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TrackNetPro Terms And Conditions:
The Terms And Conditions provided herein constitutes a legally binding Agreement (this "Agreement") between Click Marketing, Inc. which is a Minnesota Corporation hereinafter referred to as "TrackNetPro" and You hereinafter referred to as the "Client". When creating an account or becomming an affiliate with TrackNetPro, you the Client are stating that you agree to TrackNetPro's Terms And Conditions and that you have read and will comply with the terms and conditions of this Agreement as stated herein and furthermore you consent to be bound by this Agreement.
In compliance with and subject to this Agreement, TrackNetPro here by grants to the Client a revocable non-exclusive right and license, without right to sub-license, to use the services provided by TrackNetPro which includes but is not limited to our website located at www.tracknetpro.com, servers providing TrackNetPro's proprietary platform, systems or networks which provide our platform for the limited purposes as follows within this Agreement.
Use Of Services
If the Client markets, advertises or promotes any product or service for sale for the purpose of earning a referral commissions of the product's or service's sale price or generating sales of the product or service, the Client acknowledges, represents, warrants and agrees that:
1. The Client will make no such promotions that will involve the unlicensed or unauthorized use of or infringe upon any materials which are protected by copyright law, trademark law, patents or any other proprietary rights.
2. The Client will not engage in any activity that interferes with TrackNetPro's platform in tracking statistics, conversions or traffic flow of online users of TrackNetPro's services.
3. The Client will be fully compliant with all country, federal, state, province and local laws including all United States federal and state laws along with US Federal Trade Commission regulations guidelines and policies which govern consumer protection, advertising, false and deceptive sales practices. All communications and representations made or produced by the Client in relation to any product or service the Client is promoting through TrackNetPro's services will be accurate and will contain all disclosures and disclaimers which are necessary by law preventing false or deceptive practices.
4. The Client will provide a valid contact email address where TrackNetPro may contact you without complications.
5. TrackNetPro does not assume any liability, responsibility nor guarantees the efficiency, completeness or accuracy of such information in regards to prizes, bonuses or any other type of incentives that may be offered by the Client when using TrackNetPro's services. Any use of information provided by a Client using TrackNetPro's services is a responsibility of the Client and does not involve TrackNetPro.
6. TrackNetPro reserves the right to review any type of promotion by the Client and the Client understands that TrackNetPro may demand changes at its sole discretion related to content used in such promotions.
7. Client shall take sole responsibility of any and all legal complaints or violations in association with any product or service listed by the Client using TrackNetPro's services and shall notify TrackNetPro immediately upon receiving such complaints within one business day. Client furthermore will be responsible for cost or expenses incurred from such a complaint or violation and will take the necessary and appropriate actions and/or steps to respond and resolve such complaints and/or violations.
8. Any product or service marketed utilizing TrackNetPro's services will not involve any type unacceptable product including but not limited to any unlicensed proprietary content, promissory notes, transfer of monetary funds, lottery tickets, sweepstakes, offers securities, titles or deeds, rebates or coupons, gift certificates, vouchers, cash accounts, gambling or wagering, pornography or pornographic materials, warez, transfer of copyrighted media, pirating tools, hacking tools, anonymous proxies or socks 4/5, bot software or services, spyware, event tickets or reservations, shell accounts, spamming tools, password lists, fake identifications, academic work or term papers, chain or pyramid schemes, encouraging discrimination, encouraging violence, encouraging hatred, encouraging criminal activity, encouraging racism, encouraging victimization, encouraging revenge or any other product or any other service deemed by TrackNetPro as unacceptable.
9. TrackNetPro may terminate any Client's campaigns related to a product or service at any time that is utilizing TrackNetPro's online services without notice or cause to the Client at its sole discretion without any penalty or liability from the Client.
PROMOTING BY EMAIL
If the Client is sends or is involved in sending any type of electronic messages or communications which includes instant messaging, emails, etc. hereinafter referred to as "Emails" associated or in connection with, either directly or indirectly, promoting a product or service listed with TrackNetPro's services, the Client acknowledges, represents, warrants and agrees that all Emails associated with such promotion shall be fully compliant with all applicable federal, state and local laws including but not limited to the Children's Online Privacy Protection Act ("COPPA") along with the Controlling The Assault Of Non-Solicited Pornography And Marketing Act ("CAN-SPAM Act") without exceptions. Without limitation the Client shall not:
1. Send or be directly or indirectly involved in the sending of any Email to any individual that has not appropriately requested to receive such email from the Client for the purposes of promoting a product or service utilizing or associated with TrackNetPro's services using software or other outside services involving unsolicited emails or posts used in spamming blogs, message boards, auction sites, online classified sites, newsgroups, forums or any other type of online similar service.
