General Terms & Conditions for Merchants
1) Membership: Membership in the Beyonet Network is subject to prior approval of Beyonet. Beyonet reserves the right to refuse service to any new or existing Merchant, in its sole discretion. Beyonet reserves the right to withhold approval of membership in the Beyonet Network.
2) Representation: Merchant represents and warrants that: (a) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (b) the Website is free of any virus or any other device that could impair or injure any person or entity; (c) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (d) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (e) Merchant is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (f) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Merchant grants Beyonet and the affiliate the right and license to transmit the Creative to the affiliates Website, and opt-in emails.
3) Content: Beyonet does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Beyonet does not accept Websites that are: under construction, personal home pages, or do not own the domain they are under. This Agreement is voidable by Beyonet immediately if Merchant fails to disclose, conceals or misrepresents itself in any way. In addition, Beyonet may in its complete discretion refuse to serve any Website that it deems inappropriate. To insure compliance with this Agreement, any Merchants that change their content after approval for membership must notify Beyonet of the changes in writing immediately. Notices should be sent to support@beyonet.com
4) Code: Beyonet codes must not be modified from original format without consent from Beyonet. Merchant agrees to use the ad code provided for impression, click, lead, or sale tracking. Merchant can not alter, copy, modify, take, sell, reuse, or divulge any Beyonet computer code, except as is necessary to partake in the Beyonet Network, provided, however, with the prior approval of Beyonet. A Merchant may, in certain instances, modify the Beyonet computer code for purposes of inserting certain pre-approved language above or below an advertisement served by Beyonet. Requests for language approval should be sent to support@beyonet.com.
5) Data Reporting: Beyonet is the sole owner of all website, campaign, and aggregate web user data collected by Beyonet. Merchant only has access to campaign data that is collected through the use of their inventory via the Beyonet Merchants area.
6) Contact Information: Merchants are responsible for maintaining the correct contact and payment information associated with their account. Bank/service fees associated with returned or cancelled payments due to any error in the Merchant contact or payment information are the Merchant's responsibility, and will be deducted from merchants escrow pre-payment.
7) Payment Policy: Merchants agree to make an initial deposit. The merchant account will not be activated until the payment has been cleared. This payment is a deposit for services rendered. If the merchant chooses to close their account on Beyonet the remaining balance in their account will be refunded. Merchants cannot refer themselves as a Merchant or as an Affiliate. Groups of Merchants cannot refer each other. All payments are based on actuals as defined, accounted and audited by Beyonet. Beyonet will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Beyonet accounting methods allow merchants to carry a negative balance after the initial deposit has been spent. When an account balance drops below half of the original credit, Beyonet is design to notify merchants via email. Merchants are required to clear any negative balance before the end of each calendar month.
8) Liability Policy:
a) Indemnification: Merchant is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Merchant Websites and/or (ii) any content or material to which users can link through the Merchant Websites (other than through an advertisement supplied by Beyonet). Merchant hereby agrees to indemnify, defend and hold harmless Beyonet and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings.
b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.
c) Warranty Disclaimer: Beyonet and its users do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Beyonet, services provided thereunder, or any output or results thereof. Beyonet and its users specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.
d) Limitation of Liability: Neither Beyonet nor its users will be subject to any liability whatsoever for (i) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Beyonet or of the Internet; (ii) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (iii) errors in content or omissions in any Creative.
e) Beyonet warrants that it will only use Approved Advertising Material in the promotion of the Merchants services. Where Unapproved Advertising materials are used by Beyonet or its affiliates any warranties or indemnifications, express, implied or otherwise given by the Merchant are void. Approved Advertising Materials are materials supplied by the merchant to Beyonet designated as Approved Advertising Material. Unapproved Advertising Material is anything else. It is the responsibility of Beyonet to ensure that it has the appropriate measures in place (including but not limited to its agreements with its Affiliates) to ensure its compliance with this clause. Merchant has the right to recall Approved Advertising Materials with 14 days notice.
9) GENERAL
a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Beyonet nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Beyonet website Merchant interface are explicitly bound by this Agreement.
b) Public Release: No press releases or general public announcements shall be made without the mutual consent of Beyonet and Merchant.
c) Remedy: If any Merchant violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, Beyonet reserves the right to withhold payment and take appropriate legal action to cover its damages.
d) Audit: Beyonet shall have the sole responsibility for calculation of Merchant earnings, including Impressions and click through numbers, leads, and sales. In the event Merchant disagrees with any such calculation, a written request should be sent immediately to Beyonet. Beyonet will provide Merchant with an explanation or adjustment of the numbers which shall be final and binding.
e) Privacy: Merchant shall support Beyonet commitment to protect the privacy of the online community; such commitment is set forth in Beyonet Privacy Statement, which is hereby incorporated into this Agreement.
f) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the People's Republic of China.
g) Ability to Enter into Agreement: By executing this Agreement, Merchant warrants that Merchant (or Authorized Representative of Merchant) is at least 18 years of age, and that there is no legal reason that Merchant cannot enter into a binding contract.
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