Terms of Service
App Agreement
This contract is by and
between You, the purchaser, hereafter Customer and
PTAJ Marketing Inc., a company located in Katy, TX, hereafter Company. Website
refers to http://www.ptajmarketing.com and any related pages, content or
agreements, hereafter Website.
Relationship: Company is
acting as an independent contractor, and is not acting as an employee of
Customer.
The Customer desires
Company to enter into an APP AGREEMENT for the following projects:
1.0 Authorization:
Customer is engaging
Company for the specific project of developing an iPhone/iPod Application.
Company will establish an app on behalf of the Customer. The Customer hereby
authorizes Company to access this app, and create, upload, modify or delete
files as needed, at sole discretion of Company. Customer also agrees that Customer has authority to bind
Customer into any legal agreements, and will be liable for any costs related to
this agreement, regardless of authority, or if authority to enter Customer into
agreements is invalid, or revoked. Customer authorizes Company to charge
Customer�s credit card monthly for services rendered. Customer also authorizes Company to obtain an app name, or
similar to, the Customer�s business name, or keyword phrase chosen by either
Customer or Company. Customer transfers all rights to this app name and all
future use, to Company. If
Customer cancels agreement or products purchased from Company, Customer agrees
that any app names purchased by Company remain the property of Company, and
Customer releases Company from any future action against Company to obtain app
names, unless purchased from Company by Customer. Customer assigns all rights to using Customers name,
business name, or any other trademark retained by Customer to Company, to use
in an app name, both during the course of this agreement, and after. Even if app is
purchased by Customer from Company, Customer acknowledges that apps are
billed yearly from Apple, and Customer is responsible for further costs.
Customer also agrees that services will continue until cancelled, and I
UNDERSTAND THAT THIS CONSUMER TRANSACTION INVOLVES A NEGATIVE OPTION AND THAT I
MAY BE LIABLE FOR PAYMENT OF FUTURE GOODS AND SERVICES, UNDER THE TERMS OF THIS
AGREEMENT, IF I FAIL TO NOTIFY THE SUPPLIER NOT TO SUPPLY THE GOODS OR SERVICES
DESCRIBED. Customer will be charged a monthly fee using the credit card supplied to Company. Customers whose credit cards are declined will have their services interrupted until payment can be collected. Company may try to re-process declined transactions. Customer also desires
Company to create and make ready for use an app reflecting Customer�s business
for Customer�s app. If no written
request for an app name is received by Company, Company will use its sole
discretion in the app name. As
many app names are already registered, Customer authorizes Company to use its
judgment in choosing an app name that reflects Customer. If a written request
is received by Company from Customer, and that name is available to be
registered, Company will register that name. If aforementioned request for an app name is already
taken, Company will use its judgment in selecting an app name. Additional app names chosen by Customer
will be billed separately. I understand that the location of my business/address shown on app may or may not be the exact location of my business/address. Data is pulled from Google, or other sources, and we make no warranties to the accuracy of the map data. Also, your product may differ slightly from the video, since we are continually trying to improve our services. Customer also agrees that we do not prorate app refunds for unused days of the month. Customer will be billed the full month's fee if cancelled anytime during that month, not a prorated amount of days used. Monthly fee recurs indefinitely until cancelled. We vigorously defend any and all chargebacks. Company will take immediate legal action against any customer who unlawfully or dishonestly obtains a refund for services rendered. False chargebacks placed against Company. for any services purchased will be immediately referred to a collection agency, and a $250.00 fee will be assessed on the account. The customer may also face legal action depending on the severity of the fraudulent chargeback. Company does NOT issue refunds for unwanted service. It is the customer's responsibility to close an account before it re-bills if they do not want to be charged. Company is not responsible for overdrafts, over-limit, or any other situation relating to a customer's bank or credit card account balance. Customer agrees that they are licensing the use of the app, and no ownership is created in an intellectual property or otherwise. All intellectual property belongs to Company, who licenses it out to Customer for their monthly fee and setup fee. If you become our affiliate, you agree to not use any blackhat or spam to promote our product, nor anything illegal, unethical, or something we would frown upon. We also reserve the right to reject any app that is requested to be made for any, or no, reason at all. If we reject building your app, you will receive a refund. Customer agrees that we have the right to reject their app, and that their sole and only recourse is a refund of their fee. Customer also grants Company the right to modify the information provided to be posted to the app, with or without notice. If you order our custom image/logo/loadscreen package, the fee is for 1 draft and 1 revision. Additional drafts and revisions are extra.
