PreBuilt Marketing Back Office

Last Updated: Friday, July 27, 2018

Welcome, and thank you for your interest in PreBuilt Marketing, LLC (“PreBuilt Marketing,” “we,” or “us”) and our website at http://www.prebuiltmarketing.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and PreBuilt Marketing regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PREBUILT MARKETING’S PRIVACY POLICY AND ANY ADDITIONAL TERMS AND POLICIES PREBUILT MARKETING MAY PROVIDE FROM TIME TO TIME (TOGETHER, THESE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND PREBUILT MARKETING’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PREBUILT MARKETING AND BY YOU TO BE BOUND BY THESE TERMS.

Please read the PreBuilt Marketing Privacy Policy (http://www.prebuiltmarketing.com/privacypolicy) carefully for information relating to our collection, use, storage, disclosure of your personal information. The PreBuilt Marketing Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

ARBITRATION NOTICE

Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PREBUILT MARKETING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16).

PreBuilt Marketing Service Overview

The Service provides an AI social media management tool that enables users to use artificial intelligence to create, release posts on social platforms at a scheduled time, in addition to other design and analytics tools to help bolster users’ social media content.

Eligibility

You must be at least [18] years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least [18] years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity’s behalf.

Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [email protected].

General Payment Terms

Using our Service will require you to pay fees upon registering. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. Fees vary based on the plan, with different pricing schemes for customers and Independent PreBuilt Marketing Brand Partners.

4.1 Price

PreBuilt Marketing reserves the right to determine pricing for the Service. PreBuilt Marketing will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information, located here: https://www.prebuiltmarketing.com. PreBuilt Marketing may change the fees for any feature of the Service, including additional fees or charges, if PreBuilt Marketing gives you advance notice of changes before they apply. PreBuilt Marketing, at its sole discretion, may make promotional offers with different features and different pricing to any of PreBuilt Marketing’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize PreBuilt Marketing to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by PreBuilt Marketing, to the payment method specified in your account. If you pay any fees with a credit card, PreBuilt Marketing may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.3 Subscription Service and Cancellation Policy

The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize PreBuilt Marketing to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee”, please see our Pricing page. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by accessing your account and going to the My Billing page and clicking on the "Cancel" option or by contacting us at: [email protected]

4.4 Delinquent Accounts

PreBuilt Marketing may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

Licenses

5.1 Permission to Use

Subject to your complete and ongoing compliance with these Terms, PreBuilt Marketing grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for your personal, internal use during the Term at the level of service for which you have paid all applicable Fees.

5.2 Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. You may not use the Service on behalf of any third party, or in a service bureau or similar capacity.

5.3 Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant PreBuilt Marketing an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

Ownership; Proprietary Rights

The Service is owned and operated by PreBuilt Marketing, LLC. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service (“Materials”) provided by PreBuilt Marketing are protected by intellectual property and other laws. All Materials included in the Service are the property of PreBuilt Marketing or its third party licensors. Except as expressly authorized by PreBuilt Marketing, you may not make use of the Materials. PreBuilt Marketing reserves all rights to the Materials not granted expressly in these Terms.

Third Party Terms

7.1 Third Party Services and Linked Websites

PreBuilt Marketing provides tools through the Service that enable you to import and export information, including User Content, to and from third party services, including through features that allow you to link your account on PreBuilt Marketing with an account on a third party social network service, such as Twitter or Facebook. By using one of these tools, you agree that PreBuilt Marketing may transfer that information to and from the applicable third party service. Third party services are not under PreBuilt Marketing’s control, and PreBuilt Marketing is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under PreBuilt Marketing’s control, and PreBuilt Marketing is not responsible for their content.

7.2 Third Party Software

The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

User Content

8.1 User Content Generally

Certain features of the Service may permit users to upload content to the Service, including social media posts and other content which may be comprised of messages, reviews, photos, video, images, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. Nevertheless, we need certain permission from you in order to provide the Service.

8.2 Limited License Grant to PreBuilt Marketing

By providing User Content to or via the Service, you grant PreBuilt Marketing a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

8.3 Limited License Grant to Other Users

By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

8.4 User Content Representations and Warranties

PreBuilt Marketing disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize PreBuilt Marketing and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by PreBuilt Marketing, the Service, and these Terms;
b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause PreBuilt Marketing to violate any law or regulation; and
c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
d) your User Content does not and will not contain Hateful Content, a Threat of Physical Harm, or Harassment

The following serves as a guide to help illustrate generally the types of content that fall within the scope of PreBuilt Marketing’s policy on Hateful Content, Threats of Physical Harm, and Harassment, but is not exhaustive. This Section 8.4(d) does not limit any of our other rights or remedies provided herein. For the avoidance of doubt, your User Content may not include, and PreBuilt Marketing may remove or refuse to publish or promote any User Content that violates the terms or policies of any third party platform with which PreBuilt Marketing’s Services integrate or interoperate.