2. Send or be directly or indirectly involved in the sending of any Email to any individual that has requested to be removed from receiving further Emails from the Client.
3. Send or be directly or indirectly involved in the sending of any Email that involves incorrect or false information of using any type of deceptive practices involving the Email's subject or message related to the product or service the Client is promoting or fails to provide the Client's correct and accurate information.
4. Send or be directly or indirectly involved in the sending of any Email that involves fake, forged, invalid or incomplete Email message headers.
5. Send or be directly or indirectly involved in the sending of any Email that involves links related to websites that use cached windows or mousetraps that causing the website to reappear, brand new windows or resist a consumer's browser from exiting the website.
6. Send or be directly or indirectly involved in the sending of any Email that does not provide a valid functioning return Email address or link that allows an individual to "opt out" or be "removed" from receiving any further emails from the Client.
7. Send or be directly or indirectly involved in the sending of any Email that involves fraudulent activities in connection with the Email.
8. Send or be directly or indirectly involved in the sending of any Email that involves promoting a product or service utilizint or in association with TrackNetPro's services to, or attempts to collect information from, any individual under 18 years of age.
COPYRIGHT AND LICENSING
1. Contents and materials provided by TrackNetPro on websites owned and operated by TrackNetPro including but not limited to www.tracknetpro.com hereinafter referred to as the "Sites" are the property of TrackNetPro, affiliations or third party licensors and are protected by domestic and international copyright and trademark laws. Client may not and does not have the right to copy, reproduce, modify, transmit, distribute or alter in any manner such contents and materials including but not limited to text, code or graphics. Products, services, other content or publications referenced herein or within TrackNetPro's Sites which are not the property of TrackNetPro and are the property of their respective owners.
2. Client shall not copy, mirror or frame content or materials in association with TrackNetPro's Sites, attempt to derive or reverse engineer source materials owned and/or operated by TrackNetPro, interfere or attempt to hack or disrupt data or gain unauthorized access to data associated with TrackNetPro, attempt to hack or disrupt content or materials associated with TrackNetPro, use access to TrackNetPro's services for the purpose building a similar service or copying the functions and features of TrackNetPro, attempt to hack or disrupt TrackNetPro's systems or networks or attempt to use the services provided by TrackNetPro to violate the rights of an individual or any other unlawful purpose.
3. Client shall not use the name of TrackNetPro, its trademarks or any other proprietary materials or content owned and/or operated by TrackNetPro in any type of affiliation or association suggesting an endorsement from TrackNetPro without written consent from TrackNetPro.
4. Client shall be granted a revocable non-exclusive royalty free right to use the name "TrackNetPro" as a keyword, identifier, watermark, etc. as a part of this Agreement as long as the Client adheres to the Agreement in full and the Client does not misuse or misrepresent the "TrackNetPro" name at any time in an unlawful, false, libelous, threatening, obscene, racial, abusive or any other type of defamatory or profane manner.
5. The Client's failure to comply with the foregoing revocable non-exclusive royalty free right to use the name "TrackNetPro" shall constitute a breach of this Agreement in which the non-exclusive royalty free right shall be revoked and the Client will be held liable in which TrackNetPro will pursue the Client for any and all remedies and damages.
NON-DISCLOSURES AND CONFIDENTIALITY
1. Client understands and agrees that TrackNetPro may disclose to the Client proprietary or confidential information regarding TrackNetPro which includes but is not limited to statistical data or conversion data of other TrackNetPro Clients and Affiliates as deemed necessary to manage, control and promote TrackNetPro's services or display Affiliate rankings associated with TrackNetPro.
2. Client understands and agrees that the Client may not use any confidential information which is provided for the use of promoting or soliciting either directly or indirectly unless permission is granted by TrackNetPro and/or the third party in which the confidential information is proprietary to.
3. Client furthermore grants a non-exclusive royalty free right to reproduce and transmit information related to tracking campaigns and select contact information within public and private areas of TrackNetPro's Sites as deemed necessary by TrackNetPro to provide accurate information regarding TrackNetPro's services.