2.0 Maintenance and
Changes:
If maintenance option is
purchased, Company will provide minor updates to the app. Minor updates will
not exceed one-half (1/2) hour per month, the hourly maintenance rate will be
applied thereafter. No other parties shall have the right to change the app
during the maintenance period, or lack thereof. Company has all rights to the
modification, or lack of modification to the app. If The Customer or an agent
other than Company attempts updating the app, time to repair app will be assessed
at the hourly rate, and is not included as part of the updating time.
Maintenance hours expire at the end of month billed, and do not accumulate.
2.10 Compensation. For
all of Company�s services under this Agreement, Customer shall compensate
Company, according to the payment schedule selected on website or on the order
form (Exhibit A or on Website). In the event Customer fails to make any of the
payments referenced by the deadline set forth in Exhibit A (Invoice), Company
has the right, but are not obligated, to pursue any or
all of the following remedies:
(1) terminate
the Agreement,
(2) immediately
stop all works-in-progress and/or remove material,
(3) bring
legal action.
3.0 Consultation:
Company will not provide consultation per every site. If needed, the hourly
Consultation rate will be applied.
4.0 Scope of Service
4.10 Company will: Edit,
revise, update or create new content on an app based on package selected.
Provide disaster recovery from backup and maintain a current file library of
all assets, graphics, and source code for Customer's app.
4.20 Company will not:
�Create new graphics,
content, code, scripts, media, or other additional elements without which are
not outlined in Sect. 2., unless agreed upon and payment is received.�Liaise with billing and/or accounting �Monitor operating
system or Server Status unless otherwise specified and agreed upon.�Be
responsible for errors and omissions contained in app content.
�Install
patches, fixes, updates to app or server; install additional software
packages to the operating system or server; install patches, fixes or updates
to additional software packages.
�Guarantee Visitors to
website, business, Phonecalls, leads, Google or other website placement, or Sales of Customer�s Products. Customer acknowledges that Company is
creating an app for Customer only.
5.0 Additional Services:
Any revisions, additions or redesign Customer wishes Company to perform which
is not specified in this document shall be considered "additional"
and will require separate payment. Company shall advise Customer on any
requested work that falls within these bounds. Company has the right to accept
or deny current or former additional services, whether included during the
initial agreement or anytime after, at Company�s sole discretion.
6.0 Cancellation: You
may cancel your App Agreement with us at any time, by giving us written notice,
provided that payment is up-to-date. Your app may be taken offline during the
month we received your written cancellation request, and may no longer be
accessible. We may also opt to keep it accessible, but not charge you. You will also stop your monthly billing, provided that your account
is up-to-date, unless you elect to continue our services at a later date. Accounts may also be
cancelled by Company for any, or no reason at all. Accounts may be
cancelled by either Customer, or Company, for any reason, or no reason
at all. There is no minimum term,
or termination fee. Email cancellation requests are considered not valid.
Written cancellation requests must be received at: PTAJ Marketing, Inc. 6037
Fry Rd. Ste. 126 PMB#65 Katy, TX 77449.
7.0 Troubleshooting: In
the event of a fault with our app service or server, we will initiate an
inquiry into the service disruption within 24 working hours of the fault or
support issue being reported or observed. In the event of a hardware or
software fault being found, the software or hardware maintainer will be
contacted and Company will negotiate with them on the Customer's behalf. In the
event of an operating system fault, Company will endeavor to solve the problem
as soon as it is possible. No refunds will be given for downtime, except at
Company�s sole discretion.
By accessing this web
site, you are agreeing to be bound by these web site Terms and Conditions of
Use, privacy policy, refund policy, all applicable laws and regulations, and
agree that you are responsible for compliance with any applicable local laws.
If you do not agree with any of these terms, you are prohibited from using or
accessing this site. The materials contained in this web site are protected by
applicable copyright and trade mark law.
8.0 Terms of use and
Copyright: Permission is granted to use an app (app and app name) created by
Company for you as a client for personal or commercial use. This is the grant
of a license, not a transfer of title, and under this license you may not:
modify or
copy the materials; upload the app to another domain name, location, server, or
host
attempt to
decompile or reverse engineer any software contained on Company or Customer�s
app; remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or "mirror" the materials on
any other server. This license shall automatically terminate if you violate any
of these restrictions and may be terminated by Company at any time. Upon
terminating your viewing of these materials or upon the termination of this
license, you must destroy any downloaded materials in your possession whether
in electronic or printed format.