Hateful Content includes:

Any statement, image, photograph, or other content that in our sole judgment could be reasonably perceived to harm, threaten, demean, promote the harassment of, promote the intimidation of, or promote the abuse of others for any reason, including by reason of race, gender or gender identity, national origin, sexual orientation, religion, or otherwise.

A Threat of Physical Harm includes:

Any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others, including references to current or historical figures or groups that are known for purporting such content, such as the Ku Klux Klan, Nazi Party, and the like.

Harassment includes:

Revealing someone’s personal information, also known as “doxxing”.
Online stalking, and bullying.
Wishes for physical harm directed at a person or persons.
Incitement of others to any of the previous items.

We reserve the right to suspend or terminate accounts and remove individual posts which contain Hateful Content, a Threat of Physical Harm, or Harassment.

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

An organization which has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content, Harassment, or A Threat of Physical Harm.
A person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content, Harassment, or A Threat of Physical Harm.

Notwithstanding the foregoing, we reserve the right to screen, remove, edit, or block any User Content we find in violation of the Terms or that we find, in our sole discretion to be otherwise objectionable, at our sole discretion.

8.5 User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. PreBuilt Marketing may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against PreBuilt Marketing with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PreBuilt Marketing does not permit copyright-infringing activities on the Service.

8.6 Monitoring Content

PreBuilt Marketing does not control and does not have any obligation to monitor: (a) User Content; (ii) any content made available by third parties; or (iii) the use of the Service by its users. You acknowledge and agree that PreBuilt Marketing reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time PreBuilt Marketing chooses to monitor the content, PreBuilt Marketing still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

use the Service for any illegal purpose or in violation of any local, state, national, or international law;
violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) hacking, password “mining” or using any other illegitimate means of interference;
modify or create derivatives of any part of the Service;
interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
take action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service of PreBuilt Marketing’s systems or networks, or any systems or networks connected to the Service or PreBuilt Marketing;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.

Digital Millennium Copyright Act

10.1 DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

PreBuilt Marketing, LLC
ATTN: Legal Department (Copyright Notification)
P 284 C East Lake Mead Parkway PMB157

Ste 106 Las Vegas NV 89135
Email: [email protected]

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

10.2 Repeat Infringers

It is PreBuilt Marketing’s policy to promptly terminate the accounts of users that are determined by PreBuilt Marketing to be repeat infringers.

Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications will become effective upon the earlier of (a) your acceptance of the modified Terms, (b) your use of the Service with actual knowledge of the modified Terms, or (c) thirty (30) days following our publication of the modified Terms through the Service. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Term, Termination and Modification of the Service

12.1 Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.

12.2 Termination

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, PreBuilt Marketing may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time as provided in Section 4.3 or by contacting customer service at [email protected].

12.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay PreBuilt Marketing any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 12.3, 13, 14, 15, 16 and 17 will survive.

12.4 Modification of the Service

PreBuilt Marketing reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. PreBuilt Marketing will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. Service fees are not refundable.

Indemnity

You are responsible for your use of the Service, and you will defend and indemnify PreBuilt Marketing and its officers, directors, employees, consultants, affiliates, independent brand partners, subsidiaries and agents (together, the “PreBuilt Marketing Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PREBUILT MARKETING DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PREBUILT MARKETING DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PREBUILT MARKETING DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PREBUILT MARKETING ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PREBUILT MARKETING ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

HOWEVER, PREBUILT MARKETING DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT PREBUILT MARKETING IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PREBUILT MARKETING ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PREBUILT MARKETING ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 16.4(iii) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PREBUILT MARKETING ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO PREBUILT MARKETING FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $127.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration

16.1 Generally

In the interest of resolving disputes between you and PreBuilt Marketing in the most expedient and cost effective manner, and except as described in Section 16.2, you and PreBuilt Marketing agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PREBUILT MARKETING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.2 Exceptions

Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3 Arbitrator

Any arbitration between you and PreBuilt Marketing will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting PreBuilt Marketing. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

16.4 Notice of Arbitration; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). PreBuilt Marketing’s address for Notice is: PreBuilt Marketing, LLC, 3595 S Town Center Dr Ste 106, Las Vegas NV 89135. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or PreBuilt Marketing may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or PreBuilt Marketing must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, PreBuilt Marketing will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by PreBuilt Marketing in settlement of the dispute prior to the arbitrator’s award; or (iii) $10,000.

