Member Terms of Service Agreement

Overview:

AdsPayPro operates and manages the AdsPayPro system to assist our affiliate marketers and independent business operators in the building of their businesses on and off the Web. Where the words "I" or "We" or "Me" or Us" or "Service" or "AdsPayPro" occur and are used herein they are meant to describe AdsPayPro and/or the AdsPayPro System where appropriate. Where the word "You" is used herein it is meant to describe any individual who subscribes to and uses the Service.

Subscription:

You wish to subscribe to and participate in the AdsPayPro system and use the AdsPayPro Website (the "Service"). You understand that participation in the Service may involve establishing contractual arrangements with third parties. In order to be an authorized Member of the AdsPayPro, you must agree to abide by all of the terms and conditions contained in this Exhibit ("Member Terms of Service Agreement"). All subscribers must read this agreement carefully and agree to all of the terms and conditions herein before registering and using the AdsPayPro Service.

Relationship of Parties:

This Agreement (the "Agreement") is made by and between AdsPayPro, and you, as a Member in AdsPayPro.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

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 AdsPayPro Replicated Web Site or otherwise, that reasonably would contradict anything in this Agreement.

Limited License:

AdsPayPro grants to You a personal, non-sub-licensable, non-exclusive license to participate in the Service.

As part of the Service, You will have access to information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services posted onto the Service by AdsPayPro.

AdsPayPro grants to You a personal, non-sub-licensable, non-exclusive license to use that Content from the Service for individual personal use ONLY.

All other use of the Content, including but not limited to, modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into another Web site, mirroring the Service, or in any other way exploiting any of the Content, in whole or in part, is prohibited without first obtaining AdsPayPro's written consent.

The Service:

All services provided by AdsPayPro may be used for lawful purposes only.

Transmission or storage of any information, data or material in violation of any International law is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statute.

In consideration of your compliance with the terms and conditions of this Agreement, AdsPayPro agrees to provide the Service to You. Use of the Service constitutes Your agreement with the terms and conditions of this Agreement.

You shall not rent, sell, lease or otherwise transfer the Service for the benefit of a third party and You will not utilize the Service in a manner that violates applicable laws of Your jurisdiction.

You explicitly affirm that you do not work for, or are contracted to, or are an Agent or Representative of and You do not constitute, a government agency or body.

AdsPayPro may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content.

AdsPayPro may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability.

Your right to use the Service is subject to any limits established by AdsPayPro in its sole discretion.

Your continued use of the Service now, or following the posting of notice of any changes in these operating rules, will constitute a binding acceptance by you of such rules, changes or modifications.

If these operating guidelines or any future changes are not acceptable to you or cause you no longer to be in compliance with this agreement, you may cancel Your Service by sending an email to support@AdsPayPro.com.

Product and Services Sales, Refund Policy:

Any purchases made through the website are for bonafide products or services, including but not limited to, access to our advertising platform, ebooks, software scripts and others of a digital nature.

NO REFUNDS WILL BE GIVEN for such digitally delivered products and services due to their intangible nature.

AdsPayPro IS NOT AN INVESTMENT PROGRAM! The products and services sold through our website are NOT financial in nature and WILL NOT SOLELY PROVIDE ANY RETURN and MAY NOT BE CONSTRUED as any form of Bond, Equity, Stock, Share, Holding or Security or any other type of financial instrument held in, or at, ours or any other organisation, firm, company or institution.

Any purchases of products or services made through our system may only be expressed in terms of a business EXPENSE or capital OUTLAY and must not be referred to or described as investments.

When making your purchases, you are to ensure the products or services they provide are suitable for your own immediate or planned future use and should not be made solely to take advantage of any Incentive Scheme or Compensation Plan.

Incentive Scheme and/or Compensation Plan and Earnings and Income Disclaimer:

You must appraise yourself of the Earnings Disclaimer attached to this website and, if applicable, any description of the Incentive Scheme or Compensation Plan and assimilate the information presented therein.

Participation in the Incentive Scheme or Compensation Plan requires that you have met or exceeded the qualification requirements as described in the description of the Incentive Scheme or Compensation Plan.

Once you have qualified to participate, various commission tracking centers will be issued and allocated to your account to order to determine any commissions, bonuses and payments due to you as a result of your performance.

