Online Shop Freak.com™ Online Standard Terms and Conditions
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR THE ONLINE SHOP FREAK.COM ONLINE PROGRAM. PARTICIPATION IN THE ONLINE SHOP FREAK.COM ONLINE PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE ONLINE SHOP FREAK.COM ONLINE PROGRAM.
- This agreement (“Agreement“) between You and Online Shop Freak.com Inc. (“Online Shop Freak.com“) consists of these Online Shop Freak.com Online Program (the “Program“) Standard Terms and Conditions (“Terms and Conditions“). A description of the Program, as generally offered by Online Shop Freak.com, is available at the Program Frequently Asked Questions (“FAQ“) or such other URL as Online Shop Freak.com may provide from time to time. “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
2) Error or Mistake by Online Shop Freak.com: Online Shop Freak.com sincerely appreciates your consideration and patronage. We believe we provide unparalleled service in the industry at a more than fair cost to your business. Online Shop Freak.com reserves the sole and exclusive right to determine after written notice, that if at any time during the service agreement period, Online Shop Freak.com was negligent and/ or an error occurred in our mutually agreed service to you and your business that Online Shop Freak.com will determine what it will require to solve the issue and provide the necessary “fix” to compensate for the error within 72 hours. Our goal is to provide our clients with superior service and to be satisfied with the service provided.
3) Refund Policy: Most of the expenses are accrued in the beginning of the marketing campaign and consistently at the beginning of each billing cycle. The Company literally invests the time, as well as internal and outside the Company resources throughout the campaign. Consequently, it is our policy “NO REFUNDS” once payment is made for monthly, quarterly, or yearly the listing will be established and supported for that time period. The expenses were incurred so the company needs to be paid to cover those expenses. No exceptions!
4) Reoccurring Charges: Reoccurring charges are applied based on your listing package/service agreement whether same day, monthly, quarterly, or yearly. Re-occurring charges will be debited from your account on the agreed cycle date for each billing cycle.
5) Listing/Service Cancellation: All cancellations of service must be requested no later than 5 business days before the reoccurring billing date. Although your email notification of cancellation will be accepted Online Shop Freak.com is not responsible for the client’s delivery and receipt of said notification, it is also suggested that written cancellation be forwarded to Online Shop Freak.com. Your service will continue to the end of the billing cycle regardless of your cancellation request.
6) Service Change requests: All change requests will be initiated 24 hours and completed within 72 hours from the date the change request form is submitted to Online Shop Freak.com.
7) Service Change Request Charges: Any change requests that exceed the allotted amount included within the selected listing packages/service agreement will be made at a fee of $15.00 per change request.
8) Payment Delinquency: Any payment delinquency resulting in missed payment will result in listing suspension; re-activation based off of missed payment will hold a charge of $25.00 per occurrence. No exceptions.
9) Confidentiality. You agree not to disclose Online Shop Freak.com Confidential Information without Online Shop Freak.com’s prior written consent. “Online Shop Freak.com Confidential Information” includes without limitation: (a) all Online Shop Freak.com software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Property performance in the Program provided to You by Online Shop Freak.com; and (c) any other information designated in writing by Online Shop Freak.com as “Confidential” or an equivalent designation. Online Shop Freak.com Confidential Information does not include information that has become publicly known through no breach by You or Online Shop Freak.com, or information that has been (i) independently developed without access to Online Shop Freak.com Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
10) No Guarantee. Online Shop Freak.com makes no guarantee regarding the level of impressions of Ads or clicks on any Ad or Referral Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, Online Shop Freak.com does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Online Shop Freak.com’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Online Shop Freak.com (or its wholly owned subsidiaries) or Your servers are located or co-located.
11) No Warranty: Online Shop Freak.com MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON- Online Shop Freak.com CONTENT, Online Shop Freak.com SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.
12) Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE SERVICE PACKAGE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) Online Shop Freak.com’s AGGREGATE LIABILITY TO Online Shop Freak.com’s PUBLISHER OR SUB-CONTRACTED SERVICE PROVIDER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY TO PUBLISHER DURING THE PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
13) Right to Refuse Service: Online Shop Freak.com reserves the right to refuse service to anyone. In the unlikely event of a dispute, Online Shop Freak.com will attempt to settle all disputes in a timely and peaceful manner and we expect the same commitment to a peaceful solution from all our clients. However, if Online Shop Freak.com determines that attempts to settle the dispute are at an impasse Online Shop Freak.com will notify the client in writing of the determination to cease and desist service at the end of the service agreement cycle by USPS Registered Mail.
14) Service or Billing Disputes: It is mutually agreed that ALL service or billing disputes will be discussed and resolved between the parties. All disputes must be submitted in writing and resolved within 30 days of receipt of notice from the Client to Online Shop Freak.com. The Parties agree to make every attempt to settle any dispute peacefully and confidentially.
15) Publicity. You agree that Online Shop Freak.com may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. If You wish to use Online Shop Freak.com’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features“), You may do so, so long as such use is in compliance with this Agreement and in compliance with Online Shop Freak.com’s then current Brand Feature use guidelines, and any content contained or referenced therein.
16) Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Online Shop Freak.com to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that if Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
17) Your Obligation to Indemnify. You agree to indemnify, defend and hold Online Shop Freak.com, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of this Agreement.
18) Online Shop Freak.com Rights. You acknowledge that Online Shop Freak.com owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Online Shop Freak.com’s ad serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by Online Shop Freak.com from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Service Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Online Shop Freak.com services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter Online Shop Freak.com’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Online Shop Freak.com services, software, or documentation (including without limitation the display of Online Shop Freak.com’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or Referral Buttons, as applicable). “Intellectual Property Rights” means any and all rights existing from time to time under private contract law, patent law, copyright law, copyclaim, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
20) Miscellaneous. This Agreement shall be governed by the laws of Arizona, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Maricopa County, Arizona. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Online Shop Freak.com. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Online Shop Freak.com. Notwithstanding the foregoing, Online Shop Freak.com may assign this Agreement to any affiliate at any time without notice. The relationship between Online Shop Freak.com and You is not one of a legal partnership relationship, but is one of independent contractors.