By accessing and using this website (the “Site”), you accept and agree to be bound by the terms and provisions of these Terms of Service (these “Terms”). In addition, when using the Site’s services or any of the related applications, you shall be subject to any posted guidelines or rules applicable to such services or applications, which may be posted and modified at any time. All such guidelines or rules are hereby incorporated by reference into this Agreement. ANY ACCESS OR USE OF THIS SITE OR ANY OF THE APPLICATIONS WILL CONSTITUTE ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO FULLY COMPLY WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE THIS SITE OR ANY OF THE APPLICATIONS
This Site is made available to you by Gutsy Girls Marketings, LLC and its affiliates (the “Company”). The Site offers access to the Gutsy Girls Marketings’ (“WGNToolBox”), which is an application that is utilized by the Company’s client, a Master subscriber for use by their sub account users. In addition to WGNToolBox, the Site offers access to other services, software applications, data, information, and functionality provided by the Company on the Site and/or through other Company websites (www.Gutsy Girls Marketings.com, www.mdcdot.com and www.mdclink.com) (collectively referred to herein as the “Services”).
I Use of Services
a The Site and the Services provide limited access for nonsubscribers and increased access for sub account users. To be authorized to use any Services, you must agree with these Terms; however, for access to subscriber-related Services, such as WGNToolBox, you must also be an authorized subaccount user pursuant to a Master Subscription Agreement. UNAUTHORIZED USE OF THE SERVICES CONSTITUTES UNAUTHORIZED ACCESS TO THE COMPANY’S COMPUTER SYSTEMS AND NETWORKS, WHICH IS STRICTLY PROHIBITED AND MAY GIVE RISE TO SERIOUS CONSEQUENCES UNDER STATE AND/OR FEDERAL LAW. If you agree to these Terms, you are hereby granted a non-exclusive, non-transferable right to access and use the Services applicable to your intended use (nonsubscriber use versus sub account user use). With respect to subscriber-related Services, such right is subject to the terms and restrictions set forth in the applicable Master Subscription Agreement (as well as other Documentation), and, in the event of any inconsistency with these Terms, the terms of your applicable Master Subscription Agreement shall control. All rights not expressly granted to you in the Documentation are reserved by the Company.
b You agree to abide by all applicable laws, rules and regulations in connection with your use of the Site, WGNToolBox, and the Services, including without limitation securities laws and regulations, privacy laws and regulations, and laws governing marketing or other contact with individuals by phone, text, e-mail or regular mail. With respect any Voice Over Internet Protocol calls initiated by you through WGNToolBox, you agree to abide by the Telephone Consumer Protection Act and all other applicable laws. Without limiting the foregoing, you shall not: (i) use the Site to store or transmit libelous, infringing, unlawful or tortious material or material in violation of third-party rights; (ii) use the Services for the purpose of serving as a factor in establishing an individual’s eligibility or suitability for credit, employment or insurance, or in any way that would cause the Services to be construed as a “consumer report”; (iii) transmit, provide access to or display any User-Uploaded Information to any person or entity that you know would engage in unfair or deceptive practices; (iv) use the Site or the Services in violation of any law concerning unsolicited messages or communications, including EU Directive 2002/58/EC, the U.S. CAN-SPAM Act, and the Canadian “anti-spam” law; (v) use the Site or the Services to store or transmit harmful or malicious code or devices; or (vi) interfere with or disrupt the integrity or performance of the Site or the Services, or related systems.
c You agree to safeguard and maintain the confidentiality of your login credentials. You shall notify the Company immediately of any unauthorized use of your password or account or any other known or suspected breach of security.
d As necessary for the provision of Services, the Company will automatically monitor and implement WGNToolBox updates. You hereby authorize automatic monitoring and implementation of WGNToolBox updates, and you agree to install any updates manually if necessary. These Terms apply to all Service updates.