At no time will any issued or allocated commission structure, or commission tracking center form any part of any sales contract for the purchase of Products or Services sold through our website. They have no capital value and are only offered and granted as incentives or bonuses and may be revoked at any time without penalty.

Where a product or service purchase transaction made by you does qualify you to participate in the Incentive Scheme or Compensation Plan, the only guarantees that may given or apply are solely to delivery of that service or product, and not to any payments or earnings offered or described by the Compensation Plan or Incentive Scheme.

At no point is any guarantee given that the Incentive Scheme or Compensation Plan will remain in force for any period of time whether specifically stated or implied by any qualification periods indicated in their descriptions.

AdsPayPro reserves the right to make changes to any part of any offered Incentive Scheme or Compensation Plan, at any time, with or without notice, including but not limited to, varying qualification volumes and periods, modifying commission or disbursement rates, or limits or targets.

AdsPayPro reserves the right to exchange any currently active incentive plan or compensation center or structure You have qualified for, for another of similar earnings potential, or at a ratio as may have been previously notified.

AdsPayPro reserves the right to suspend or discontinue any part or all of the Incentive Scheme or Compensation Plan for whatever reason, whether with or without notice, for any individual, group or the entire membership at any time.

Should the Incentive Scheme or Compensation plan be suspended or terminated, for whatever reason, You will NOT be entitled to any potential unpaid earnings or commissions that would have been paid had the Incentive Scheme or Compensation Plan remained active.

Any earnings from the Compensation Plan attributable to your account will be credited to your back-office accounts in accordance with the compensation plan.

You may use your earnings to purchase further products and services directly from your back-office without having to first withdraw them to an external institution or payment processor.

Any drawings of earnings to an external institution will be subject to the specified minimum or maximum limits stated or required Members Status. If you do not meet the requirements, you will not be able to withdraw any earnings.

Registration for an Account, Password and Security:

To become a Member so you can use the service, you must register by providing AdsPayPro with current, accurate and complete information as prompted by the Registration or Signup Form. You shall not knowingly provide inaccurate information with the intent to create a false identity. This includes, but is not limited to providing false name or e-mail address.

You also agree not to provide false or misleading information in the administrative panel of the software or your web site. This includes, but is not limited to providing a false e-mail address to be displayed in the FROM: field on outgoing emails.

You are entirely responsible for maintaining the confidentiality of your password and account.
Furthermore, you are entirely responsible for any and all activities that occur under your account.

You agree to notify AdsPayPro immediately of any unauthorized use of your account or any other breach of security. You agree that AdsPayPro is the neutral host of the Service and has no responsibility or liability in relation to the business opportunities that You represent as part of Your use of the Service.

You agree to indemnify, defend, and hold AdsPayPro and its affiliates, officers, directors, employees and agents (collectively, AdsPayPro) from and against any and all liability, claims, losses, damages, injuries or expenses (including attorneys' fees) directly or indirectly arising from or relating to Your use of the Service and any dispute relating thereto.

You agree that AdsPayPro may rely on any data, notice, instruction or request furnished to AdsPayPro by You, which is reasonably believed by AdsPayPro to be genuine and to have been sent or presented by a person reasonably believed by AdsPayPro to be authorized to act on Your behalf.

You shall notify AdsPayPro of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account.

Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by AdsPayPro and referral to the appropriate law enforcement agencies.

You acknowledge and agree that You will promptly notify AdsPayPro if you are aware of any person who, in your good faith opinion, is or is intending to take unfair advantage of the Service provided by AdsPayPro.

AdsPayPro reserves the right to send e-mail to You for the purposes of informing you of applicable Offers, changes or additions to the Service or any related products and services.

Subscriber Privacy:

It is AdsPayPro's policy to respect the privacy of its subscribers. AdsPayPro will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior permission unless AdsPayPro has a good faith belief that such action is necessary to:

  1. Conform to legal requirements or comply with legal process.
  2. Protect and defend the rights or property of AdsPayPro.
  3. Enforce this Service Agreement or protect AdsPayPro business or reputation, including without limitation upon termination, cancellation or suspension of this Agreement by AdsPayPro.
  4. Respond to request for identification in connection with claim of copyright or trademark infringement by you or a claim by a third party that you are using the Service in connection with an infringing, illegal or improper activity.
  5. Act to protect the interests of its Affiliates or others.

