and nothing in this Agreement shall
confer upon either party any authority to obligate or bind
the other in any respect. Neither this Agreement nor any
course of dealing between the parties shall confer upon You
any exclusive right with respect to any Network or PPC
software or services.
13.2. Force Majeure. PPC shall not be liable to You
by reason of any failure or delay in the performance of its
obligations hereunder on account of strikes, shortages,
riots, insurrection, fires, flood, storm, explosions, acts
of God, war, governmental action, labor conditions,
earthquakes, interruptions in telecommunications services or
Internet access, or any other cause which is beyond the
reasonable control of PPC, whether or not similar to the
foregoing.
13.3. Assignability. Neither the rights nor the
obligations arising under this Agreement are assignable or
transferable by You, and any such attempted assignment or
transfer shall be void and without effect. PPC may assign
this Agreement to any successor, Business or assign. If PPC
sells or otherwise transfers ownership of any Network to any
corporate Business of PPC, a joint venture in which PPC has
an equity interest or an entity which licenses PPC
technology or any other third party, then PPC may assign
this Agreement, insofar as it relates to such Network, to
such transferee, whereupon the rights, obligations and
liabilities of PPC under this Agreement, insofar as it
relates to such Network, shall be those of such third party
and not of PPC, but this Agreement, insofar as it relates to
each other Network, shall continue in effect as binding
obligations of You and PPC.
13.4. Severability; Waiver of Conflicting Laws. If
any provision of this Agreement, or its application to any
person or circumstance, is held by a court with jurisdiction
to be invalid or unenforceable, the remaining provisions
hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held
invalid or unenforceable, shall remain in full force and
effect. Such court may substitute therefore a suitable and
equitable provision to carry out, so far as may be valid and
enforceable, the intent and purpose of the invalid or
unenforceable provision. If any provision of this
Agreement shall be judicially unenforceable in any
jurisdiction, such provision shall not be affected with
respect to any other jurisdiction. If any provision of this
Agreement is or shall become inconsistent with or
unenforceable under any provision of applicable law that may
be waived or the applicability of which may otherwise be
varied or excluded by You or by You and PPC, then You or You
and PPC (as the case may be) hereby waive or exclude the
applicability of such provision of law. Without limiting the
generality of the immediately preceding sentence, to the
maximum extent permitted by applicable law, the parties
agree that the provisions of the Uniform Computer
Information Transactions Act, as it may have been or
hereafter may be in effect in any jurisdiction, shall not
apply to this Agreement or any course of dealing between the
parties.
13.5. Governing Law; Consent to Jurisdiction. This
Agreement shall be governed by the laws of the State of
Delaware. Each party consents to the jurisdiction of the
Federal New York State courts sitting in NY City, NY State
(and the appellate courts to which judgments of such Federal
and State courts may be appealed), and agrees to commence
any litigation hereunder in one of those courts.
13.6. Waiver of Trial by Jury. Each party waives, to the
fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any action, suit or
proceeding arising out of this Agreement.
13.7. Entire Agreement; Third Party Beneficiaries.
This Agreement is the entire agreement between the parties
pertaining to its respective subject matter, and all written
or oral agreements, representations, warranties or
covenants, if any, previously existing between the parties
with respect to such subject matter are canceled. The
statements made by PPC on any of its Websites or otherwise
than in an express provision of this Agreement are not
representations or warranties and do not create contractual
obligations. If, prior to the date of this Agreement, the
parties have entered into a separate confidentiality
agreement and there is any conflict or inconsistency between
this Agreement and such separate confidentiality agreement,
the terms of this Agreement shall prevail and govern with
respect to the information provided pursuant to this
Agreement. Except as provided in Section 10 with respect to
the Released Parties, there are no third party beneficiaries
of this Agreement. Without limiting the generality of the
immediately preceding sentence, if this Agreement requires
that You refrain from acting in ways that may violate the
rights or otherwise harm third parties or requires that You
take an action (such as maintaining a privacy policy) that
may be considered to indirectly benefit third parties, that
requirement is included for the purpose of defining the
conditions upon which You are authorized to use any Network,
to permit PPC to terminate this Agreement or pursue other
remedies for its own benefit if You behave contrary to such
requirement and to insure that You will be responsible if
any claim is made against PPC by any third party because of
any of Your acts or omissions. Such requirement is not
intended, however, to create any right on the part of, or
any duty, obligation or liability on the part of PPC to, any
third party, including any obligation to monitor Your
compliance with any such requirement or take action if You
do not comply. To the extent that, under applicable law and
notwithstanding the foregoing statement of intent, the
inclusion of any such requirement in this Agreement is held
to create any such duty, obligation or liability or to
confer upon PPC any deemed control over You or
responsibility for Your acts or omissions, then such
requirement shall be deemed to be stricken from this
Agreement with the same effect as if it was never a part
hereof, without, however, affecting any of Your
indemnification obligations with respect to any claim
arising out of Your acts or omissions that would otherwise
violate such requirement or any of PPC rights or remedies
otherwise available.
13.8. Amendments and Waivers. Any amendments of this
Agreement must be in writing and signed by both parties. No
failure or delay in exercising any power, right, or remedy
under this Agreement shall operate as a waiver. A waiver on
the part of PPC, to be effective, must be written and signed
by an officer of PPC and physically delivered to You.
13.9. Remedies Are Cumulative. Unless otherwise
expressly stated in this Agreement, all remedies available
under or with respect to this Agreement (including any right
to terminate this Agreement granted in this Agreement) are
cumulative and in addition to all other remedies, if any,
available at law or in equity. The exercise of any right to
terminate this Agreement or suspend access or service
granted a party in this Agreement shall not result in a
breach of this Agreement by such party, and neither the
exercise of such right nor any consequence thereof shall
give rise to or be the basis for any claim by or liability
to the other party, whether in contract, tort or otherwise,
even if the terminating party was informed or aware of, or
otherwise could have anticipated the possibility of, such
consequence.
13.10. Public Statements. Any press release or other
public announcement by You regarding this Agreement or any
PPC Home Business or that mentions PPC shall require the
prior approval of PPC. You agree that You shall not
disparage PPC or any of the PPC Home Businesss.
13.11. Exercise of Discretion. Where this Agreement
states that any consent, approval, agreement or other
discretionary action on the part of PPC is in its
discretion, then such consent, approval, agreement or other
action can be withheld for any reason or no reason or
conditioned in any manner desired by such party, in each
case in such party's sole and absolute discretion.
13.12. Citizens or Residents Outside of the U.S.A.
Information PPC publishes on the Web may contain references
or cross references to PPC products, programs and services
that are not announced or available in Your country. Such
references do not imply that PPC intends to announce or make
available such products, programs or services in Your
country. PPC makes no representations or warranties that any
PPC Home Business, the Content on PPC Website (s),PPC
products or services are appropriate or available for use in
other locations, and access to or use of them from or in
territories where their Contents are illegal or where access
or use would subject PPC to taxes, laws or regulations that
otherwise would not apply or to the jurisdiction of any
court or other governmental authority to which it would not
otherwise be subject is prohibited. You are, in any event,
responsible for compliance with all laws and regulations
that apply to Your use of any Network or PPC products or
service.
The PPC Law
Division
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