BuiltinTEXt  
   
     
 
 

Advertiser (Client) / Partner (Publisher) /Reseller / Affiliate Agreement

  
 

PLEASE READ THIS CLIENT / PARTNER/ PUBLISHER / RESELLER / AFFILIATE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY MANAGEMENT-WARE SOLUTIONS INC. ("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages available at www.builtintext.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by Company, and are accessed by you ("Customer") under the following terms and conditions:

Upon completing the registration process, you will receive a password and account designation. You are responsible for maintaining confidentiality of the password and account and are responsible for all statements made and acts that occur through the use of your membership and password. You agree not to disclose your password to anyone. If your password has been stolen, breached or in any way compromised, you agree to let us know immediately. BuiltinText™ cannot and will not be liable for any loss. BuiltinTEXT™ may at any time, and at its sole discretion, terminate your membership without prior notice to you for violating the above provisions.


GENERAL MEMBERSHIP OBLIGATIONS & CONDUCT

1. As a BuiltinTEXT™ customer, you will agree that you and Your Information will not:

    1. be false, inaccurate or misleading;
    2. be fraudulent or involve the sale of counterfeit or stolen items;
    3. infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
    4. violate any law, statute, ordinance or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
    5. be defamatory, libelous, unlawfully threatening or unlawfully harassing;
    6. be obscene, vulgar, blasphemous, contain any pornography including, without limitation, child pornography or other legally restricted material;
    7. contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
    8. create liability for BuiltinTEXT™ or cause BuiltinTEXT™ to lose (in whole or in part) the Services of our ISPs or other suppliers;
    9. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything;
    10. post or transmit chain letters, pyramid schemes, unauthorized advertising, promotional materials,"spam" or other solicitation except as where explicitly requested by another user;
    11. interfere with or disrupt the service or servers or networks connected to BuiltinTEXT™'s service, or disobey any requirements, procedures, policies or regulations of networks connected to the BuiltinTEXT™ service; intentionally or unintentionally violate any applicable local, province, state, national or international law, including, but not limited to, regulations promulgated by Canada and the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the Toronto and New York Stock Exchange, the Canadian and American Stock Exchange or the NASDAQ, and any regulations having the force of law;
    12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 or the Immigration and nationality Act;
    13. "stalk" or otherwise harass another; and/or
    14. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.

While BuiltinTEXT™ cannot review all transmissions by members in the forum, we reserve the right to, and may from time to time, monitor any information transmitted or received through our service. BuiltinTEXT™ at our sole discretion and without further notice to you, may review, remove, or otherwise block any information (including posts to message boards) that we deem inappropriate or that violates any of this agreement.

  1. INFORMATION USAGE.
    Under no circumstance can individuals divulges, record, or abuse any information pertaining to web sites found in our inventory, including but not limited to URLs, descriptions, and images.
  2. DESCRIPTION OF SERVICES.

We provide a software program to manage the process between buying and selling of textual advertisements between Advertisers and Partners. BuilinTEXT™ will execute all of the transactions between our Partners and Advertisers and verify that each text link advertisement conforms to our terms, protecting both the Partner and the Advertiser.

By clicking below, you agree to become an advertising client, reseller, affiliate or a publisher, as the case may be, in connection with and using the Company's Services. You also certify that you will use the Site only for the purpose of browsing the Company's ad inventory, with a sincere interest in buying or selling text link ads, and you will not access the Site for any other reason.

  1. MARKETING
    MWS reserves the right to market MWS offers directly to your email address you use to sign up. You may opt of these mailers at any time.
  2. REFUND POLICY
    We accept Visa, MasterCard, American Express, Discover, money orders, money via Paypal, wire transfer, cashier's checks, and personal checks. All checks will require verification before the funds are available. Credit card charges are instant, so the funds are available once accepted.

    We deem all payments as final. If you feel you deserve a refund, we will handle any refunds as a case by case situation. We understand anything can happen that would require a refund, so we listen to all situations and rule the decision after reviewing the circumstances.

    If a refund is due to the Advertiser, we will issue a credit to their Advertising account. This can be used for future payments toward monthly link payments or for new link payments. Each Advertiser will see an "Account Balance" section showing whether or not they have any credit.

  3. COMPENSATION AND PAYMENT.
    Customer shall pay all applicable fees, as described on the Site in connection with such Services selected by Customer. Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to Customer, which may be sent by email or posted on the Site. Customer agrees to pay all applicable taxes or charges imposed by any government entity in connection with Customer's use of the Services. If Customer is past due on any payment to Company, Company may discontinue its Services without further notice to Customer. If Customer is a Publisher, it shall receive a payment in the amount of 30% of the sale price of advertisements displayed in connection with Customer's website for Customer's use of the Services. Company shall pay Customer hereunder on a monthly basis, provided that any payments that may become due to Customer are conditioned upon Company's receipt of full payment from the applicable advertiser. Publisher must allow each advertisement purchased on their respective website to remain active for a full 30 day term to qualify for payout. Under no circumstance may a publisher contact an advertiser of the Company directly. Doing so will result in immediate removal from the program and forfeiture of any pending payments. Company reserves the right to withhold payment or charge back Customer's account due to any of the foregoing or any breach of this Agreement by Customer.
  4. CONTROL OF SERVICES.
    Customer will observe and comply with all registration requirements of the Company, as well as the Company's technical requirements for the proper display of advertisements. The Company reserves the right to modify its Site and its Services at any time, including the discontinuation thereof. Company has the right to suspend Customer's access to the Services at any time, for any reason.
  5. COPYRIGHT.
    Customer acknowledges that the Site is protected by copyright laws and Customer may only use the Site in an authorized manner.
  6. USAGE.
    Customer will not use the Site for any purpose that is illegal, pornographic, infringing, obscene, abusive, or in any offensive manner, including but not limited to violating the security of any computer network. Customer is legally responsible for any claims resulting from Customer's access to the Site, and its use of the Site in connection with the Services, and it indemnifies and will hold Company harmless from and against any and all claims arising there from.
  7. EXCLUSIVITY PROVISIONS.
    A. If Customer is a publisher, it agrees that it will use the Company's Services exclusively for its needs relative to placing static HTML links designed to drive traffic and increase popularity. This exclusivity provision does not apply to contextually driven ad programs (for example, GoogleŠ Adsense program, YahooŠ Search Marketing Ads) or to any other non static HTML link ads (for example, AdBriteŠ).
    B. If Customer is an advertising client, this Agreement imposes no restrictions on its right to use any advertising services it deems appropriate.
    C. Regardless of whether Customer is an advertising client or a publisher, it understands that other users will have access to the Company's Services and Site, including competitors of Customer.
  8. DISCLAIMER OF LIABILITY.
    A. Company will not have any duty to control the content that Customer or any other users make available through the Site, and Company is not liable for the accuracy of any content displayed through its Site. Customer assumes all risk related to its published content. Customer releases the Company from all liability related to the publication of its content through the Site.
    B. THE SERVICES PROVIDED TO CUSTOMER ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME PROVINCES OR STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
    C. COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of any information or content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with Customer's use of the Services.
  9. LIMITATION OF LIABILITY.
    IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
  10. CONFIDENTIALITY.
    Customer agrees not to disclose Company Confidential Information without Company's prior written consent. "Company Confidential Information" includes without limitation all Company software, technology, programming, technical specifications, materials, guidelines and documentation Customer learns, develops or obtains that relate to the Services or the Site, and any other information designated in writing by Company as "confidential" or any designation to the same effect. "Company Confidential Information" does not include information that has become publicly known through no breach by Customer or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by Customer from a third party; or (c) required to be disclosed by law or by a governmental authority.
  11. TERMINATION.
    Either party may terminate the Services at any time by notifying the other party by any means. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Customer's account, Customer's right to use the Services will immediately cease and Customer will remove all Company HTML code from Customer's websites. Upon termination, the provisions of paragraphs 7, 8 and 9 of this Agreement shall survive indefinitely.
  12. ARBITRATION.
    Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, to take place in Montreal, Quebec, in accordance with the rules of the Quebec Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
  13. MISCELLANEOUS.
    The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
  14. DISCLOSURES
    The Services hereunder are offered by Management-Ware Solutions, located at 230 Henri Bourassa East, Suite 205, Montreal, Quebec, H3L 1B8, Canada.
  15. GENERAL
    Entire Agreement. The Terms of Use constitute the entire agreement between you and BuiltinTEXT™ and governs your use of the Services, superseding any prior agreements between you and BuiltinTEXT™  with respect to such Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BuiltinTEXT™ Services or affiliate Services.
  16. TITLES
    The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.
  17. VIOLATIONS
    Please report any violations of the Terms of Use to us immediately.
Office: 230 Henri- Bourassa East, Suite 205, Montreal, Quebec, H3L 1B8, Canada.
www.builtintext.com Email: info@management-ware.com.


 
     
 
 
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