Rabbit Marketing ("Company") herein identifies the terms and conditions which apply to those parties ("Customers") who cause their landing page generated by Company to be registered and used in conjunction with the Netword ® Patented Technology. .
2. Pricing and Payments
Unless prior arrangements are made, payment is due when landing page is delivered. Title to purchased goods is retained by Company until such goods are paid for in full by the purchaser or purchaser’s agent. Payment may be by cash, check, credit card or certified instrument. Any other arrangements must be made in advance of services being provided or goods being delivered. Returned checks will be assessed a twenty-five dollar ($25.00) return fee.
Company is a full service marketing company offering a 1 year complementary subscription to the Netword® technology for selected Netword(s)® or keywords with the purchase of an authorized Netword landing page. Each landing page can only be used for one Netword® and duplicate pages must be purchased for each additional “Netword”. Landing pages differ in price based on their target market. Please see contract for details regarding pricing. All fees due to Company and are fully earned on the date of delivery of landing page and there shall be no refunds. Payment terms for the landing page(s) can be arranged at the time of sale. If no terms are arranged, payment shall be made at the time of order.
3. Duration of Registration, Renewals, and Renewal Pricing
The duration of the Registration for any Netword® is for one year from the date landing page is delivered by Company. Company will endeavor to notify customer approximately sixty (60) days prior to expiration of Registration. At that time Customer may request, at its option, a contract for Netword® services from Companty. Customer agrees that in order for the Company or its authorized agent to notify it of Registration expiration that it must notify the Company of any changes in its contact information. Customer further acknowledges that it has a responsibility to maintain its own records as to expiration dates for its Registered Networds®. Customer agrees not to hold Company or Netword, Inc. liable for damages for any asserted failure to notify Customer of any Registration expiration date.
4. Netword, Inc.’s Editorial Practice
Netword, Inc. has developed its internet navigation system in the expectation that it will be easy to use, that Networds used therein will be directed in a timely fashion to websites and or landing pages which are appropriate and pertinent to the meaning of the words incorporated within the Networds, and that both the Networds and website destinations will not offend general societal norms. Netword, Inc. actively reviews all Registration applications as to these criteria; the results of such reviews potentially being a factor in Netword, Inc.’s acceptance or rejection of such Registration applications. Further, the Company randomly, or upon complaint, reviews website destinations of active Networds to the same end. The Company retains sole right in its discretion to evaluate, judge, and act upon Netword Inc.’s direction regarding registration and posting of landing pages under the above criteria without additional notice to Customer.
5. Limitations and Prohibitions Concerning requested Networds ® and Landing Page and Website Content
Networds and websites are constrained or prohibited, as indicated in the List of Editorial Practice Violations, as included in this Section 5. LIST OF EDITORIAL PRACTICE VIOLATIONS
5.1. Usage Violations
5.2. Website Violations
6. Third Party Websites
Landing Pages used by advertisers may redirect to websites or other Internet destinations. Since these sites are independent sites the Company has no control over them. In no instance will the Company endorse Netword-redirected sites per se, nor will it be responsible for any such site's content or for any goods or services which are available through them.
7. Intellectual Property Rights
It is the policy of the Company to fully respect valid intellectual property rights. This includes those held in equity by third parties. Customer similarly agrees to respect these rights as it specifies and makes application for Networds®. Upon demand by the Company, Customer must certify in writing that it is the legal owner of the trademarked names for which it is making a Netword® registration application. In some instances additional supporting documentation to confirm ownership may be required. Customer agrees to indemnify Company Persons against claims of copyright infringement or similar intellectual property rights for its use of the Networds® it has specified. In these instances Customer will hold the Company harmless and will assert an active defense of Company's interests at Customer's expense and in coordination with the Company.
8. Registration Priorities and Rights
The Company has established a regime which prioritizes those parties with potential application rights to Networds®. This is detailed in Section 8.1 Registration Priorities. In some instances the Company may condition a Netword® Registration upon an applicant's furnishing additional information confirming its identity, or an authorization from an entity enjoying a Registration Priority.
