Advertising Ownership agreement


N.O.D. ADVERTISING OWNERSHIP OPPORTUNITY (N.A.O.O.) AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NEGOTIATE ON DEMAND (N.O.D.) INC.. BY ENROLLING YOU AGREE 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.

1. Definitions.
This Agreement contains the complete terms and conditions that apply to you joining in the N.O.D. Advertising Ownership Opportunity (“N.A.O.O.”). The purpose of this Agreement is to allow linking between your website and N.O.D.’s website. As used in this Agreement, “we”, “us”, and “our” means N.O.D., and “you”, “your” and “yours” means the client. “Site” means a World Wide Website and, depending on the context refers either to N.O.D.’s site or to the site that we will link to your site. “Click” means a method that takes the surfer, as determined by the IP address, from a legally linked banner or text link from our site to your site. “Sign Up” means a surfer that legally linked to your site from our site and successfully subscribed (filled out correctly and accepted the terms and conditions of) to one of our services and/or solutions.

2. Text Links and Banners.
You will be responsible for the content, style, and placement of the links. You may not alter banners, buttons, graphics or text links (referred to as “Graphics”). ALTERING OR ANY OTHER WAY USING UNAUTHORIZED ADVERTISING TECHNIQUES IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. We provide a complete farm to choose from and you must use this farm in order to meet the criteria in the operating agreement. If you would like to modify or use other Graphics not created or modified by us, you must obtain written permission from N.O.D. first. Further, you may add or delete approved Graphics from your site at any time without our approval. New Graphics will be posted in the Farm from time to time. It is your responsibility to make sure that all changes are adhered to.

3. Spam and Falsification.
Should N.O.D. in its sole discretion determine that you are guilty of spamming, providing false account information, falsely increasing your number of clicks and/or acting or attempting to act in any false, misleading or illegal manner, N.O.D. shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement. Guidelines for Approved Opt-In E-mail Lists Prior to starting any type of e-mail, enewsletter, etc. campaign, you MUST e-mail us at: inquiries[at]thenod.ca with the dates of the drop. Include the number being sent and type of campaign with an attachment of what is being sent (approved text only). SPAMMING (any form of mass communication that creates complaints from the user receiving the communication) IS NOT ALLOWED. If you spam, your link to the program will be disabled immediately. As such, any e-mails, enewsletters, etc., MUST be “permission” or “opt-in” based e-mail addresses and include a way to unsubscribe. To prevent your account from being disabled for “SPAM” follow the guidelines “a to g” below.
a) The e-mail addresses of new subscribers must be confirmed or verified before mailings commence. This is usually accomplished by means of an e-mail message sent to the subscriber to which she/he must reply, or containing a URL which she/he must visit, in order to complete the subscription. However it is implemented, a fundamental requirement of all lists is for verification of all new subscriptions;
b) Mailing list administrators must provide a simple method for subscribers to terminate their subscriptions, and administrators should provide clear and effective instructions for unsubscribing from a mailing list. Mailings from a list must cease promptly once a subscription is terminated;
c) Mailing list administrators should make an “out of band” procedure (e.g., an e-mail address to which messages may be sent for further contact via e-mail or telephone) available for those who wish to terminate their mailing list subscriptions but are unable or unwilling to follow standard automated procedures;
d) Mailing list administrators must ensure that the impact of their mailings on the networks and hosts of others is minimized by proper list management procedures such as pruning of invalid or undeliverable addresses, or taking steps to ensure that mailings do not overwhelm less robust hosts or networks;
e) Mailing list administrators must take adequate steps to ensure that their lists are not used for abusive purposes. For example, administrators can maintain a “suppression list” of e-mail addresses from which all subscription requests are rejected. Addresses would be added to the suppression list upon request by the parties entitled to use the addresses at issue. The purpose of the suppression list would be to prevent subscription of addresses appearing on the suppression list by unauthorized third parties. Such suppression lists should also give properly authorized domain administrators the option to suppress all mailings to the domains for which they are responsible;
f) Mailing list administrators must make adequate disclosures about how subscriber addresses will be used, including whether or not addresses are subject to sale or trade with other parties. Once a mailing list is traded or sold, it may no longer be an opt-in mailing list; therefore, those who are acquiring “opt-in” lists from others must examine the terms and conditions under which the addresses were originally compiled and determine that all recipients have in fact opted-in specifically to the mailing lists to which they are being traded or sold; and,
g) Mailing list administrators should make adequate disclosures about the nature of their mailing lists, including the subject matter of the lists and anticipated frequency of messages. A substantive change in either the subject matter or frequency of messages may constitute a new and separate mailing list requiring a separate subscription. List administrators should create a new mailing list when there is a substantive change in either the subject matter or frequency of messages. A notification about the new mailing list may be appropriate on the existing mailing list, but existing subscribers should never be subscribed automatically to the new list. For example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists, Company A should not summarily incorporate Company B’s mailing lists into its own.

4. Site Type and Content.
N.O.D. in its sole discretion reserves the right not to accept any sites that have any controversial or unacceptable content including, but not limited to, adult sites that promote pornography or sexual material of a lewd, lecherous or obscene nature or intent. Should N.O.D. determine in its sole discretion that you are in violation of this Section, N.O.D. shall have the right to immediately terminate this Agreement with cause and hold all monies due you. Such termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement.

5. Site Responsibility.
You will be solely responsible for developing, operating and maintaining your site as well as for all materials that appear on your site. Further, you agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site. In addition, you agree that you have no rights, title or interest in or to the Graphics whether created and/or modified by you or us. You also agree not to apply for registration of any of the Graphics (or any Graphics similar there to) anywhere around the world. As part of your site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of any N.O.D. Graphics. Further, you agree that your website information, including, but not limited to name, URL, traffic counts, etc., may be used by N.O.D..

6. Publicity.
You shall not in any way publish or distribute any written or electronic material that refers to us without first submitting such material to us for written approval, which we agree shall not be unreasonably withheld. Further, you agree to give us a non-exclusive license to use your names, URLs, titles, logos, etc. to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, that we shall not be required to do so.

7. Customers.
A surfer who clicks on our Graphics and enters submits information through this N.A.O.O. shall be deemed to be customers of N.O.D.. As such, all N.O.D. rules, policies and procedures concerning these customers shall apply including any and all changes to our rules, policies and procedures at any time.

8. Idle Accounts.
Should your account remain idle for one payment cycle of 28 days, N.O.D. will close your account after first sending notice to your last known e-mail address. You will have to pay again the set up fee to reactive your account.

9. Term of Agreement.
This Agreement will begin upon your joining our N.A.O.O. by paying for the set up fee and at least one 28 day cycle and receiving an account number and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail at least one 28 day cycle notice of termination. Upon termination of this Agreement by either party, you shall immediately cease your use of all Graphics and halt offering access to N.O.D..

10. Modifications.
N.O.D. reserves the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site at: www.thenod.ca. Modifications may include, but not be limited to, changes in the scope of referral fees, e-mail collectors, fee schedules, payment procedures and/or N.A.O.O. rules. Your continued participation following three (3) days from the posting of notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such changes and/or modifications.

11. Relationship of Parties.
It is understood and agreed that we are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make us partners or joint venturers, nor shall either of us or any of our agents or employees be construed or deemed to be an employee of the other. You 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 otherwise, that reasonably would contradict anything in this Section 10.

12. Limitation of Liability.
We shall not be held liable for indirect, special or consequential damages including, but not limited to, any loss of revenue, profits or data arising from operation or performance of this Agreement or the N.A.O.O., regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Further, our aggregate liability (including attorney’s fees) arising with the operation or performance of this Agreement or the N.A.O.O. shall not exceed the total monies due and/or payable to you under to this Agreement.

13. Disclaimers, Representations and Warranties.
You represent and warrant to us that the information you supplied to us when enrolling is true and correct and that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and execution, performance and delivery of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. Further, we make no express or implied warranties or representations with respect to the Program or any of the services provided through the N.A.O.O. including, but not limited to, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. 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.