II User-Uploaded Information To the extent that the Site or WGNToolBox permits the uploading, posting, storage, or viewing of contact information or other content submitted by you (“User-Uploaded Information”), the Company shall have no responsibility for any such content or access thereto, and the Company shall not be responsible for any loss, unavailability, or corruption of such content. You shall retain ownership of all such User-Uploaded Information. You are responsible for (i) ensuring that all User-Uploaded Information submitted by you complies with applicable law and (ii) obtaining all necessary rights to upload, publish, or disseminate such User-Uploaded Information. You represent, warrant, and covenant that you shall not submit any User-Uploaded Information which (i) restricts or inhibits any other user from using and enjoying the Services; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (iv) violates, plagiarizes, infringes, or constitutes a misappropriation of the rights of any third party including, without limitation, copyright, trademark, trade secret, patent, rights of privacy or publicity or any other proprietary right; (v) contains any malware or other software code or programming of any kind; or (vi) constitutes or contains false or misleading indications of origin or statements of fact. The Company reserves the right to refuse to post or transmit or to remove any User-Uploaded Information in whole or in part, in the Company’s sole discretion, including any User-Uploaded Information that the Company believes has been uploaded in violation of these Terms, the Company’s privacy policies, or an applicable Subscription Agreement or constitutes a threat to the operation or integrity of the Site or the Services.
III Payment, Non-Payment; Suspension of Services; Changes in Fees Payment of Fees. In exchange for the developed software and applications accessible via the Services, each sub account user shall pay the Account Fees and Other Fees identified on the sign-up pages upon creation of your account. . Payment of the Subscription Fees shall be made at such times and in such amounts as set forth in upon sign or under the my billing section within the application after your account has been created. Except as otherwise specified in the Master Subscription Agreement, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Late Charges. If any fees or expenses are more than thirty (30) days overdue, the Company may, at its option, and without limiting its rights or remedies, charge interest at a rate of one and one-half percent (1 ½%) per month (eighteen percent (18%) per annum) or, if less, the highest rate allowed by applicable law from the date such fee or charge first became due. Suspension of Access. If a sub account user does not pay the Subscription Fees or any other fees and/or expenses payable under the Master Subscription Agreement or the other Documentation within seven (7) days after they are due, the Company may suspend or cancel access to the Services. All current and remaining fees shall be paid prior to re-activation of the Services. Further you give us the right to charge your credit card on file for any past due charges. Suspension of Service and Acceleration. If any amount owing by a sub account user for the Services is seven (7) or more days overdue (or ten (10) or more days overdue in the case of amounts you have authorized the Company to charge to your credit card), the Company may, without limiting the Company’s other rights and remedies, accelerate such sub account user unpaid fees under such agreements or Documentation so that all such obligations become immediately due and payable, and suspend the Company’s services to such sub account user until such amounts are paid in full. Changes in Fees. At any time Subscription Fees may be changed, provided that the Company gives the applicable sub account user at least thirty (30) days’ prior written notice of the change. Taxes. The Account Fees and any other fees owed by a sub account user under the Master Subscription Agreement or any other Documentation do not include U.S., state, local or other taxes. Any taxes required to be paid by the Company related to the Services may be added to the fees due under the Master Subscription Agreement and may be billed to the sub account user, and such sub account user will pay such amounts unless such sub account user provide the Company with a valid tax exemption certificate.
