This web page contains the complete terms and conditions that
apply to your participation as a member in the member program
of MyGypsyBug.com website and the establishment of links from
your member website and/or email messages to our website's
MyGypsyBug.com. As used in this Agreement, "we",
"our" or "us" means MyGypsyBug.com member
Network, "you" or "your" means the applicant,
and "Services" means any item or product or service
offered for sale by us on the MyGypsyBug.com website.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND "MyGypsyBug.com".
BY SUBMITTING THE ONLINE member APPLICATION, YOU (IF YOU
ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR
COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE
"member") AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT
CAREFULLY BEFORE ACCEPTING ITS TERMS.
ENROLLMENT IN THE PROGRAM: To begin the enrollment process,
you will submit a complete member Program Application via
our website. We will process your application and you will
immediately be issued self replicating web pages with a
corresponding member ID number for MyGypsyBug.com. We may
reject your application if we determine (in our sole discretion)
that you have a record of bad business practices such as
spam and abuse.
Any person UNDER the age of 18 years can not participate
in MyGypsyBug.com. You must be eighteen years of age or
older to participate in MyGypsyBug.com
You understand that MyGypsyBug.com is the first fully optimized
web site on the internet, it is optimized on your behalf
with your permissions. By submitting the web site application
you are agreeing to and that you are aware that your contact
information WILL BE DISPLAYED on your MyGypsyBug.com website.
We are here to promote you and the GypsyBug.com advertising
program as with you sponsor "[FIRSTNAME[ Genovese
Eugene Oregon [PHONENEMBER] ceo@my-city-mail.com address and all information
can and will be used in optimizing your MyGypsyBug.com website.
We will also copy write this website in your name and load
a complete set of web documents into your accounts own individual
directory on our server. You also agree to and acknowledge
you are aware we place on all free web site advertising
to cover our server costs, this does not apply to website's
that are non advertising paid subscriptions.
CORRECT MEMBER CONTACT EMAIL ADDRESS: All members of MyGypsyBug.com
are required to keep a current, active email address registered
in their member profile with MyGypsyBug.com at all times.
Failure to keep your email address up-to-date in your member
profile will result in immediate suspension or cancellation
of your MyGypsyBug.com membership.
ACCEPTANCE OF NON SPAM NEWSLETTERS, NOTICES, AND OTHER
COMPANY ELECTRONIC MAILINGS: Registering as a member with
MyGypsyBug.com requires you accept all newsletters, notices
and other company electronic mailings. If you do not wish
to receive these electronic communications, DO NOT sign
up as a MyGypsyBug.com member. False SPAM complaints will
result in legal action for damages, costs and interrupted
revenue.
SPAM POLICY: MyGypsyBug.com operates on a 'ZERO TOLERANCE'
SPAM Policy for their members. No ads or promotions submitted
to news groups or bulletin boards may contain a direct link
to any of MyGypsyBug.com site(s). Your promotional campaigns
of MyGypsyBug.com shall be through legal and legitimate
mediums. Any SPAM complaints will result in immediate termination
of your member account and legal action for damages, costs
and interrupted revenue will immediately be registered.
UTILIZING OUR LINKS FROM YOUR SITE: As a member site, we
will make available to you banner advertisements, button
links, and/or text links to our site, containing MyGypsyBug.com
logos and/or words identifying MyGypsyBug.com (each of these
links sometimes being referred to herein as "Links,"
or individually as a "Link"), which subject to
the terms and conditions hereof, you may display on your
personal or business website. In utilizing the Links, you
agree that you will cooperate fully with us in order to
establish and maintain such Link or Links. All member Sites
shall display such graphic images prominently throughout
their site as they see fit. A Link may only be modified
and/or expanded with our consent. Each Link connecting users
of your site to our site, will in no way alter the look,
feel or functionality of our site. Links to our site shall
in no way be set up so that the MyGypsyBug.com site is "captured"
within a frame of your website. We have the right in our
sole discretion to monitor your site at any time and from
time to time to determine if you are in compliance with
the terms of this Agreement.