You understand and agree
that you are being billed monthly for a service, and do not retain ownership to
any content (app, app names, etc) created by Company for you. You agree that if
service is discontinued, you can either 1) work with us to purchase the app(s)
for a mutually agreed upon rate; 2) If not purchased and service is
discontinued, app(s) will remain the property of Company and may be taken
offline, destroyed, or retained in any state (active or otherwise).
You are agreeing to use
the app, logos, services or anything else provided and/or created by Company at
a monthly recurring cost. This can be cancelled by writing us at the above
address. In order to not be charged any future recurring cost, please give us
ample time (10 business days) to be cancelled out of any recurring billing
system before the next scheduled charge to your account. Not cancelling the
service constitutes authorization by you, the buyer, for any charges (as
outlined) for the services you requested until your request to cancel has been
received by our staff. Our company's entire liability, and the purchaser's exclusive
remedy, shall be a refund as outlined in the refund policy.
9.0 Disclaimer
The materials on
Company's web site, or app created for Customer are provided "as is".
Company makes no warranties, expressed or implied, and hereby disclaims and
negates all other warranties, including without limitation, implied warranties
or conditions of merchantability, fitness for a particular purpose, or
non-infringement of intellectual property or other violation of rights.
Further, Company does not warrant or make any representations concerning the
accuracy, likely results, or reliability of the use of the materials on its
Internet web site or otherwise relating to such materials or on any sites
linked to this site.
10.0 Limitations
In no event shall
Company or its suppliers be liable for any damages (including, without
limitation, damages for loss of data or profit, or due to business
interruption,) arising out of the use or inability to use the materials on
Company's Internet site, even if Company or a Company authorized representative
has been notified orally or in writing of the possibility of such damage.
Because some jurisdictions do not allow limitations on implied warranties, or
limitations of liability for consequential or incidental damages, these
limitations may not apply to you.
11.0 Revisions and
Errata
The materials appearing
on Company's web site could include technical, typographical, or photographic
errors. Company does not warrant that any of the materials on its web site are
accurate, complete, or current. Company may make changes to the materials
contained on its web site at any time without notice. Company does not,
however, make any commitment to update the materials.
12.0 Terms of Use
Modifications
Company may revise these
terms of use at any time with or without notice. You are agreeing to be bound
by the then current version of this agreement.
13.0 Governing Law
Any claim relating to
Company's web site shall be governed by the laws of the State of Texas without
regard to its conflict of law provisions.
14.0 Refunds:
Company offers a 15-day
Money Back Guarantee policy for anyone who is not completely satisfied with our
app(s) within the first 15 days of sign up. To receive a full
refund please contact us.
After 15 days, we will
work with the customer to make sure you are fully satisfied. Any changes to the
app will be billed at the current hourly rate. If not satisfied, your sole
recourse is to discontinue service. In any case, Company will not be liable for
any amount exceeding one (1) month's app rate.
15.0 Entire
Understanding: This contract, constitutes the sole
agreement between Company and the Customer regarding its App Service.
Regardless of the place of signing of this agreement, the Customer agrees that
for purposes of venue, this contract was entered into in Harris county, TX, USA
and any dispute will be litigated or arbitrated in Harris county, TX, USA. This
agreement shall be governed and construed in accordance with the laws of the
State of Texas, USA.
16.0 Headings:
The headings and
captions used in this Agreement are inserted for convenience only and will not
affect the meaning or interpretation of this agreement.
17.0 Indemnification
: Customer agrees that it shall defend, indemnify, save and hold Company
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney's fees asserted against Company, its agents, its
customers, officers and employees, that may arise or result from any service
provided or performed or agreed to be performed or any product sold by
customer, its agents, employees or assigns. Customer agrees to defend,
indemnify and hold harmless Company against liabilities arising out of; (1) any
injury to person or property caused by any products sold or otherwise
distributed in connection with Company; (2) any material supplied by customer
infringing or allegedly infringing on the proprietary rights of a third party;
(3) copyright infringement and (4) any defective products sold to customers
from Company's server.