AdsPayPro's Service transmits your name and/or email address with each message that you send. For more information, see our PRIVACY POLICY. You agree that AdsPayPro, and its affiliated contractors, may access your account, including its contents, as stated above or to respond to service or technical issues.

Subscriber Conduct:

AdsPayPro retains the right, at its sole discretion, to determine whether or not a Member's conduct is consistent with the letter and spirit of the Terms of Service Agreement or Conditions or Policies and Procedures of AdsPayPro and may terminate Service if a Member's conduct is found to be inconsistent with said Terms of Service Agreement and/or Conditions and/or Policies and Procedures. Any unauthorized use of the Service, or the resale of the Services, is expressly prohibited. You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, you agree not to:

  1. Use the Service in connection with chain letters, junk email, pyramid schemes, money games, spamming or any duplicative or unsolicited messages (commercial or otherwise).
  2. Harvest or otherwise collect information about others, including email addresses, without their consent.
  3. Create a false identity or forged email, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message.
  4. Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic or otherwise objectionable material of any kind or nature.
  5. Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity.
  6. Libel, defame or slander any person, including AdsPayPro, or infringe upon any person's privacy rights.
  7. Threaten or abuse any of our staff, affiliates, contractors and sub-contractors, members and customers in any way, shape or form.
  8. Post, or threaten to post, defamotary statements or any comments likely to cause harm about AdsPayPro, our staff or contractors, members and customers on social media or any public or private message board or forum, or distribute such material by email or other messaging service.
  9. Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious programs.
  10. Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks.
  11. Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
  12. Interfere with another Affiliate's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
  13. Issue a complaint or a dispute through a payment processor or initiate a chargeback through their bank or credit card company or attempt in any way to reclaim funds made in payment for products or services through our website.
  14. Engage in any other activity that AdsPayPro believes could subject it to criminal liability or civil penalty or judgment.

Spam:

You are bound by the Anti-Spam Policy attached to this website.

Email:

You agree to receive e-mail messages from AdsPayPro. These include, but are not limited to our Newsletter, service updates, new product information, paid and unpaid advertisements, etc.

AdsPayPro is not responsible for guaranteeing the delivery of emails sent through the system. AdsPayPro will not be responsible for any delays, blocks, or filters that may affect email delivery.

Idea Submissions:

AdsPayPro welcomes specific comments regarding the Service. If You send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively "Information"), the Information shall be deemed, and shall remain, the property of AdsPayPro.
None of the Information shall be subject to any obligation of confidentiality on the part of AdsPayPro and AdsPayPro shall not be liable or owe any compensation for any use or disclosure of the Information.

Proprietary Information:

You acknowledge that, in the course of using the Service you will obtain information relating to the Service and/or to AdsPayPro ("Proprietary Information").
Such Proprietary Information shall belong solely to AdsPayPro and includes, but is not limited to, the features and mode of operation of the Service.
In regard to this Proprietary Information You agree not to use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of AdsPayPro, or unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.

Cancellation:

You may cancel your account at any time.
If you wish to to cancel your account, it is your responsibility to provide direct notification via the website or via email to AdsPayPro.
Your Affiliate account username and password must be included in the cancellation request. Cancellation will take effect only when AdsPayPro verifies the correct receipt of the cancellation request.
Cancellation of your service from any other associated or affiliated program will NOT automatically cancel your agreement with AdsPayPro.
Once your cancellation request has been received and verified by AdsPayPro, Your access to the Service will be suspended. You will still be responsible for all actions and charges incurred up to the time that the account is deactivated.
Upon cancellation, You forfeit any and all existing and future earnings from AdsPayPro whether you cancel your account yourself or we cancel your account. No refunds or partial refunds, or payments or partial payments from any account balances will be provided under any circumstances.
You agree that AdsPayPro has the right to delete all data, files, leads or other information that is stored in the Affiliate's account if either AdsPayPro or the subscriber terminates the Member's account with the company, for any reason. We, AdsPayPro and our associated companies, will however, retain the right to use the data, files, leads, and other information stored in the Affiliate's account.

Termination:

AdsPayPro may, in its sole discretion, terminate or suspend Your access to all or part of the Service for any reason, including without limitation, breach of this Agreement, or assignment of this Agreement by You.
Upon termination, You shall no longer be entitled to use the Service and the licenses granted hereunder shall terminate and You shall immediately return or destroy all Proprietary Information, but the terms of this Agreement will otherwise remain in effect.