16.5 Fees

If you commence arbitration in accordance with these Terms, PreBuilt Marketing will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Ellis County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse PreBuilt Marketing for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

16.6 No Class Actions

YOU AND PREBUILT MARKETING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and PreBuilt Marketing agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.7 Modifications to this Arbitration Provision

If PreBuilt Marketing makes any future change to this arbitration provision, other than a change to PreBuilt Marketing’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to PreBuilt Marketing’s address for Notice of Arbitration, in which case your account with PreBuilt Marketing will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.8 Enforceability

If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.1 will govern any action arising out of or related to these Terms.

General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and PreBuilt Marketing regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.1 Governing Law

These Terms are governed by the laws of the State of Nevada without regard to conflict of law principles. You and PreBuilt Marketing submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Clark County, Nevada for resolution of any lawsuit or court proceeding permitted under these Terms.

17.2 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.3 Contact Information

The Service is offered by PreBuilt Marketing, LLC located at 3595 S Town Center Dr Ste 106, Las Vegas NV 89135. You may contact us by sending correspondence to that address or by emailing us at [email protected]. You can access a copy of these Terms by clicking here: http://www.prebuiltmarketing.com/terms-of-use

17.5 International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MYDIGITIALCLIENTS, LLC ("Company"). BY SUBMITTING THE ONLINE APPLICATION, AND BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview

This Agreement contains the complete terms and conditions governing your relationship with the Company and, if applicable, your participation in the MDC DOT Affiliate Program (the "Program"). The purpose of this Agreement is to allow HTML linking between your web site and the MDC DOT web site for the purpose of referring potential customers to MDC DOT. Please note that throughout this Agreement, "we," "us," and "our" refer to MDC DOT, and "you," "your," and "yours" refer to the Affiliate. Your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure of the Affiliate to observe the terms and conditions of this Agreement, the privacy policy or acceptable use policy posted on Company's Site will disqualify Affiliate from participating in the Program. Publisher shall promptly notify Company in the event of a material change in its business practices or strategy. Approval may be withdrawn by Company, at any time for any reason.

Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the MDC DOT website. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We will reject your application or cancel an existing affiliate account if we determine that you or your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes "MDC DOT" or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. Promotes get-rich-quick schemes that have no tangible business value.

You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are MDC DOT or any other affiliated business. 2.2. All affiliates that send advertisements via email must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Consumer opt-in date; (b) Registration source; (c) First name; (d) Last name; (e) Email address; (f) Privacy Policy of Source Site; (g) Any other information collected; and (h) affiliate will supply such records to Company within one (1) business day of a request.

Unless otherwise approved in writing by Company, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
Affiliates may not bid on any variations of MDC DOT brand terms in any keyword based pay-per-click search engines, including, without limitation, Google and Bing.
Affiliate websites must be fully functional at all levels;
Affiliate's policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
Spawning process pop-ups are prohibited; and
Spawning such other criteria as Company may from time to time determine, in its sole discretion.

All affiliates shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. Company reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program. 2.3. As a member of MDC DOT's Affiliate Program, you will have access to Affiliate Portal. Here you will be able to review our Program's details and currently active campaigns, download HTML code for text links and banner creatives (that provide for links to landing pages within the MDC DOT web site). In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. 2.4. MDC DOT reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you. 2.5. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date, for compliance with these terms of use, for compliance with applicable law, and/or to notify you of any changes that we feel should enhance your performance. 2.6. It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights. 2.7. It is your obligation to review the Terms of Service for the Affiliate Program regularly. You must stay aware of any changes to the MDC DOT Affiliate Terms of Service, although MDC DOT will use its reasonable efforts to notify you of any changes.

MDC DOT Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. 3.2. Company actively monitors traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; fraudulent leads as determined and reported by Company's clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Programs. If you fraudulently add leads or clicks, or inflates leads or clicks by fraudulent traffic generation, as determined solely by Company, you will forfeit your entire commission for all Programs and your account will be terminated. In addition, in the event that you have already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from you. MDC DOT reserves the right to terminate this Agreement and your participation in the MDC DOT Affiliate Program immediately and without notice to you should you commit fraud in your use of the MDC DOT Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, MDC DOT shall not be liable to you for any commissions for such fraudulent sales.

Term and Termination

This Agreement will begin upon our acceptance of your affiliate application, and will continue unless terminated hereunder. Either you or we may end this Agreement on three (3) business days' written advance notice to the other party, with or without cause Termination notice may be provided via email and will be effective immediately, including that you must immediately cease all advertising activities. All moneys then due will be paid during the next billing cycle, subject to any final accounting.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, (which may be provided by email to the email address provided in the course of your registration with the Company). Modifications may include, but are not limited to, changes in the payment procedures and the MDC DOT Affiliate Program rules. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following the email of the change notice and the new Agreement on our site will indicate your agreement to the changes.