IV Subscription Agreement Term and Termination Term. A sub account user subscription shall commence on the date that the sub account user created their account and will continue in force on a month to month term.. A sub account user can cancel their account by calling support or via the application at anytime. Unless you cancel your account before the end of a month period your subscription will be renewed for an additional one month Renewal Term. The Initial Term and all Renewal Terms are collectively referred to as the Term. Termination for Cause. WGNToolBox may terminate a sub account users subscription in the event the sub account user has materially breached or defaulted in the performance of any of its obligations thereunder or under the Documentation or sub account user is verbally abusive or take other actions that negatively interfere with the Company’s business, and such breach or default has continued for ten (10) days after written notice thereof was provided to the breaching party by the non-breaching party. Any termination shall become effective at the end of such notice period unless the breaching party has cured any such breach or default (or taken steps to prevent the reoccurrence of such breach if it cannot be cured after the fact) prior to the expiration of such period. Refund or Payment upon Termination. If the sub account users Subscription is properly terminated in accordance with Section IV(b) above, the Company will refund any prepaid fees covering the remainder of the Term after the effective date of termination. If the Subscription Agreement is terminated by the Company in accordance with Section IV(b) above, the applicable sub account user will pay any unpaid fees covering the remainder of their Term of all order forms or Subscription Agreements. Termination will not relieve such sub account user of its obligation to pay any fees payable to the Company for the period prior to the effective date of termination. Termination for Convenience. In addition, the Company shall have the right to terminate a sub account users Subscription for any reason with twenty (20) days’ written notice. If the Subscription Agreement is properly terminated by the Company in accordance with this subsection, the Company will refund any prepaid fees covering the remainder of the Term of all order forms after the effective date of termination. Effect of Termination. Upon termination of a sub account users Subscription for any reason, all rights granted to the applicable sub account user under the Master Subscription Agreement and Sub Account Terms of Service agreement shall immediately cease and terminate and such sub account user shall cease the use of the Services or any portion thereof. Sub account users shall return the originals of Documentation, any confidential information provided to such parties by the Company and all copies thereof, in whole or in part, to the Company within thirty (30) days after the effective date of termination. Should the Company request, the applicable Sub account user agrees to provide a written certification of compliance with this provision to the Company. Injunctive Relief. Each sub account user acknowledges that in the event of a breach by such user of any of the provisions in the Master Subscription Agreement, Terms of service or the other Documentation, the Company will not have an adequate remedy in money damages and shall be entitled to injunctive relief, in addition to other remedies granted to the Company by the Documentation. Survival. Sections IV, VII, IX, X and XI of these Terms, all accrued rights to payment, and all remedies for breach of these Terms and the other Documentation shall survive termination of the Master Subscription Agreement and the relationship between the Subscriber and the Company.
V Termination; Reservation of Rights All rights granted to you by these Terms will terminate, and you will lose your status as a sub account user, if applicable, if you fail to comply with any provision of these Terms, the Master Subscription Agreement, if applicable, or the other Documentation. The Company reserves the right to reconfigure or discontinue features or functionality of the Services, the Site, or WGNToolBox at any time, with or without notice, for any reason or no reason at all, with no liability to you.
VI Ownership of Information; Intellectual Property Rights Except with respect to User-Uploaded Information, the content and information displayed on the Site is the property of the Company. The Company shall own all right, title and interest, including all related intellectual property rights, in and to the Site, WGNToolBox, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. The Site and Services may contain or reference patents, trademarks, copyrighted materials, trade secrets, products, processes or other proprietary rights of the Company (“Intellectual Property Rights”). No right or license is granted to you for the Intellectual Property Rights.
VII Representations and Warranties of Subscriber Each sub account user represents and warrants that it has not falsely identified himself or herself nor provided any false information to gain access to the Services.
VIII Revision of Terms The Company may revise these Terms from time to time. Each sub account user may be required to agree to revised Terms as a condition of continued use of the Services through the Site and WGNToolBox, and in any event each Subscriber’s continued use of the Site after the effective date of revised Terms shall confirm his, her or its agreement to be bound by such Terms.
IX Indemnity EACH SUB ACCOUNT USER AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, OR LOSS (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (I) ANY USER-UPLOADED INFORMATION POSTED BY YOU, (II) YOUR USE OF THE SERVICES, OR (III) ANY VIOLATION OF THESE TERMS OR THE OTHER DOCUMENTATION, EVEN IF SUCH CLAIM, SUIT, ACTION, OR LOSS ARISES FROM THE NEGLIGENCE OF THE COMPANY.
XI Limitations of Liability THE CUMULATIVE LIABILITY OF THE COMPANY TO SUB ACCOUNT USER FOR ALL CLAIMS RELATING TO THIS DOCUMENTATION AND/OR THE SERVICES, INCLUDING ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO BREACH OF CONTRACT, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, TORT, EQUITABLE CLAIMS OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL SUBSCRIPTION FEES PAID BY SUCH SUB ACCOUNT USER. IN NO EVENT SHALL THE COMPANY BE LIABLE HEREUNDER FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY LOST BUSINESS OR LOST SAVINGS, OR LOSS OR DAMAGE TO DATA, OR LOST PROFITS, OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST SUBSCRIBER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS UPON DAMAGES AND CLAIMS ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF ANY OF THE DOCUMENTATION HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
XII Essential Basis of Agreement XII. Essential Basis of Agreement. Both parties acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth in the Documentation form an essential basis of the agreement between the parties with respect to the Services, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions of the Services, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of the Services (specifically including, but not limited to, the Subscription Fees) would be substantially different.