Responsibility of Content:

AdsPayPro exercises no control whatsoever over the content, information and data passing through its Service, including but not limited to the domain www.AdsPayPro.com, and our Internet server. Subscriber business opportunity links in the Service lead to sites maintained by individuals or organizations other than AdsPayPro over whom AdsPayPro has no control. AdsPayPro provides these links for their prospects, and the inclusion of any link on the Service does not imply any endorsement by AdsPayPro of the linked sites, their content or owners. AdsPayPro makes no representations whatsoever about any other website which you may access through the Service. When you access a non-AdsPayPro web site, please understand that it is independent from AdsPayPro, and that AdsPayPro has no control over the content on that website. In addition, a link to a non-AdsPayPro website does not mean that AdsPayPro endorses or accepts any responsibility for the content or the use of such website.

Nonassignability:

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. System accounts cannot be transferred or used by anyone other than the subscriber. Accounts, which have been transferred to other parties, or show other activity in violation of this paragraph, are subject to immediate cancellation. You are not allowed to let others access and use the Service, nor make your password visible to others. You may not attempt to find out the password of another user of the Service.

Modification:

AdsPayPro reserves the right to change, modify, add or remove portions of this Agreement, at ANY time and in our sole discretion, by posting a change notice OR a new agreement on our site. If any modification is unacceptable to you, or if you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of AdsPayPro in operating the Service, your only recourse is to terminate this agreement by cancelling your service. Your continued use of the service following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change.

Force Majeure:

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, labor conditions, or any other cause which is beyond the reasonable control of such party.

Arbitration:

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to any court of competent jurisdiction except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.
Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous:

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be 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 Agreement.

AdsPayPro Copyrights:

Any and all content on the AdsPayPro site and related sites, including but not limited to text, graphics, logos, picture images, audio files, video files, multi-media, music, sound, intellectual property and software is the property of AdsPayPro and is protected by U.S. and international copyright and trademark laws. No part of the web site or related web sites may be reproduced or transmitted in any form or by any means without written permission from AdsPayPro. AdsPayPro's copyright notice (© 2011 onwards, AdsPayPro) appears to remind you that everything on the AdsPayPro sites and site is owned by AdsPayPro and protected by copyright as a collective work or compilation (or both) with the exception of works identified by someone else's copyright notice.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, INDEMNIFICATION:

AdsPayPro makes no warranties of any kind, whether expressed or implied, for the service it is providing. AdsPayPro also disclaims any warranty of merchantability or fitness for a particular purpose. AdsPayPro will not be responsible for any damage suffered. This includes loss of data resulting from delays, non deliveries, misdeliveries, or service interruptions caused by AdsPayPro's negligence or the Member's errors or omissions. Use of any information obtained via AdsPayPro is at your own risk. AdsPayPro specifically denies any responsibility for the accuracy or quality of information obtained through its services.
AdsPayPro DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. AdsPayPro WILL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR COSTS THAT YOU AND/OR YOUR BUSINESS MAY SUFFER WHEN USING THE SERVICE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS AdsPayPro FROM ANY CLAIMS RESULTING FROM YOUR USE THE SERVICE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER AdsPayPro NOR ITS SERVICE PROVIDERS, AGENTS, LICENSORS, EMPLOYEES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF THE USE OR MISUSE OF THE SERVICE.

Entire Agreement:

This Agreement constitutes the entire agreement between AdsPayPro and You pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly cancelled. Any future modifications of this Agreement must be in writing.
Should any provision of this agreement be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of this agreement shall remain unaffected thereby unless otherwise stated.
These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted.

Enurement:

The provisions of this agreement shall be binding on you and ensure to the benefit of the successors and assigns of AdsPayPro. AdsPayPro may assign this Agreement at any time in its sole and absolute discretion and without your consent.

Independent Investigation:

You acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
By clicking on the "Accept", "Agree", "Confirm" or similar button, using this website, or by joining and using the AdsPayPro services you indicate your acceptance of this agreement and its terms and conditions.
If you do not agree to all of the terms and conditions of this agreement, then you are not permitted to subscribe for the service.