9. Claims for a Registration Priority
9.1 INITIATING A CLAIM FOR REGISTRATION PRIORITY:
A Claimant may invoke the Registration Priorities by (i) a request that the Company apply the Registration Priorities with Netword Inc. which specifies the Netword® and priority claimed; and (ii) delivering proof of the Claimant's status as a party entitled to a priority under the Registration Priorities. In the case of Registration Priority claim based on trademark registration, Claimant shall (iii) include a copy of its trademark registration, certified by the U.S. Patent and Trademark Office (see 37 CFR Sec. 2.33(a)(1)(viii)), if it is less than six (6) months old; and (iv) a certification by an authorized officer or principal of Claimant that the materials submitted to Company are accurate and complete. Upon Company's receipt of such materials, it will furnish the Customer with the registered Netword® at issue with copies of such materials and request a response within thirty (30) days.
9.2.1 If the Company does not receive a response from the Customer to the Claimant's materials as described above, or it receives a response that does not demonstrate an equal or greater Registration Priority, Compant or Netword Inc. may deactivate the disputed Netword® and advise the Claimant and the previous Customer of that action. After deactivation of a disputed Netword®, Netword Inc. shall reserve the deactivated Netword® for the Claimant, and Claimant shall have ten (10) business days to Register it.
9.2.2 If the Company receives a response to a Claimant's materials from a Customer that includes documentation of an equal or greater Registration Priority, the Customer shall retain its Registration and the Company will so inform the Claimant.
9.2.3 If the Company is advised that the Claimant and the Customer have settled their dispute, the Company shall endeavor to accommodate reasonable requests from such parties. The Company shall have a right to charge such parties additional fees if the terms of the settlement agreement require a material effort by the Company.
9.3 ANY CLAIMANT'S CLAIMS NOT PROVIDED FOR UNDER THE REGISTRATION PRIORITIES SHALL BE SUBJECT TO BINDING ARBITRATION:
Any controversy, claim, or dispute arising out of a claim of Registration Priority that is not settled shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and in accordance with Title 9 of the U.S. Code (United States Arbitration Act), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9.4 VENUE FOR ENFORCEMENT OF ARBITRATION AWARD:
A Customer agrees and acknowledges that the venue for enforcement of an arbitration award shall be the courts of the State of California, or the United States District Court for the District of California, Central Division, unless otherwise determined exclusively by Company or as directed in law.
9.5 INDEMNIFICATION CONCURRENT WITH CLAIMS
9.5.1 INDEMNIFICATION BY PRIORITY CLAIMANT: As a condition precedent to a claim for priority to a Netword under the Registration Priorities, a Claimant must agree, in writing, to defend, indemnify, and hold harmless Company Persons from and against all claims or expenses, including reasonable attorney's fees, related to a disputed Registration Priority claim.
9.5.2 INDEMNIFICATION BY A NETWORD CUSTOMER: As a condition precedent to the continuing use and Registration of a Netword that is subject to a Registration Priority claim by a third party, Netword Customer hereby agrees to defend, indemnify, and hold harmless Company Persons from and against any claims or expenses, including reasonable attorney's fees, related to any dispute pertaining to a Netword and/or a Registration Priority.
10. Representations & Warranties
Customer represents and warrants:
All representations are accurate and current to the best of Customer's knowledge.
All Networds ® applied for by Customer comply with the terms and conditions specified herein.
Websites and landing pages to which Networds® are directed are owned or controlled by Customer or, if not, Customer has the written permission of the owner of such sites to have traffic so directed.
Customer will not modify any of the Netword® technology or functionality.
Customer will not subject visitors who have been directed to its websites through the Netword® system to abnormal levels of post-visit advertising.
Customer will not use or transmit any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
11. Changes to Terms and Conditions
The Company reserves the right to amend these Terms and Conditions from time to time without notice. The Company's publishing of the amended Terms and Conditions on its website shall subject continuing Customers to the amended terms and conditions incorporated therein. In the event any Customer disagrees with any of the terms or conditions then such Customer shall promptly so notify the Company.