17.1 Arbitration: By
using any Company services, you agree to submit to binding arbitration. If any
disputes or claims arise against Company or its subsidiaries, such disputes will be handled by an arbitrator of Company's choice.
An arbitrator from the American Arbitration Association or the National
Arbitration Forum will be selected in the state of Texas. Arbitrators shall be
attorneys or retired judges and shall be selected pursuant to the applicable
rules. All decisions rendered by the arbitrator will be binding and final. The
arbitrator's award is final and binding on all parties. The Federal Arbitration
Act, and not any state arbitration law, governs all arbitration under this
Arbitration Clause. You are also responsible for any and all costs related to
such arbitration.
18.0 Disclaimer
: Company shall not be responsible for any damages your business may
suffer. Company makes no warranties of any kind, expressed or implied for
services we provide. Company disclaims any warranty or merchantability or
fitness for a particular purpose. This includes loss of data resulting from
delays, no deliveries, wrong delivery, and any and all service interruptions
caused by Company and its employees.
19.0 Disclosure to law
enforcement: Company may disclose any subscriber information to law enforcement
agencies without further consent or notification to the subscriber upon lawful
request from such agencies. We will cooperate fully with law enforcement
agencies.
20.0 Severability: If
this Agreement shall contain any term or provision which shall be invalid or
against public policy or if the application of same is invalid or against
public policy, then, the remainder of this Agreement shall not be affected
thereby and shall remain in full force and effect.
21.0 Affiliates: This Affiliate Service Agreement (the "Agreement") is made by and between PTAJ Marketing, Inc., a Texas, USA corporation, and you, as an Affiliate utilizing the PTAJ Marketing, Inc. Affiliate service ("You", "Your", "Affiliate").
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for our affiliate program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the PTAJ Marketing, Inc. Service as an Affiliate.
The following agreement is summarized as follows:
� You place our banners or links anywhere on your site as you see fit, or within non-spam emails.
� We may email you concerning changes
� We might change the service here and then
� Adult, Hate, or other related sites are not allowed
� You will be credited to your account your commissions provided that your referrals are still active after 45 days of service.
� All statistics are collected and calculated by PTAJ Marketing, Inc., and will be the only valid stats used for determining commissions.
� Any page that contains PTAJ Marketing, Inc. links, banners, or code must be written in English.
� Your physical address listed for your account MUST be your actual address. Mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose Russia as a country, you must be in Russia.
� You won't hold us liable for anything, a link to a non-PTAJ Marketing, Inc. Web site does not mean that PTAJ Marketing, Inc. endorses or accepts any responsibility for the content or the use of such Web site.
� You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.
� You may place banners or links within your newsletters, in content of your website, or within other web related content.
� Affiliate accounts that are left inactive will be removed from our system. An abandoned affiliate account is defined as any account that has no active services with us. We do not pay checks or other payments other than credits for referrals.
� NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
� NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
� NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.
� Failure to abide by these rules could mean termination from PTAJ Marketing, Inc. completely with a complete forfeit of commissions.
� Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
� If you run or utilize an incentive website, you MAY participate in PTAJ Marketing, Inc. programs ONLY IF you receive specific written (fax or email are ok as well) permission from PTAJ Marketing, Inc.. You must also copy this specific permission to us, and that permission must detail exactly what kind of incentive your users have to click the links. Without this permission, your commissions may be voided.
The undersigned agrees
to the terms of this agreement on behalf of his or her organization or
business. For the purposes of this agreement, a digital signature, or checkout
and payment on our website will also be valid, legal and binding.
If this agreement is
accessed via our website, your payment constitutes a legal and binding
signature. I have read, understand and agree to this agreement.
___________________
Customer Name PTAJ Marketing
Inc.
