Privacy
Policy
UltimateFreeDownline.com
is committed to protecting our subscriber's privacy and
the privacy of their prospects.
All
of UltimateFreeDownline.com's Affiliate information is
completely confidential and fully protected against unauthorized
access. UltimateFreeDownline.com will NEVER sell, rent,
lease, trade or give away UltimateFreeDownline.com affiliate's
or their lead's or prospect's contact information (name,
email address, mailing address, phone number, etc.)
UltimateFreeDownline.com
uses the information that you provide and that is collected
solely for the purposes of delivering service, verifying
your account, for corresponding with you, for resolving
problems that you encounter, and for improving the Service.
Terms
of Agreement
This
web page contains the complete terms and conditions that
apply to your participation as a member in the member
program of UltimateFreeDownline.com Internet Marketing
Organization and the establishment of links from your
member website and/or email messages to our websites "UltimateFreeDownline.com".
As used in this Agreement, "we", "our"
or "us" means UltimateFreeDownline.com member
Network, "you" or "your" means the
applicant, and "Services" means any item or
product or service offered for sale by us on UltimateFreeDownline.com
website.
THIS
IS A LEGAL AGREEMENT BETWEEN YOU AND "UltimateFreeDownline.com".
BY SUBMITTING 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") 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 UltimateFreeDownline.com. We may
reject your application if we determine (in our sole discretion)
that your site is unsuitable for the member program for
any reason.
Any
person UNDER the age of 18 years can not participate in
UltimateFreeDownline.com. You must be eighteen years of
age or older to participate in UltimateFreeDownline.com.
CORRECT
MEMBER CONTACT EMAIL ADDRESS: All members of UltimateFreeDownline.com
are required to keep a current, active email address registered
in their member profile with UltimateFreeDownline.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 UltimateFreeDownline.com membership.
ACCEPTANCE
OF NON SPAM NEWSLETTERS, NOTICES, AND OTHER COMPANY ELECTRONIC
MAILINGS: Registering as a member with UltimateFreeDownline.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 UltimateFreeDownline.com
member. False SPAM complaints will result in legal action
for damages, costs and interrupted revenue.
SPAM
POLICY: UltimateFreeDownline.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 UltimateFreeDownline.com site(s). Your
promotional campaigns of UltimateFreeDownline.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.
INCENTIVE/PAID SIGNUP POLICY: Referrals given incentives
to join UltimateFreeDownline.com, whether monetary or
of some other form is strictly prohibited. Guaranteed
paid sign-up services are also strictly prohibited by
UltimateFreeDownline.com. Anyone found violating this
policy will have their account terminated immediately
and will be subject to a $1,000 fine. Guaranteed/incentive
sign-up services will produce only fake, illegitimate
signups and are a waste of both your time and money.
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 UltimateFreeDownline.com
logos and/or words identifying UltimateFreeDownline.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 your site as you 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 UltimateFreeDownline.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 UltimateFreeDownline.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
Administration 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.
BILLING:
We will attempt to bill all customers each month on the
same date originally subscribed. If however we are unable
to collect the membership fees from your payment source
on the proper day, reattempts to bill will be made for
a period of 2 weeks. If after 2 weeks we are unable to
collect the membership fees, your account access will
be closed. Regardless of when your billing does go through,
your collection date will remain the same according to
your orginal subscription date. The only exception is
if you subscribe after the 28th of the month. Since some
months vary in available days, all subscriptions registered
after the 28th will be set to bill on the 28th of each
month. No products or services will be provided until
full payment has been processed.
POLICIES
AND PRICING: Customers who buy Services or Products through
the member Program of UltimateFreeDownline.com will be
deemed to be customers of UltimateFreeDownline.com. Accordingly,
all UltimateFreeDownline.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 UltimateFreeDownline.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 UltimateFreeDownline.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 UltimateFreeDownline.com
member Program. You shall not make any specific use of
any Licensed Materials for purposes other than selling
our services for UltimateFreeDownline.com. You agree not
to use the Licensed Materials in any manner that is disparaging
or that otherwise portrays UltimateFreeDownline.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 commissions 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.
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 UltimateFreeDownline.com,
or its management. 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 UltimateFreeDownline.com
customer, member and vendor lists relating to UltimateFreeDownline.com,
and pricing and sales information for UltimateFreeDownline.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 UltimateFreeDownline.com
website or from their electronic publication (s) mailing
list (s) and is used for marketing purposes provided that
UltimateFreeDownline.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
UltimateFreeDownline.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: UltimateFreeDownline.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 "UltimateFreeDownline.com",
BY CLICKING ON THE "SECURE POSITION NOW" 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.