BANNING, SUSPENSION AND TERMINATION
TrackNetPro at its sole discretion may ban, suspend or terminate Clients account if TrackNetPro suspects the Client or has reason to believe that the Client has been either directly or indirectly involved with any of the following actions or practices:
1. Any type of illegal activity involving credit card fraud, bank fraud or consumer fraud that is a direct violation of any country, federal, state, province or local law that is currently in effect or enacted or amended hereinafter.
2. Any type of illegal activity or a direct violation against an individual's rights or an individual's proprietary property.
3. Any type of illegal activity that involves deceptive practices, misrepresentations, misleading or false statements that is a direct violation of country, federal, state, province or local law related to consumer protection.
4. Non-payment of TrackNetPro monthly fees that the Client is responsible for when utilizing TrackNetPro services.
5. Any type of violation against TrackNetPro terms or policies or any type of interference with TrackNetPro's business either directly or indirectly.
6. Any type of breach against any term within this Agreement by the Client including but not limited to representations, covenants or warranties made by the Client involving this Agreement.
If the Client should be banned or suspended from TrackNetPro, the Client understands and acknowledges that TrackNetPro will review the Client's account at its sole discretion in a manner decided by TrackNetPro in which the Client will cooperate. If the conclusion of the review reveals that misconduct has occurred by the Client, the Client will be responsible for any and all liable damages related to the misconduct and the Client's account with TrackNetPro will remain banned, suspended or possibly be terminated. In the event that the Client breaches any term within this Agreement, upon notice to the Client, TrackNetPro shall have the full right to immediately terminate this Agreement and the Client's rights to participate, use or access TrackNetPro's services. Upon termination the Client agrees to cease and desist from using any and all of TrackNetPro's services and understands that the provisions of this section, which in nature are intended to survive the termination of this Agreement shall survive the termination of this Agreement.
INDEMIFICATION
If the Client markets, advertises or promotes any product or service utilizing TrackNetPro, to the fullest extent permitted by law the Client acknowledges, represents, warrants and agrees that:
1. In any event that a third party or individual commences or pursues any action or claim, hereinafter referred to as "Claim", that is a result of the Client's use of TrackNetPro's services, the Client shall indemnify, defend and hold harmless TrackNetPro including but not limited to its officers, directors, representatives, licensors, heirs, successors, assigns, agents, employees and affiliates from any and all damages, cost or liabilities as a result of such a Claim.
2. In any event that TrackNetPro should receive a notice of any such Claim, TrackNetPro is entitled to indemnification by the Client and the Client will be notified in writing of any such Claim by TrackNetPro in which the Client will assume full responsibility and control of any such Claim at the Client's sole expense to defend and/or reach a settlement of any such Claim.
3. In any event that TrackNetPro should incur costs, legal fees or expenses related to any such Claim, TrackNetPro reserves the right to recover such costs, fees and expenses from the Client including but not limited to Claim damages, investigation costs, defense costs, reasonable attorney's fees, litigation costs and court costs.
LIMITATION OF LIABILITY
IN NO EVENT SHALL TRACKNETPRO, ITS HEIRS, SUCCESSORS OR ASSIGNS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING THE USE OR INABILITY TO USE TRACKNETPRO SERVICES. FURTHERMORE TRACKNETPRO, ITS HEIRS, SUCCESSORS OR ASSIGNS SHALL NOT BE HELD LIABLE FOR ANY TYPE OF PERSONAL INJURY, PROPERTY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER AS A RESULT FROM ACCESSING AND/OR USE OF TRACKNETPRO SERVICES. TRACKNETPRO SERVICES ARE PROVIDED FOR USE ON AN "AS IS" BASIS AND DOES NOT GUARANTEE THE TRACKNETPRO SERVICES OR SITES WILL BE FREE FROM INTERRUPTIONS, ERRORS, INACCURACIES OR OTHER OMISSIONS AND IS NOT LIABLE IN ANY WAY FOR LOSS OF INFORMATION, LOSS OF PROFITS OR BUSINESS INTERRUPTION. TRACKNETPRO IS NOT RESPOSIBLE AND WILL NOT BE HELD LIABLE FOR TROJANS, VIRUSES OR OTHER HARMFUL FILES OR PROGRAMS WHICH MAY BE TRANSMITTED UNKNOWINGLY THROUGH TRACKNETPRO SERVICES, WHETHER OR NOT TRACKNETPRO IS NOTIFIED OR ADVISED OF SUCH POSSIBLE FILES OR PROGRAMS. THIS LIMITATION OF LIABILITY PROVIDED HEREIN IS DEEMED A PART OF THIS AGREEMENT AND IT IS AGREED THAT THE LIMITATION OF LIABILITY INCLUDING SPECIFIED DISCLAIMERS WILL SURVIVE IF FOUND THAT THE LIMITATION OF LIABILITY HAS FAILED ITS ESSENTIAL PURPOSE. BECAUSE SOME COUNTRY, FEDERAL, PROVINCE AND STATE JOURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, IT IS AGREED THAT THE LIABILITY OF TRACKNETPRO SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW IN SUCH A JOURISDICTION.