XIII Notice. The Company may give notice by means of a general notice on the Services, e-mail, or by first class mail. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if first class mail) or 12 hours after sending (if email). You may give notice to the Company (notice deemed given when received) at any time by any of the following: first class mail or nationally recognized overnight delivery service to Gutsy Girls Marketings, LLC, 654 Eagle Ridge Drive, North Salt Lake, Utah 84054.
Effective Date: October 4, 2017
If you believe personal information pertaining to you has been submitted to WGNToolBox by a Subscriber and you wish to exercise any rights you may have to access, correct, amend, or delete such data, please contact us at [email protected]. We will respond to your request as soon as reasonably practicable, but no later than thirty (30) calendar days after your written request.
Subaccount Users and Ownership of Contact Data Upon subscribing to our Services, a Subscriber designates individual users who will be provided with access to WGNToolBox (a "subaccount user"). Each subaccount user maintains his or her own Contact Data and cannot access the Contact Data of another subaccount user; provided however, that a Subscriber ultimately owns and controls all Contact Data created by any subaccount user.
How Contact Data is Collected through the Use of Our Services Through using our Services, a Subscriber collects Contact Data in various ways. Some examples include:
Categories of Information Our Subscribers May Collect through the Use of Our Services When utilizing our Services, a Subscriber may collect Contact Data about individuals, some of which may consist of personal information. Some examples include:
◦ browser name, device operating system, computer platform, browser version, and browser plugins;
◦ device screen size, color profile, color depth; and pixel ratio;
◦ whether the device is cookieEnabled;
◦ language used on the device;
◦ Internet service provider or network name used when accessing the Subscriber’s website;
◦ number of visits to the Subscriber’s website;
◦ number of views of certain content on the Subscriber’s website;
◦ number of downloads from the Subscriber’s website;
◦ number of emails opened from the Subscriber;
◦ timestamps of visits to the Subscriber’s website; and
◦ duration a Contact remains on the Subscriber’s website.
In addition, a Subscriber can manually assign Contacts to email distribution lists and note whether the Contact has paid for services or products from the Subscriber. WGNToolBox also automatically tracks whether any emails to a Contact were undeliverable (including the error code and date of error) and the date that a profile is modified or removed from the CRM Software.
How our Subscribers May Use Contact Data Subscribers may use Contact Data for various purposes, including marketing. For example, Subscribers may target marketing materials to Contacts, monitor their Contacts’ online behavior, and use scoring to determine when to engage the Contact to purchase the Subscriber’s products or services. Subscribers can also utilize WGNToolBox’s reporting functionality to determine the effectiveness of marketing campaigns initiated through WGNToolBox. Another feature permits Subscribers to use Contact Data to initiate direct communication with a Contact through WGNToolBox, including via VoIP calls, text message, email, and social media interactions.
Service Enabled Tracking A Subscriber may use our Services to collect certain information about individuals and their online activities through tracking technologies. This can provide a Subscriber with information regarding a Contact’s interactions with a Subscriber’s website, including clicking on advertisements, reading content and submitting communications. Subscribers are contractually required to comply with any legal requirements in using tracking technologies made available through our Services. For example, Subscribers must disclose the use of any tracking technologies in their respective privacy policies and seek consent from Contacts in certain circumstances. Below are a few different ways this technology may be implemented through WGNToolBox.
Web Beacons Through the use of web beacons, alone or in conjunction with cookies, a Subscriber can track information about a Contact’s usage of the Subscriber’s website and interaction with emails from the Subscriber. Web beacons are clear electronic images that can recognize certain types of information on a Contact’s computer, such as a description of a website tied to the web beacon. For example, a Subscriber may place web beacons in marketing emails that notify the Subscriber when you click on a link in the email that directs you to one of the Subscriber’s websites.