Commissions & Payment

6.1. MDC DOT is a 2 Tier PPS (pay-per-sale) affiliate program. We pay affiliates 30% recurring commission on referred customers (Tier 1). Affiliates are allowed to invite others to be affiliates of MDC DOT and will receive 5% recurring commissions on the referred customers from your referred affiliate (Tier 2). 6.2. Affiliates are paid about every 31 days by a company check, approximately 15 days after the prior period, provided that Company may, in its discretion, withhold payments until such time as its clients have paid Company for the Program. In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you. All payments are made in U.S. dollars only. 6.3. Company shall compile, calculate and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by you. 6.4. MDC DOT will only pay Affiliates for commissions that are earned and tracked through their termination as an Affiliate. Any Affiliate that is removed from the program because of non-compliant behavior will not receive commissions from any referred customers. 6.5. As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service). Commissions will not processed until MDC DOT receives the affiliates W-9 form. 6.6. Currently MDC DOT pays all commissions via PayPal only until an affiliate reaches $5,000 in commissions. Commission payments over $5,000 will be paid by check. All affiliates are responsible for setting up thier PayPal account. All PayPal fees will be deducated from an Affilaites commission payment upon processing through PayPal.

Access to Affiliate Control Panel

We will create, and email you a link so that you may enter your secure affiliate account interface. You may not share your password with any other person. You are responsible for any actions taken through the use of your password.

Promotion Restrictions

8.1. You are free to promote your own websites, but any promotion mentioning MDC DOT could be perceived by the public or the press as a joint effort. To avoid confusion, the following promotional restrictions are to be followed by all participating affiliates. Certain forms of advertising are always prohibited by MDC DOT. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote MDC DOT so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote MDC DOT so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from MDC DOT and its clients. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the MDC DOT Affiliate Program. Any pending balances owed to you will not be paid if your account may be forfeited because of unacceptable advertising. 8.2. Affiliates that advertise among other keywords or exclusively bid in their pay-per-click campaigns on keywords such as MDC DOT, MDC DOT.com, www.MDCDOT.com, MDC DOT Solo, and/or any misspellings or similar alterations of these - be it separately or in combination with other keywords - will be considered trademark violators, and will be banned from MDC DOT's Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such pay-per-click bidding behavior. 8.3. Affiliates are prohibited from keying in prospect's information into the lead form with the intent of misrepresenting or falsifying leads. 8.4. Affiliate shall not transmit any so-called "interstitials," "Parasitewareâ„¢," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant's site (i.e., no page from our site or any MDC DOT's content or branding is visible on the end-user's screen). As used herein a. "Parasitewareâ„¢" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, AOL and similar search or directory engines); (c) set commission tracking cookies through loading of MDC DOT's site in IFrames, hidden links and automatic pop ups that open MDC DOT's site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 8.5. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. For example, all endorsements, reviews, testimonials on MDC DOT's products and services, as well as relationships between other types of content websites (forums, blogs, microblogs and other Social Media channels) and MDC DOT must be clearly disclosed in a separate policy on the affiliate sites. The FTC has noted that "when there exists a connection between the endorser and the seller of the advertised product" it is imperative that such connection is "fully disclosed". FTC also scrutinizes that relationship as an endorser-sponsor light, and believes that the end user has the right to understand that an endorser-sponsor relationship exists full text here. We share the concept and concern of the FTC's approach, and will not tolerate any affiliates that fail to adhere to the FTC's guidance. We reserve the right to terminate our relationship with any non-compliant affiliates. 8.6. MDC DOT affiliates are rewarded for networking and bringing in new customers through their own marketing efforts. MDC DOT prohibits affiliates from utilizing their affiliate link to refer their own customer account(s) to receive commission. This also includes accounts that are not under their name but are paid for using a payment medium that they own. This includes forms of online payment (Credit/Debit cards) but also checks and money orders.

Grant of Licenses; Confidentiality

9.1. Company grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of MDC DOT's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of MDC DOT and the good will associated therewith (including any data derived from the Program) will inure to the sole benefit of MDC DOT. Confidentiality. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement "Confidential Information" includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Publisher agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

MDC DOT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MDC DOT SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MDC DOT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that: 11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; 11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless MDC DOT and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site. You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.

Miscellaneous

14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and MDC DOT. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other of site or otherwise, that reasonably would contradict anything in this section. 14.2. Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party). 14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws and principles thereof. Further, the parties hereby consent to the general jurisdiction of the federal and state courts located in Dallas, Texas and agree that any action or proceeding concerning this Agreement shall be brought exclusively in such courts. 14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. 14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

ACCOUNT SIGN UP

YOUR MONTHLY SUBSCRIPTIONS:

GENERAL INFORMATION:

CREDIT CARD INFORMATION: