Terms of Use
1. Definitions.
2. Text Links and Banners.
You will be responsible for the content, style, and placement of the links. You may not alter banners, buttons, graphics or text links (referred to as "Graphics"). ALTERING OR ANY OTHER WAY USING UNAUTHORIZED ADVERTISING TECHNIQUES IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. We provide a complete farm to choose from and you must use this farm in order to meet the criteria in the operating agreement. If you would like to modify or use other Graphics not created or modified by us, you must obtain written permission from Vortal Group, Inc. first. Further, you may add or delete approved Graphics from your site at any time without our approval. New Graphics will be posted in the Farm from time to time. It is your responsibility to make sure that all changes are adhered to.
3. Commissions.
You will be paid a $16.00 commission per subscription sale (1st month only, does not apply to product sales), regardless of the amount of sale as long as the amount of sale is greater than $0. You will receive commissions on all follow through sales that occur for as long as you stay active in the program, however this applies to new sales only; you will not receive commission on recurring sales from a pre-existing customer, even if that customer was referred by you. Commissions are paid Bi-weekly, with payment due the 15th day from the end of the reporting period..
4. Spams and Falsification.
Vortal Group, Inc. has a zero tolerance policy on spamming. Should Vortal Group, Inc. in its sole discretion determine that you are guilty of spamming, providing false account information, falsely increasing your number of clicks and/or acting or attempting to act in any false, misleading or illegal manner, Vortal Group, Inc. shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of
this Agreement.
5. Site Responsibility.
You will be solely responsible for developing, operating and maintaining your site as well as for all materials that appear on your site. Further, you agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. In addition, you agree that you have no rights, title or interest in or to the Graphics whether created and/or modified by you or us. You also agree not to apply for registration of any of the Graphics (or any Graphics similar there to) anywhere around the world. As part of your site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of any Vortal Group, Inc. Graphics. Further, you agree that your web site information, including, but not limited to name, URL, traffic counts, etc., may be used by Vortal Group, Inc.
6. Publicity.
You shall not in any way publish or distribute any written material that refers to us without first submitting such material to us for written approval, which we agree shall not be unreasonably withheld. Further, you agree to give us a non-exclusive license to use your names, URLs, titles, logos, etc. to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, that we shall not be required to do so.
7. Customers.
A surfer who clicks on our Graphics and enters submits information through this Program shall be deemed to be customers of Vortal Group, Inc.. As such, all Vortal Group, Inc. rules, policies and procedures concerning these customers shall apply including any and all changes to our rules, policies and procedures at any time.
8. Idle Accounts.
Should your account remain idle for 4 consecutive Pay Periods, Vortal Group, Inc. will close your account after first sending notice to your last known email address.
9. Term of Agreement.
This Agreement will begin upon your joining our Program and receiving an account number and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written or email notice of termination. Upon termination of this Agreement by either party, you shall immediately cease your use of all Graphics and halt offering access to Vortal Group, Inc.
10. Modifications.
Vortal Group, Inc. reserves the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, but not be limited to, changes in the scope of referral fees, e-mail collectors, fee schedules, payment procedures and/or Program rules. Your continued participation following three (3) days from the posting of notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such changes and/or modifications.
11. Relationship of Parties.
It is understood and agreed that we are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make us partners or joint venturers, nor shall either of us or any of our agents or employees be construed or deemed to be an employee of the other. You 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 Section 10.
12. Limitation of Liability.
We shall not be held liable for indirect, special or consequential damages including, but not limited to, any loss of revenue, profits or data arising from operation or performance of this Agreement or the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Further, our aggregate liability (including attorney's fees) arising with the operation or performance of this Agreement or the Program shall not exceed the total monies due and/or payable to you under to this Agreement.
13. Disclaimers, Representations and Warranties.
You represent and warrant to us that the information you supplied to us when enrolling is true and correct and that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and execution, performance and delivery of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. Further, we make no express or implied warranties or representations with respect to the Program or any of the services provided through the Program including, but not limited to, 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.
14. Indemnification.
You shall indemnify and hold us and our directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (referred to as "Covered Party") harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against the same, and interest) incurred by such Covered Party resulting any breach of the representations, warranties, covenants, agreements and obligations of you hereunder and any gross negligence or willful misconduct of you or your partners, officers, employees, agents, subsidiaries, parents and affiliates in connection with the provision of services pursuant hereto. Furthermore, you shall notify us of any legal claim, demand, right or cause of action asserted, instituted or threatened against us that arises from or in connection with this Agreement, whether or not you are obligated to indemnify us for such claim hereunder. The terms of this provision shall survive the termination of this Agreement.
15. Review and Acceptance.
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also understand and agree that we may operate multiple web sites that may or may not be similar to or compete with this Program and that we may solicit customer referrals that may be different than the terms and conditions contained in this Agreement. Further, you agree that you are relying solely on this Agreement in making your decision to enroll and that you are not relying on any representation, guarantee or statement or than as stated in this Agreement.
16. Arbitration and Choice of Law.
Any controversies, disputes, actions, causes of action, or other claims arising out of or in connection with the provisions of this Agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in Orange County, California in accordance with the rules of the American Arbitration Association. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings and the decision of the arbitrator shall be final, unappealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts of laws thereof.
17. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives, including the purchaser of the stock or assets of either party hereto. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity, which is not a party to this Agreement. Neither this Agreement nor any obligation hereunder may be assigned, transferred, or delegated, voluntarily or by operation of law, by either party hereto without the prior written consent of the other party hereto; provided, that no such consent shall be necessary for such an assignment, transfer or delegation by us to any of our wholly-owned subsidiaries.
18. Entire Agreement.
This Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The invalidity, illegality or un-enforceability of any provision of this Agreement shall not effect the validity, legality or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. No failure or delay by us to exercise and no course of dealing with respect to any of our rights regarding your obligations of this Agreement, shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right. Any single or partial waiver by us of any of your obligations under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other of your obligations.
19. Captions.
Each caption of this Agreement shall be used as a heading only and shall in no way be construed to limit the meaning and/or interpretation of each Section of this Agreement as regards to its function, use and understanding.
20. Confidentiality.
The information and services provided through our Graphics and site by Vortal Group, Inc. are proprietary in nature and, by enrolling, you acknowledge that you are not a competitor of Aortal Group, Inc. and agree not to share this information with any competitors.
21. Non-Circumvention.
As an Affiliate, you hereby agree that neither you nor your respective shareholders, directors, officers, employees, affiliates, agents, representatives, successor and assigns, without limitation, will circumvent or attempt to circumvent Vortal Group, Inc. with respect to entering into any business transaction or communicating or marketing or making any contact with any Provider or Vendor or Distributor of any of the Programs or Products or Services offered by Vortal Group, Inc. for a period of at least two (2) years from the time you terminate your Affiliation with Vortal Group, Inc. without prior written consent from Vortal Group, Inc.
22. Proprietary Rights.
All rights, title and interest in and to any and all customers shall be owned exclusively by Vortal Group, Inc. including, but not limited to, names, addresses, URLs, financial profiles and any and all other information submitted to Vortal Group, Inc.. The terms of this provision shall survive the termination of this Agreement.