Device Fingerprinting A Subscriber may receive behavioral data about a Contact using web-based device fingerprinting. Device fingerprinting is the process of collecting information through a browser to perform device identification that indicates a device is unique. Through this process, a Subscriber can track a Contact’s device across the web. The Company stores Contact Data captured during this process on behalf of the Subscriber. A Subscriber may use this process for various marketing activities, such as real-time targeted marketing, campaign measurement, reaching Subscribers across devices, and limiting the number of accesses to a Subscriber’s services.
For a Subscriber utilizing the Services from the EU, prior to the collection of any service enabled tracking information about a Contact, such Contact will be prompted by Subscriber to provide consent. If the Contact does not provide consent, no cookies, web beacons, or other tracking devices will be permitted to be used for such individual.
Methods of Subscriber-Contact Communications Facilitated by Company Through the Services, a Subscriber may interact with Contacts through email, text message, VoIP calls, and social media, as described below. The Company has no control over the timing, method, or substance of any such communications that are transmitted as a result of a Subscriber’s use of the Services. With respect to any Subscriber-contact communications, Subscribers are contractually required to comply with the Telephone Consumer Protection Act, Federal Trade Commission’s (FTC) Telemarketing Sales Rule (including compliance with the Do Not Call Registry), any other telemarketing regulations, rules, or laws, Canadian “anti-spam” law, and any other federal or state laws that apply to the Subscriber’s use of any communication mechanism provided through WGNToolBox. If you believe a Subscriber has your Contact Data and may have utilized it in violation of such a law, please contact us at [email protected] or call 1.800.741.2928 to submit a complaint against the Subscriber and we will work with the Subscriber to resolve the issue and provide you with a response. We will investigate and respond to your complaint as soon as reasonably practicable, but no later than thirty (30) calendar days after your written request.
Email A Subscriber may interact with Contacts through individual or group emails sent through WGNToolBox using Contact Data and distribution list specifications.
Text Message A Subscriber may interact with Contacts through text messages sent through WGNToolBox.
Browser Do-Not-Track Signals The Company's policy regarding 'do-not-track' signals is available here http://www.mdc.com.
Your Contact Data, Your Choice The Subscriber’s use of the Services requires the transmission of Contact Data. If a Subscriber (or a subaccount user) no longer wishes to use the Services, the Subscriber (or subaccount user) can decline to transmit additional Contact Data to the CRM Software. For any Contact Data provided prior to the cessation of the Services, the Subscriber may have access to and be provided a copy of all Contact Data maintained by the Subscriber; however, a subaccount user shall not be provided with access or a copy of such Contact Data, unless the Subscriber provides its written permission. If a Subscriber requests that the Services are terminated with respect to certain Contact Data, the Company will honor that request. However the Company retains records as described under Data Retention below.
Sensitive Information The Company will not intentionally collect or maintain any information on a Subscriber’s behalf regarding a Contact’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs or other sensitive information. In addition, the Company requires that its Subscribers will not intentionally collect or maintain such information while utilizing the Services.
Children’s Online Privacy Protection The Services are not designed for or directed to children under the age of 18. The Company contractually prohibits its Subscribers from intentionally collecting or maintaining Contact Data about anyone under the age of 18. If you are a parent who believes a Subscriber has collected information regarding your child under age 18, please contact us at [email protected] or call 1.800.741.2928 to request deletion of such Contact Data from the Subscriber’s records. We will respond to your request as soon as reasonably practicable, but no later than 5 calendar days after your request.
Compelled Disclosure The Company reserves the right to use or disclose Contact Data if required by law or if we reasonably believe it is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order, or legal process. Communications Preferences
When using our Services, a Subscriber is required to offer its Contacts a choice in how the Subscriber communicates with them. For example, a Subscriber’s marketing emails are auto-filled to provide language required to comply with laws such as CAN-SPAM. Contacts can manage their receipt of marketing and non-transactional communications from a Subscriber by clicking on the "unsubscribe" link at the bottom of the applicable message.