___________________
Signature, Title
_________________
___________________ Date _________________
If purchasing our SEO product(s), the agreement below applies, and your payment constitutes a valid, legal signature. PTAJ Marketing, Inc. 6037 Fry Rd. Ste. 126 PMB#65, Katy TX 77449 832-392-5115 Search Engine Optimization and Internet Marketing Management Agreement This agreement is hereby entered into between PTAJ Marketing, Inc. (hereinafter referred to as “Company” and _____________________ (hereinafter referred to as “Client”) on the ___ day of _______, 200___. Relationship: Company is acting as an independent contractor, and is not acting as an employee of Customer. 1.”Company” agrees to provide Client with Search Engine Optimization and Reporting Services (hereinafter referred to as “SEO”) as described in this agreement. “Company” is authorized to use the specific keywords and/or phases set forth below for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s), http://www.______________________.com in the search engines and/or directories that are most frequently used by the general public which are defined below. Company also agrees to provide Client with consulting services in managing its existing internet advertising channels through multiple vendors. SEO and Consulting services will be provided at a rate of $500 per month, for 5 hours a month of work. Additional hours are billed at the rate of $100/hour and can be added without executing a new agreement. 2.Client agrees to pay “Company” a fee as stated above. Fee must be received prior to the start of any services provided. SEO Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include: • Research keywords and phrases to select appropriate, relevant search terms. • Edit various html tags and page text as necessary prior to submission to selected search engines and directories. • Create as required, additional web pages for the purpose of “catching” keyword/phrase searches. • Hand-submit your pages to the engines and directories stated in this agreement. • Create positioning reports for main site and any associated pages showing rankings in the major search engines and under which keywords. 4. For the purposes of providing these services, client agrees to provide: • Give “Company” FTP access to the main site for uploading new pages, and making changes for the purpose of optimization OR approval to go through 3rd Party. • Client authorizes “Company” use of all client logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by “Company” for search engine positioning and optimization. • If Client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500-word “articles” about each of their keyword phrases, up to the hourly limit above. 5. Selected search engines* include: • AOL • Alta Vista • About • Google • All The Web • Excite • Hot Bot • Looksmart • MSN • Lycos • Yahoo [web pages only] • Netscape * Top Major SE and SE names may change without notice 6. Client acknowledges the following with respect to services: • “Company” has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory. “Company” will resubmit those pages that have been dropped from the index.) • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, “Company” does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. • Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list your site. • Occasionally, search engines will stop accepting submissions for an indefinite period of time. • Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. • Some search directories offer expedited listing services for a fee. “Company” encourages clients to take advantage of these expedited services. Client is responsible for expedited service fees, example Yahoo, unless otherwise noted in the package Client purchases. 7. The “Company” is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site. 8. Additional Services not listed herein or in Proposal will be provided for $100 per hour. For example, purchasing keywords beyond the scope provided in the SEO proposal, or creating more doorway pages than provided in original Proposal. 9. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to “Company” for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend “Company” and its subcontractors from any liability or suit arising from the use of such elements. 10. “Company” is not responsible for Client’s overwriting SEO work to Client’s site. IE / Client webmaster making changes and uploading over work already provided. Client will be charged an additional fee for re-constructing Metas, etc based on the hourly rate of $100/hour. 11. Limitation of Liability. Under no circumstances will PTAJ Marketing Inc. be liable to the agent by contract or tort or law for incidental, consequential, or special damages, even if the damages are foreseeable, if the damages exceed the total amount of this contract. 12. Governing Law and Venue. THIS AGREEMENT AND THE PARTIES' RELATIONSHIP WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE VENUE FOR ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT OR ANY ASPECT OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, APPLICANT'S USE OF OR INABILITY TO USE THE SERVICE OR ACCEPTANCE, REJECTION OR REMOVAL OF APPLICANT'S SUGGESTED SITE, SHALL BE THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS. ACCORDINGLY, THE MERCHANT AND PTAJ MARKETING INC. AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS. AGENT AND PTAJ MARKETING INC. ARE BOUND TO THE JURISDICTION OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS. 13. Data Usage. Merchant acknowledges and agrees that PTAJ Marketing Inc. may use the information about Merchant on its servers and any registration information submitted by Merchant in aggregate form for research and product development, marketing, or other promotional purposes. Merchant hereby agrees that PTAJ Marketing Inc. has the right (but not the obligation) to disclose any such information if PTAJ Marketing Inc. believes such disclosure is needed to comply with the law or legal process or to protect the rights and interests of PTAJ Marketing Inc. or others, including to enforce this Agreement. PTAJ Marketing Inc. will have the right to change any portion of its privacy statement at anytime so long as notice is given of the change at least 10 days prior to the revision. Merchant shall support PTAJ Marketing Inc.’s commitment to protect the privacy of the online community; such commitment is set forth in PTAJ Marketing Inc.’s Privacy Statement. 