1. Subject to the terms and conditions herein contained, Worldprofit hereby grants to the Customer a non-exclusive, non-transferable, revocable license (the “License”) to use the website, without right to sublicense or encumber the website.
2. The term (the “Term”) of the License shall be one (1) year from the date that the Customer has use of the website in the case of full year payment, or 30 days in the case of the month to month payment agreement. The initial purchase of our Silver Membership Hosting and Training package is on a monthly term.
3. The Customer shall pay all amounts owing hereunder by pre-authorized credit card payment.
4. In the event that payments herein contemplated are not made on a timely basis, all amounts overdue shall bear interest at the rate of two (2%) percent per month (24% per annum).
5. In addition to all amounts payable hereunder, the Customer shall be responsible for and pay all taxes and duties, including sales, excise and goods and services tax, payable in relation to or arising from the license, use, possession or operation of the website.
6. The Customer shall not be entitled to deduct or set-off any amounts from or against any amounts owing to Worldprofit hereunder.
7. In the event of any action, suit or other proceeding commenced by Worldprofit to enforce this Agreement, the Customer shall pay to Worldprofit or its designated Agent legal fees, collection fees and disbursements (on a solicitor and own client full indemnity basis) incurred by Worldprofit or its designated Agent in connection with any such action, suit or proceeding.
8. The Customer acknowledges that Worldprofit is the exclusive owner of the website and all intellectual property rights associated therewith and that except as provided in this Agreement, the Customer does not and will not acquire any right, title or interest in the website and the Customer will not dispute or contest for any reason whatsoever, directly or indirectly, before and after expiration or termination of this Agreement, the validity of Worldprofit’s ownership of the website.
9. Worldprofit agrees to provide the Customer reasonable professional technical support from its trained staff during the Term.
10. Worldprofit does not represent or warrant that the website will meet the Customer’s needs and requirements or be free of error or operate without interruption. The Customer acknowledges that the website operates in an environment that includes software and hardware of third party vendors and that Worldprofit does not control the products of such third party vendors. Worldprofit makes no warranties of any kind, whether express or implied, including any implied warranties of merchantability or fitness for a particular use. Worldprofit takes no responsibility for any damages suffered by the Customer, including, but not limited to, loss of data, non-deliveries, missed deliveries or service interruptions. In no event shall Worldprofit be liable for any special, incidental or consequential damages, including damages for loss of business profits, business interruption, loss of business information or other pecuniary loss, lost data, loss of computer time, failure to realize expected savings and any other commercial or economic loss of any kind arising in consequence of Worldprofit’s performance, failure to perform or other breach under this Agreement. The Customer agrees that for any breach or default by Worldprofit in connection with this Agreement, regardless of whether such a breach is a fundamental breach, the Customer’s exclusive remedy shall be the payment by Worldprofit of the Customer’s damages up to a maximum amount equal to the aggregate License fees paid to the date of breach.
WEBSITE TO RESIDE ON WORLDPROFIT SERVER
11. The Customer acknowledges that, during the Term, the website shall reside on Worldprofit’s server. During the License, Worldprofit shall make the website accessible to Internet users.
12. Worldprofit does not represent or warrant to the Customer that the website will be accessible continually and on an uninterrupted basis from the Internet. In no event shall Worldprofit be liable to the Customer for any damages resulting from or relating to any failure or delay of Worldprofit to provide access to the website from the Internet.
13. Worldprofit is not liable for protection or privacy of any electronic information transferred through the Internet and the website.
14. Customer is solely responsible for the content of his or her website and/or a website the customer advertises using Worldprofit’s website. The Customer shall not submit to Worldprofit for publication on the website any of the following material:
(a) any material which violates or infringes any copyright, trade mark, trade secret, patent, statutory, common-law or other proprietary or intellectual rights of others;
(b) any material that is libelous or slanderous;
(c) any material that is or contains anything obscene or pornographic; or
(d) a distribution list to be used via unsolicited electronic mail or other mass electronic mails.