Correcting and Updating Subscriber Information Subscribers may update or change their registration information by editing their user or organization record. To update a user profile, please log in to the applicable Services with your username and password and edit your user settings or send your request to [email protected] or call 1.800.741.2928. To update an organization’s information, please send your request to [email protected] or call 1.800.741.2928. To update billing information or to discontinue your account, please contact us at [email protected] or call 1.800.741.2928. Requests to access, change, or delete your information will be handled within 30 days.
Data Retention The Company retains the Contact Data we receive only for a reasonable duration. As the case may be, we retain the Contact Data for as long as needed to provide our Services, comply with our legal obligations, resolve disputes, establish legal defenses, conduct audits, use for business purposes, and enforce our Subscription Agreements.
Security The Company implements administrative, technical, and physical safeguards to help protect personal information we obtain against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction. While we follow generally accepted standards to protect information submitted to us, including the use of secure socket layer (SSL) technology, no method of storage or transmission is 100% secure. Subscribers are solely responsible for protecting their passwords, limiting access to their computers, and signing out of our Services after their sessions. If a Subscriber believes that its Contact Data is no longer secure, please notify us immediately at [email protected] or call 1.800.741.2928.
Gutsy Girls Marketing, LLC
654 Eagle Ridge Drive
North Salt Lake, Utah 84054
Effective Date: Tuesday, October 7, 2014
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GUTSY GIRLS MARKETING, LLC ("Company"). BY SUBMITTING THE ONLINE APPLICATION, AND BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
2.1. To begin the enrollment process, you will complete and submit the online application at the Gutsy Girl Marketing website. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We will reject your application or cancel an existing affiliate account if we determine that you or your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes "Gutsy Girl Marketing" or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. Promotes get-rich-quick schemes that have no tangible business value.
Unless otherwise approved in writing by Company, affiliates may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
Affiliates may not bid on any variations of Gutsy Girl Marketing brand terms in any keyword based pay-per-click search engines, including, without limitation, Google and Bing.
Affiliate websites must be fully functional at all levels;
Affiliate's policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
Spawning process pop-ups are prohibited; and
Spawning such other criteria as Company may from time to time determine, in its sole discretion.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. 3.2. Company actively monitors traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; fraudulent leads as determined and reported by Company's clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Programs. If you fraudulently add leads or clicks, or inflates leads or clicks by fraudulent traffic generation, as determined solely by Company, you will forfeit your entire commission for all Programs and your account will be terminated. In addition, in the event that you have already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from you. Gutsy Girl Marketing reserves the right to terminate this Agreement and your participation in the Gutsy Girl Marketing Affiliate Program immediately and without notice to you should you commit fraud in your use of the Gutsy Girl Marketing Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Gutsy Girl Marketing shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your affiliate application, and will continue unless terminated hereunder. Either you or we may end this Agreement on three (3) business days' written advance notice to the other party, with or without cause Termination notice may be provided via email and will be effective immediately, including that you must immediately cease all advertising activities. All moneys then due will be paid during the next billing cycle, subject to any final accounting.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, (which may be provided by email to the email address provided in the course of your registration with the Company). Modifications may include, but are not limited to, changes in the payment procedures and the Gutsy Girl Marketing Affiliate Program rules. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following the email of the change notice and the new Agreement on our site will indicate your agreement to the changes.
6.1. Gutsy Girl Marketing is a 1 Tier PPS (pay-per-sale) affiliate program. We pay affiliates 10% recurring commission on referred customers (Tier 1). 6.2. Affiliates are paid about every 31 days by Paypal, approximately 15 days after the prior period, provided that Company may, in its discretion, withhold payments until such time as its clients have paid Company for the Program. In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you. All payments are made in U.S. dollars only. 6.3. Company shall compile, calculate and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by you. 6.4. Gutsy Girl Marketing will only pay Affiliates for commissions that are earned and tracked through their termination as an Affiliate. Any Affiliate that is removed from the program because of non-compliant behavior will not receive commissions from any referred customers. 6.5. As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service). Commissions will not processed until Gutsy Girl Marketing receives the affiliates W-9 form. 6.6. Currently Gutsy Girl Marketing pays all commissions via PayPal only until an affiliate reaches $5,000 in commissions. Commission payments over $5,000 will be paid by check. All affiliates are responsible for setting up their PayPal account. All PayPal fees will be deducted from an Affiliate’s commission payment upon processing through PayPal. 6.7 All affiliates must have an active membership for WGN Toolbox to be an affiliate. If you cancel your WGN toolbox subscription you will no longer be eligible for affiliate commissions.