ORDER PROCESSING: We will be responsible for providing
all information necessary to allow you to make appropriate
Links from your site to our site. However, all Links must
be approved by us. We will process orders and/or sales placed
by customers who follow the Links from your site to the
MyGypsyBug.com site. We reserve the right to reject orders
that do not comply with certain requirements which we may
establish from time to time. We will be solely responsible
for all aspects of membership orders and order processing
and fulfillment, including orders entry, payment processing,
cancellations, returns and related customer service. We
will track the volume and amount of sales generated by your
site and will make unedited reports, summarizing this sales
activity, available to you through your member back office
site. The form, content, and frequency of the reports may
vary from time to time at our discretion. To permit accurate
tracking, reporting, and fee accrual, you must ensure that
the Links between your site and our site are properly formatted.
(this is if we ever start selling any other product from
this system as of 12/01/06 we pass all clients to your GypsyBug.com
account)
POLICIES AND PRICING: Customers who buy Services or Products
through the member Program of MyGypsyBug.com will be deemed
to be customers of MyGypsyBug.com. Accordingly, all MyGypsyBug.com
rules, policies, and operating procedures concerning customer
purchases, customer advertising orders, customer service,
and sales will apply to those customers. We may change our
policies and operating procedures at any time. We will determine
the prices to be charged for products and services sold
under the member Program in accordance with our own pricing
policies. Product and services pricing and availability
may vary from time to time.
NON-EXCLUSIVE - Limited License and Use of MyGypsyBug.com
Logos and Trademarks: We grant you a non-exclusive, non-transferable,
revocable right to;
a] access our site through links solely in accordance with
the terms of this member Agreement, and;
b] solely in connection with such links, to use our logos,
trade names, trademarks and similar identifying material
(collectively "Licensed Materials"), solely for
the purpose of selling our services on your site(s) for
MyGypsyBug.com. You may not alter, modify or change the
Licensed Materials in any way. You are only entitled to
use the Licensed Materials to the extent you are a member,
in good standing, of MyGypsyBug.com member Program. You
shall not make any specific use of any Licensed Materials
for purposes other than selling our services for MyGypsyBug.com.
You agree not to use the Licensed Materials in any manner
that is disparaging or that otherwise portrays MyGypsyBug.com
in a negative light. We reserve all of our rights for the
Licensed Materials, and all other intellectual property
rights. We may revoke this license at any time by giving
you written notice in accordance with the provisions of
this member Program Agreement. You shall retain no rights
in and to the Licensed Materials. You shall not create,
publish, distribute or permit any written material that
makes reference to us, without first submitting such material
to us and receiving our written consent. This license shall
terminate upon the effective date of the termination of
this Agreement.
NON-EXCLUSIVE - Limited License and Use of members Logos
and Trademarks: You grant us a non-exclusive license to
utilize your names, titles and logos, trademarks (collectively
the "member Trademarks"), to advertise, market,
promote and publicize in any manner in accordance with our
rights hereunder. Not withstanding anything herein to the
contrary, we shall not be required to so advertise, market,
promote or publicize. You hereby represent and warrant that
you are the sole and exclusive owner of the member Trademarks
and have the right and power to grant to us the license
to use same in the manner contemplated herein, and such
grant does not or will not;
a] breach, conflict with or constitute a default under
any agreement or other instrument applicable to you or binding
upon you, or;
b] infringe upon any trademark, trade name, service mark,
copyright, or other proprietary right of any other person
or entity.
This license shall terminate upon the effective date of
the expiration or termination of this Agreement.
RESPONSIBILITY FOR YOUR SITE(s): You will be solely responsible
for the development, operation and maintenance of your site(s)
and for all materials that appear on your site(s). We shall
have no responsibility for the development, operation and
maintenance of your site(s) and for all materials that appear
on your site(s). You shall also be responsible for ensuring
that materials posted on your site(s) do not violate or
infringe upon the rights of any third party (including,
for example, copyrights, trademarks, privacy, or other personal
or proprietary rights), and ensuring that materials posted
on your site(s) are not libelous or otherwise illegal. You
must have express permission to use another party's copyrighted
or other proprietary material. We will not be responsible
if you use another party's copyrighted or other proprietary
material in violation of the law. We disclaim all liability
for such matters. Further, you will indemnify and hold us
harmless from all claims, damages, and expenses (including,
without limitation, attorney's fees and expert witness fees)
relating to the development, operation, maintenance, and
contents of your site(s).