12. Termination and Revocation
12.1 RIGHT OF THE COMPANY TO TERMINATE SERVICE
The Company reserves the right to terminate its Netword service at any time, in whole or in part, with or without specific cause.
- 12.2 EVENTS CAUSAL TO REVOCATION OF NETWORDS
The Company may revoke usage rights to Customer's Netword(s)®, in whole or in part, in the following events:
At the request of any governmental entity or in the event continued usage violates any laws or governmental regulations.
In the event that continued use violates any codicil herein, including Editorial Practice Violations.
If the Company on a reasonable basis determines that continued use of such Netword(s) ® subjects the Company, its affiliates, business partners, dealers, employees, or officers to tangible harm from criminal or civil liability or from other sources.
If through continued use of such Netword(s)® the Company is put at risk of violating any agreement with third parties.
In these events of revocation the Company will have no obligation to refund any fees to Customer.
13. No Additional Rights Conferred Upon Either Party
It is understood by the parties to this Agreement that Registration and use of Netword(s) ® is a limited business arrangement which confers no rights to either party not specifically enumerated herein. Therefore, neither party confers to the other any equity rights in its business names, trademarks, brand names, or any goodwill resulting therefrom. This includes any goodwill associated with Networds and the Networds system, which will remain the property of the Company, barring any trademark constraints.
In addition to the indemnities contained in Section 10 herein, Customer agrees to defend and indemnify and hold Company Persons from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Customer's Registration, use, reference to, or advertising of a Netword® or Customer's violation of any rights of another within the Netword® system.
16. Age Restriction
Minors may not register Networds®; an individual must be at least eighteen (18) years of age to be a Netword Customer regardless of the age of majority within individual's particular state of residence.
17. Limitations of Liability and Disclaimers of Warranties
LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES: CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE NETWORD® SYSTEM, INCLUDING ITS DOWNLOAD APP OR AGENT, IS AT ITS SOLE RISK. COMPANY PERSONS PROVIDE NO WARRANTIES THAT THE NETWORD® SYSTEM, INCLUDING ITS DOWNLOAD APP, WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, IT MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NETWORD® SYSTEM, PARTICULARLY AS TO ANY MINIMUM NUMBER OF VISITS WHICH MAY BE DELIVERED TO CUSTOMER'S WEBSITE(S) BY THE NETWORDS®, OR THEIR ACCURACY, RELIABILITY, OR THE CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED BY THE COMPANY.
THE NETWORD® SYSTEM, INCLUDING ITS DOWNLOAD APP, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR CODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY PERSONS SHALL CREATE A WARRANTY AND NETWORD CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE COMPANY, OR COMPANY PERSONS INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE NETWORD SYSTEM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM A NETWORD CUSTOMER'S USE OF, OR INABILITY TO USE THE NETWORD® SYSTEM, INCLUDING ITS DOWNLOAD APP, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY ANYONE ON ANY INFORMATION OR SERVICE OBTAINED VIA THE NETWORD SYSTEM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE COMPANY'S RECORDS, PROGRAMS OR SERVICES. THE NETWORD CUSTOMER ACKNOWLEDGES THAT THIS PARAGRAPH APPLIES TO ALL CONTENT, MERCHANDISE, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE NETWORD SYSTEM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN THOSE STATES THE COMPANY'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE PROGRAM MATERIALS, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY, OR COMPANY PERSONS FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, EXCEED THE AGGREGATE DOLLAR AMOUNT PAID TO THE COMPANY BY A NETWORD CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIMED INJURY, OR DAMAGE.
THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES ARE FOR THE BENEFIT OF THE COMPANY AND COMPANY PERSONS, WHO SHALL HAVE A RIGHT TO ASSERT AND ENFORCE THOSE PROVISIONS ON THEIR OWN BEHALF.
18. Ownership and Possession of Program Materials
The Netword Logo, Company Logo, technical usage guidelines, graphic files, video or audio clips, buttons, software, HTML code, and associated documentation (collectively "Program Materials") are owned or held in license by the Company. Any reproduction or redistribution of those Materials or reverse engineering not in accordance with the terms and conditions contained herein is expressly prohibited. Use and possession of the Program Materials are governed by these terms and conditions.