14. Indemnification. Merchant agrees to indemnify, defend and hold harmless PTAJ Marketing Inc., and its partners, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, arising from any third-party claim, demand, action or proceeding, if resulting from or arising out of any alleged violation of this agreement or any alleged violation of any rights of others or resulting from or arising out of the service or Merchant's use thereof or listing therein or the acceptance or rejection of the site submitted by Merchant. PTAJ Marketing Inc. has the right (but not the obligation), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Merchant, which shall not otherwise excuse Merchant's indemnity obligations. 15. Online Account. Merchant will be given access to password protected reporting to their campaign delivery upon request. PTAJ Marketing Inc. will take reasonable means to insure the security of the information throughout the affiliate system. PTAJ Marketing Inc. is not responsible for any information distribution as the result neglect on the agent’s part. 16. Refunds. Merchant agrees that after the execution of this contract no refunds will be given. 17. Term. If the term of this contract is not specified in writing prior this agreement’s commencement, then the contract shall continue indefinitely until 30 days from the receipt of written cancellation. Either party may cancel the agreement after the first 30 days, (i) unless the contract specifies otherwise, (ii) contracted delivery is complete, (iii) one party creates a material breach which is uncured for at least 30 days, (iv) either party become insolvent or bankrupt, (v) any other valid invoice is not paid within the time specified on the invoice. Upon receipt of written cancellation notice, PTAJ Marketing Inc. must cease the perpetuation of publicizing the relevant advertising contents within the time period specified in the contract. If an out-clause is not specified on the contract, PTAJ Marketing Inc. must cease the publication of contract 30 days after receipt of specific written notice. 18. Advertising. PTAJ Marketing Inc. will provide marketing material on behalf of the merchant. Code will be placed on the post transaction page of the merchant. Under no circumstances should the Merchant modify the marketing material or tracking tags/code on the post-transaction page provided unless otherwise noted. If the code is altered, removed, or not served due to fraud, mistake, or any reason, the historical average click thru rate and average conversion rate plus a 10% penalty will be applied to the traffic delivered in order to assign the amount due to PTAJ Marketing Inc.. PTAJ Marketing Inc. makes no warranties, guarantees, or representations regards the revenue or profit an agent or merchant can make from the PTAJ Marketing Inc. program. PTAJ Marketing Inc. program makes no guarantees or representations regarding any information contained in any promotional material or oral communications made by any PTAJ Marketing Inc. representative, its employees, or agents. 19. Public Release. PTAJ Marketing Inc. shall not release any information regarding Campaigns, Creatives, or Merchants relationship with PTAJ Marketing Inc. or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of merchants. However, PTAJ Marketing Inc. shall have the right to reference and refer to its work for, and relationship with, Merchant for marketing and promotional purposes with affiliate publisher and prospective publishers. 20. Content. We do not accept any adult, pornographic, or sites that link to adult orientated material whatsoever. We DO NOT accept any sites that are of any Illegal nature--libelous or defamatory sites, hacking sites, software copying/piracy, hate, or racial hate sites. Should PTAJ Marketing Inc. find that Merchant performed through or as a result of illegal or fraudulent action by the Merchant, we reserve the right to take civil or criminal action against the company or individual. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither PTAJ Marketing Inc. nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement. All content, forms, ppc accounts and other marketing material created for Merchant remains property of PTAJ Marketing Inc., and will not be useable or available to Merchant if this agreement has terminated. 21. Representation. Merchant represents and warrants that: (1) it is the owner or is licensed to use market the product or service and or its entire contents and/or the subject matter contained in the Website; (2) the product offering does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling or trade disparagement; (3) the product offering does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (4) Merchant is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (5) the product offering does not and will not infringe any copyright, trademark, patent or other proprietary right. Merchant grants PTAJ Marketing Inc. the right and license to transmit the Content to affiliates Websites. 22. Acceptance. This contract constitutes the rules, terms, and conditions of doing business with PTAJ Marketing Inc. PTAJ Marketing Inc. reserves the right to refuse service to any new or existing Merchant, in its sole discretion, with or without cause. PTAJ Marketing Inc. reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Merchant or Website for any reason at any time, with or without notice to the Merchant and regardless of whether such Merchant or Website was previously accepted. 25. 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 PTAJ Marketing Inc. nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement. 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 affect 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 PTAJ Marketing Inc. website, Merchant interfaces are explicitly bound by this Agreement. Client Signatory, _______________________________________ Date _________________ ______________________________ Paul Dakessian, PTAJ Marketing, Inc. Date: __________