TERM OF AGREEMENT: This term of member Agreement will begin
upon our acceptance of your member Application and will
end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause,
by giving the other party notice of termination. Notice
by e-mail, to your address on our records, is considered
sufficient notice for us to terminate this Agreement. If
this Agreement is terminated because you have violated the
terms of this Agreement, you are not eligible to receive
any commission payments, even for commissions earned prior
to the date of termination. If this Agreement is terminated
for any other reason, you are only eligible to earn a commission
on sales occurring during the term of the Agreement, and
commissions earned through the date of termination will
remain payable only if the related orders are not canceled
or returned. We reserve the right to withhold your final
payment for a reasonable time to ensure that the correct
amount is paid.
As a Member of MyGypsyBug.com you agree to receive emails
from your Up line Members, and the authors regarding MyGypsyBug.com
approved programs.
MODIFICATION: We may modify any of the terms and conditions
contained in this Agreement, at any time and in our sole
discretion. Notice of any change by e-mail, to your address
on our records, or the posting on our site of a change notice
or a new agreement, is considered sufficient notice for
notifying you of a modification to the terms and conditions
of this Agreement. Modifications may include, but are not
limited to, changes in the scope of available commission
fees, commission schedules, payment procedures, and member
Program rules. All such modifications shall take effect
48 hours after we serve notice as provided above, unless
we indicate otherwise. If any modification is unacceptable
to you, your only recourse is to terminate this Agreement.
Your continued participation in the member Program, following
our posting of a change notice or new agreement on our site,
will constitute binding acceptance of the change.
RELATIONSHIP OF PARTIES: 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 MyGypsyBug.com,
its management, or it's parent company MANE World Promotions,
Inc. 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 otherwise, that reasonably
would contradict anything in this Agreement.
LIMITATION OF LIABILITY: We will not be liable for indirect,
special, or consequential damages, or any loss of revenue,
profits, or data, arising in connection with this Agreement
or the member Program, even if we have been advised of the
possibility of such damages. Further, our aggregate liability
arising with respect to this Agreement and the member Program
will not exceed the total commissions paid or payable to
you under this Agreement.
GENERAL DISCLAIMERS: We make no express or implied warranties
or representations with respect to the member Program or
any Services or other items sold through the member Program
(including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out
of a course of performance, dealing, or trade usage). 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 hereby represent and
warrant to us that this member 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; and that the execution,
delivery and performance by you of this member Agreement
are within your legal capacity and power; have been duly
authorized by all requisite action on your part; require
the approval or consent of no other persons; and neither
violate nor constitute a default under the;
a] provision of any law, rule, regulation, order, judgment
or decree to which you are subject or which is binding upon
you, or;
b] the terms of any other agreement, document or instrument
applicable to you or binding upon you.
CONFIDENTIALITY: We may disclose to you certain information
as a result of your participation as part of the member
Program, which information we consider to be confidential
(herein referred to as "Confidential Information").
For purposes of this Agreement, the term "Confidential
Information" shall include, but not be limited to,
any modifications to the terms and provisions of this member
Program Agreement made specifically for your site and not
generally available to other members of the member Program,
website, business and financial information relating to
MyGypsyBug.com customer, member and vendor lists relating
to MyGypsyBug.com, and pricing and sales information for
MyGypsyBug.com and any members of the member Program, other
than you. Confidential Information shall also include any
information that we designate as confidential during the
term of this Agreement. You agree not to disclose any Confidential
Information and that such Confidential Information shall
remain strictly confidential and secret and shall not be
utilized, directly or indirectly, by you for your own business
purposes or for any other purpose except and solely to the
extent that any such information is generally known or available
to the public or if same is required by law or legal process.