19. Use of Program Materials
19.1 CUSTOMER MAY
- a. Use the Netword® and/or Company Logo on its website(s);
- b. Use and possess Program Materials solely to participate in the applicable Company programs;
- c. Use Program Materials in the form provided by the Company; and
- d. Accurately reference the Company's products, services, copyrights and trademarks at its website(s).
19.2 CUSTOMER MAY NOT
- a. Extend, resize, reproportion, recolor, or animate any Program Materials, or otherwise alter, enhance, patch or modify them;
- b. Use Program Materials as a feature, or design element of any other logo, graphic, button, page or other visual element not expressly supplied or authorized by the Company;
- c. Modify, translate, reproduce, rent, lease, publish, distribute, sub-license, loan, copy, donate, or transfer any rights in the Netword® system to any person or entity;
- d. Use Program Materials on a website that disparages the Company, or the Netword® System, infringes any of the Company's intellectual property, or other rights, or violates state or federal law;
- e. Make inaccurate reference to the Company, or its products or services; or
- f. Use Program Materials in any manner that implies sponsorship, endorsement, or license of Customer's website(s) by the Company.
19.3 CUSTOMER MUST
- a. Acknowledge on legal notices displayed on its website(s) that the Program Materials are the Company's copyrighted, or trademarked property;
- b. Use the Program Materials and promptly update its website(s) with any revised versions, upon notice from Company of the availability of such updates;
- c. Ensure that titles, logos and other visual elements on its website(s) are at least as prominent as the Program Materials used therein;
- d. Ensure that the Program Materials appear by themselves, with a minimum spacing of one line, two characters, or 30 pixels between each side of the Program Materials and other visual elements on their webpages; and
- e. Ensure that the Program Materials, where applicable, link directly to any sites specified in those Materials, and are used in accord with the technical usage guidelines contained therein.
These Terms and Conditions may be complemented by the contemporaneous execution of an Order Form (whether in paper or electronic formats) from Company, with such Order Form detailing Netword(s)® that are being Registered with the Company. Such Order Form may list a summary of the terms and conditions that are provided in greater detail in this Agreement. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of this document. If any provision of these Terms and Conditions is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of these notices, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
21. Governing Laws
These terms and conditions shall be governed by the laws of the State of California applicable to contracts made and to be performed in that state. Any cause of action against the Company, or Company Persons related to Netword® Registrations, or Company policy must be commenced within one (1) year after such cause of action arises, or it will be barred, unless such rights are otherwise extended by law.
LIMITATION OF REMEDY: UNDER NO CIRCUMSTANCES SHALL COMPANY AND/OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES COSTS, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF, OR RELATED TO, THE SERVICES PROVIDED BY COMPANY AND/OR ITS THIRD PARTY SERVICE PROVIDER OR OUT OF THE INSTALLATION, DEINSTALLATION, USE OF, OR INABILITY TO USE YOUR COMPUTER EQUIPMENT, HARDWARE, PERIPHERALS, OR THE NETWORK RESULTING FROM THE SERVICES PROVIDED HEREUNDER.
RELEASE OF LIABILITY: BY ORDERING SERVICE, YOU AFFIRMATIVELY RELEASE AND HOLD HARMLESS COMPNAY AND/OR ITS THIRD PARTY SERVICE PROVIDER FROM AND AGAINST ANY LOSS, LIABILITY, OR DAMAGE THAT YOU OR THE OWNER OR LESSEE MAY SUFFER RESULTING FROM COMPANY AND/OR ITS THIRD PARTY SERVICE PROVIDER'S AGENTS, PARTNERS AND/OR THIRD PARTY SERVICE PROVIDERS, REGARDLESS OF THE WARRANTIES, DISCLAIMERS AND WAIVERS PARTICULAR SERVICE AND SHALL CONSTITUTE LIQUIDATED DAMAGES AND ARE A REASONABLE ESTIMATE OF DAMAGES TO YOU.
END. Date of Revision: 06.03.13