15. Due to the public nature of the Internet, all materials submitted by Customer for publication will be considered publicly assessable. Worldprofit does not screen in advance Customer’s material submitted for publication. Worldprofit’s publication of materials submitted by Customer does not create any express or implied approval by Worldprofit of such, nor does it indicate that such material complies with the terms of this Agreement.
GENERAL
16. Customer will indemnify and hold harmless Worldprofit from and against all claims, damages, costs (including solicitor and own client full indemnity basis), suits or proceedings from any source or for any reason relating, directly or indirectly, to the Customer’s website.
17. The Customer shall comply with all applicable laws, ordinances, regulations and legislation in any way relating to the use and possession of the website.
18. It is Customer’s sole responsibility to become familiar with and to comply with all laws that might relate to the Customer’s website.
19. The Customer may, at any time during the Term, cancel the License without cancellation fee or further obligation. Customers purchasing services of software either on a monthly basis or at full price are not entitled to a refund. Worldprofit Inc., is a service provider and incurs costs for software licensing, advertising, staff labour and incentive retail value bonuses offered at time of purchase.
20. In the event that Worldprofit terminates the License to use the website as herein granted prior to the expiry of the Term upon the occurrence of an Event of Default (as hereinafter defined), the Customer shall pay to Worldprofit, in addition to all License fees owing up to the date of cancellation and all other amounts owing hereunder, that amount equal to the aggregate License fees (being such amount that a Customer would be required to pay for the License for the entire Term), less all License fees paid to Worldprofit up to the date of termination, such sum being a genuine pre-estimate by the parties of the liquidated damages sustained by Worldprofit from the loss of bargain, such sum not to be construed as being a penalty.
21. The following shall constitute “Events of Default”:
(a) if the Customer is in breach of any of the terms of this Agreement or fails to perform any one or more of its obligations hereunder;
(b) if the Customer commits an act of insolvency, or makes an assignment for the general benefit of creditors, or any other proceedings be commenced by or against the Customer under any bankruptcy or insolvency law or proceedings for which the appointment of the custodian, receiver or receiver/manager or any other official of similar powers for the Customer are commenced; and
(c) if the Customer is convicted of or pleads no contest to an indictable offense, a crime involving moral turpitude or any other crime or offense that is likely to adversely affect the reputation and goodwill of Worldprofit.
22. Immediately upon the occurrence of an Event of Default, Worldprofit shall be entitled, in its sole and unfettered discretion, to terminate the License without notice and retain the domain name if it was one selected from Worldprofit’s own Domain Name Inventory.
23. Except as herein otherwise provided, all terms, conditions, covenants, agreements and indemnities shall survive the termination of this Agreement.
24. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the Province of Ontario. Worldprofit and the Customer hereby irrevocably and exclusively submit to the jurisdiction of the Courts in and for the Province of Alberta and for the Province of Ontario.
ANTI-SPAM POLICY
This sets forth our policy with regard to the use of “Spam” marketing techniques in conjunction with Internet Marketing. In the event that we deem you to be in violation of these policies we shall immediately revoke your membership rights and close any active account .
We have a strict policy against spamming. We forbid the sending of unsolicited mass Emails or unsolicited Emails of any kind in conjunction with marketing of our programs, products and services.
We reserve the right to terminate your account and participation in our programs “for cause” if we deem you to be in violation of our anti-spamming policies. We also reserve the right to suspend your account and participation pending review upon receipt of any complaint or other evidence the you may be engaging in any spamming activity.
We consider spamming to be any activity whereby you, directly or indirectly transmit email messages to any email address that has not solicited such email and does not consent to such transmission. We also consider spamming to constitute posting advertisements in newsgroups in violation of the terms of participation in such newsgroup, that are off-topic, or in newsgroups that do not specifically permit advertisements. We also consider it spamming when advertisements are placed on message boards or in chat rooms when they are not permitted by the terms of participation in such message boards and chat rooms.
If you are spammed by anyone regarding our products , services, website, or any other matters, please report this activity to abuse [at] worldprofit.com.
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