We make no warranty, expressed or implied, with respect
to any information delivered hereunder, including implied
warranties of merchantability, fitness for a particular
purpose or freedom from patent, trademark or copyright infringements,
whether arising by law, custom or conduct, or as to the
accuracy or completeness of the information and we shall
not have any liability to you or to any other person resulting
from your or such third person's use of the information.
Except as otherwise provided in this member Agreement or
with the consent of the other party hereto, each of the
parties hereto agrees that all information including, without
limitation, the terms of this member Agreement, business
and financial information, customer and vendor lists, and
pricing and sales information, concerning us or you, respectively
shall remain strictly confidential and secret and shall
not be utilized by such party for its own business purposes
or for any other purpose except and solely to the extent
necessary to exercise rights and perform obligations under
this member Agreement.
The foregoing restrictions will not apply to information
to the extent it
1] was known to the receiving party at the time of disclosure;
2] has become publicly known through no wrongful act of
the receiving party;
3] has been rightfully received from a third party under
no obligation to the disclosing party;
4] has been disclosed by court order or as otherwise required
by law if the receiving party has given the disclosing party
a reasonable opportunity to contest or limit the scope of
such required disclosure or;
5] is consumer information collected on Net Profit Central
website or from their electronic publication (s) mailing
list (s) and is used for marketing purposes provided that
MyGypsyBug.com, will not sell or transfer the information
to any third party for their use.
INDEMNIFICATION: You hereby agree to indemnify, defend
and hold harmless MyGypsyBug.com., its officers, directors,
employees, agents, members, successors and assigns, from
and against any and all claims, losses, liabilities, damages
or expenses (including attorney's fees and costs) of any
nature whatsoever incurred or suffered by us (collectively
the "Losses"), in so far as such Losses (or actions
in respect thereof) arise out of or are based on;
1] any claim or threatened claim that our use of the member
Trademarks infringes on the rights of any third party;
2] the breach of any representation or warranty made by
you herein; or,
3] or any claim related to your site.
INDEPENDENT INVESTIGATION: YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS member AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY
OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT
MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE
WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB
SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN OUR member PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN
AS SET FORTH IN THIS AGREEMENT.
EARNINGS DISCLAIMER MyGypsyBug.com OFFERS NO CLAIMS, WRITTEN
OR OTHERWISE, TO SUGGEST OR IMPLY, ANY EARNINGS FROM THIS
member PROGRAM. ALL EARNINGS, COMMISSIONS AND/OR BONUSES
TO BE EARNED FROM THIS member PROGRAM WILL BE GENERATED
SOLELY BASED ON THE EFFORTS AND PERFORMANCE OF THE INDIVIDUAL
member. ANY AND ALL REFERENCES TO INCOME ON OUR WEB SITES
OR IN OUR ELECTRONIC PUBLICATIONS ARE SOLELY TO SHOW THE
CONCEPT AND RESULTS THAT MAY BE ATTAINED BY OUR SUCCESSFUL
members.
MISCELLANEOUS: This Agreement will be governed by the laws
of the UNITED STATES OF AMERICA, without reference to rules
governing choice of laws. Any action relating to this member
Agreement must be brought in the federal or state court,
and you irrevocably consent to the jurisdiction of such
courts. You may not assign this member Agreement, by operation
of law or otherwise, without our prior written consent.
Subject to that restriction, this member Agreement will
be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and
assigns. Our failure to enforce your strict performance
of any provision of this Agreement will not constitute a
waiver of our right to subsequently enforce such provision
or any other provision of this member Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND " MyGypsyBug.com",
BY CLICKING ON THE "APPLY" BUTTON AT THE END OF
THE member ONLINE APPLICATION, YOU (IF YOU ARE ACTING ON
BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF
YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "member")
AGREE (S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
member AGREEMENT. PLEASE READ THIS ENTIRE member AGREEMENT
CAREFULLY BEFORE ACCEPTING ITS TERMS.
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