We will create, and email you a link so that you may enter your secure affiliate account interface. You may not share your password with any other person. You are responsible for any actions taken through the use of your password.
8.1. You are free to promote your own websites, but any promotion mentioning Gutsy Girl Marketing could be perceived by the public or the press as a joint effort. To avoid confusion, the following promotional restrictions are to be followed by all participating affiliates. Certain forms of advertising are always prohibited by Gutsy Girl Marketing. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Gutsy Girl Marketing so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Gutsy Girl Marketing so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Gutsy Girl Marketing and its clients. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Gutsy Girl Marketing Affiliate Program. Any pending balances owed to you will not be paid if your account may be forfeited because of unacceptable advertising. 8.2. Affiliates that advertise among other keywords or exclusively bid in their pay-per-click campaigns on keywords such as Gutsy Girl Marketing, GutsygirlmarketingU.com, www.Gutsygirlmarketingu.com, Gutsy Girl Marketing Solo, and/or any misspellings or similar alterations of these - be it separately or in combination with other keywords - will be considered trademark violators, and will be banned from Gutsy Girl Marketing's Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such pay-per-click bidding behavior. 8.3. Affiliates are prohibited from keying in prospect's information into the lead form with the intent of misrepresenting or falsifying leads. 8.4. Affiliate shall not transmit any so-called "interstitials," "Parasitewareâ„¢," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant's site (i.e., no page from our site or any Gutsy Girl Marketing's content or branding is visible on the end-user's screen). As used herein a. "Parasitewareâ„¢" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, AOL and similar search or directory engines); (c) set commission tracking cookies through loading of Gutsy Girl Marketing's site in IFrames, hidden links and automatic pop ups that open Gutsy Girl Marketing's site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 8.5. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. For example, all endorsements, reviews, testimonials on Gutsy Girl Marketing's products and services, as well as relationships between other types of content websites (forums, blogs, microblogs and other Social Media channels) and Gutsy Girl Marketing must be clearly disclosed in a separate policy on the affiliate sites. The FTC has noted that "when there exists a connection between the endorser and the seller of the advertised product" it is imperative that such connection is "fully disclosed". FTC also scrutinizes that relationship as an endorser-sponsor light, and believes that the end user has the right to understand that an endorser-sponsor relationship exists full text here. We share the concept and concern of the FTC's approach, and will not tolerate any affiliates that fail to adhere to the FTC's guidance. We reserve the right to terminate our relationship with any non-compliant affiliates. 8.6. Gutsy Girl Marketing affiliates are rewarded for networking and bringing in new customers through their own marketing efforts. Gutsy Girl Marketing prohibits affiliates from utilizing their affiliate link to refer their own customer account(s) to receive commission. This also includes accounts that are not under their name but are paid for using a payment medium that they own. This includes forms of online payment (Credit/Debit cards) but also checks and money orders.
9.1. Company grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Gutsy Girl Marketing's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Gutsy Girl Marketing and the good will associated therewith (including any data derived from the Program) will inure to the sole benefit of Gutsy Girl Marketing. Confidentiality. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement "Confidential Information" includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Publisher agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Gutsy Girl Marketing MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Gutsy Girl Marketing SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Gutsy Girl Marketing ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
You represent and warrant that: 11.1. This 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; 11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Gutsy Girl Marketing and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site. You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
14.1. 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 Gutsy Girl Marketing. 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 any other of site or otherwise, that reasonably would contradict anything in this section. 14.2. Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party). 14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard to the conflicts of laws and principles thereof. Further, the parties hereby consent to the general jurisdiction of the federal and state courts located in Salt Lake City, Utah and agree that any action or proceeding concerning this Agreement shall be brought exclusively in such courts. 14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. 14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.