GENERAL
1. This Agreement does not create any type of relationship whatsoever between TrackNetPro and the Client. Client agrees that any and all information submitted to TrackNetPro by the Client while using TrackNetPro's services which is published on TrackNetPro's Sites does not constitute a shift in responsibility to TrackNetPro from the Client. Client shall not represent to any individual or third party at any time that the Client is TrackNetPro, an agent of TrackNetPro or any other type of similar status.
2. Client agrees that this Agreement will be governed by Minnesota law within the state of Minnesota. Any other such laws, regulations or rules that would result in the application of jurisdictional laws outside of the state of Minnesota related to this Agreement must be brought exclusively to federal and/or state courts located in St Paul, Minnesota. The Client hereby agrees to and submits to the jurisdiction and venue indicated herein and waives any and all objections against the jurisdiction and venue. FURTHERMORE THE CLIENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY INVOLVING ANY TYPE OF ACTION, CLAIM, COUNTERCLAIM, PROCEEDING OR SUIT IN RELATION TO THIS AGREEMENT.
3. If any term or provision within this Agreement is determined unenforceable or invalid by any court, the unenforceable or invalid term or provision shall be excluded as a part of this Agreement while the validity of the remaining terms and provisions shall remain in full force and not be affected. Furthermore the courts may substitute the unenforceable or invalid term or provision with a valid term or provision that secures the same intentions as the original term or provision. In any event the remainder of this Agreement which is not directly affected by such a finding of an invalid term or provision, the remainder of the Agreement will be enforced to the fullest extent as permitted by law.
4. In the event that TrackNetPro should waive or fail to exercise any right provided within this Agreement, it will not constitute a waiver of any further rights hereunder. The rights set-forth within this Agreement of TrackNetPro are cumulative rights and are in addition to any other rights available by law to TrackNetPro.
5. TrackNetPro shall not and will not be held responsible by the Client for failed performance, delays, etc. that result from an act of God, fire, earthquake, flood, power failure, act of war, riots, terrorism, epidemics, strikes or any other disaster whether natural or manmade where failure to perform is beyond the control of TrackNetPro and is not caused by TrackNetPro.
6. Client acknowledges and agrees that any breach of this Agreement may cause immediate and/or irreparable harm to TrackNetPro which may not be fully compensated with money damages in which TrackNetPro may seek additional equitable relief as a remedy and such relief may be sought after in federal and/or state courts within the state of Minnesota or any other jurisdiction at TrackNetPro's sole discretion and the Client hereby waives any objection to the jurisdictional venue. Furthermore any such relief shall be in addition to any appropriate relief awarded to TrackNetPro as monetary damages.
This Agreement will be governed by the laws of the United States and the state of Minnesota, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Washington County, Minnesota and the Client irrevocably consents to the jurisdiction of such courts. You may not assign this Agreement by operation of law or otherwise, without prior written consent from TrackNetPro. This Agreement will be binding on, inure to the benefit of, and enforceable against the Client and their respective successors and assigns. TrackNetPro's failure or agreement not to enforce affiliates strict performance of any provision of this Agreement in a given instance will not constitute a waiver of TrackNetPro's right to subsequently enforce such provision or any other provision of this Agreement. TrackNetPro reserves the right to amend this Agreement at any time and notice of such changes will be provided to the Client on TrackNetPro Sites and the Client's continued use of TrackNetPro's services will constitute an acceptance of any revisions. Client agrees to periodically review this Agreement on TrackNetPro's Sites to be informed of such changes.
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