14. Indemnification.
You shall indemnify and hold us and our directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (referred to as “Covered Party”) harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against the same, and interest) incurred by such Covered Party resulting any breach of the representations, warranties, covenants, agreements and obligations of you hereunder and any gross negligence or willful misconduct of you or your partners, officers, employees, agents, subsidiaries, parents and affiliates in connection with the provision of services pursuant hereto. Furthermore, you shall notify us of any legal claim, demand, right or cause of action asserted, instituted or threatened against us that arises from or in connection with this Agreement, whether or not you are obligated to indemnify us for such claim hereunder. The terms of this provision shall survive the termination of this Agreement.

15. Review and Acceptance.
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also understand and agree that we may operate multiple web sites that may or may not be similar to or compete with this N.A.O.O. and that we may solicit customer referrals that may be different than the terms and conditions contained in this Agreement. Further, you agree that you are relying solely on this Agreement in making your decision to enroll and that you are not relying on any representation, guarantee or statement or than as stated in this Agreement.

16. Arbitration and Choice of Law.
Any controversies, disputes, actions, causes of action, or other claims arising out of or in connection with the provisions of this Agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in Toronto, Ontario, Canada in accordance to the terms and provisions under The Arbitration Act of Ontario or a qualified Arbitration Association in Toronto, Ontario, Canada. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings and the decision of the arbitrator shall be final, unappealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario, without giving effect to the principles of conflicts of laws thereof.

17. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives, including the purchaser of the stock or assets of either party hereto. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity, which is not a party to this Agreement. Neither this Agreement nor any obligation hereunder may be assigned, transferred, or delegated, voluntarily or by operation of law, by either party hereto without the prior written consent of the other party hereto; provided, that no such consent shall be necessary for such an assignment, transfer or delegation by us to any of our wholly-owned subsidiaries.

18. Entire Agreement.
Unless otherwise agreed to in writing by the parties hereto, this Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. No failure or delay by us to exercise and no course of dealing with respect to any of our rights regarding your obligations of this Agreement shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right. Any single or partial waiver by us of any of your obligations under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other of your obligations.

19. Captions.
Each caption of this Agreement shall be used as a heading only and shall in no way be construed to limit the meaning and/or interpretation of each Section of this Agreement as regards to its function, use and understanding.

20. Confidentiality.
The information and services provided through our Graphics and site by N.O.D. are proprietary in nature and, by enrolling, you acknowledge that you are not a competitor of N.O.D. and agree not to share this information with any competitors.

21. Non-Circumvention.
As an Affiliate, you hereby agree that neither you nor your respective shareholders, directors, officers, employees, affiliates, agents, representatives, successor and assigns, without limitation, will circumvent or attempt to circumvent N.O.D. to entering into any business transaction or communicating or marketing or making any contact with any Distributor or any third party who provides products or services for any of the Programs offered or marketed by N.O.D. during the period you are an Affiliate and for a period of at least twenty (20) years from the time you terminate your Affiliation with N.O.D..

22. Proprietary Rights.
All rights, title and interest in and to any and all customers shall be owned exclusively by N.O.D. including, but not limited to, names, addresses, URLs, financial profiles and any and all other information submitted to N.O.D.. The terms of this provision shall survive the termination of this Agreement.

23. Payment and fees.
a) N.A.O.O. basic free – Distribute a N.O.D. approved flyer that will be produced only by N.O.D. with your unique code to your customers/clients and those who they refer to see if they will use the N.O.D. negotiation service. Once you begin to distribute the N.O.D. approved flyer, you become binded to all the terms and conditions within this agreement. If your customers/clients and those who they refer pay to use it, your business will receive compensation each time and for everyone they refer to N.O.D.. The maximum compensation for those who use N.A.O.O. basic free is $1,000.00 CDN. No payment is needed to set up your business’ account.
b) N.A.O.O. basic – Try it for 90 days allowing you to distribute a N.O.D. approved flyer that will be produced only by N.O.D. with your unique code to your customers/clients and those who they refer to see if they will use the N.O.D. negotiation service. Once you begin to distribute the N.O.D. approved flyer, you become binded to all the terms and conditions within this agreement. If your customers/clients and those who they refer pay to use it, your business will receive compensation each time and for everyone they refer to N.O.D.. After 90 days you can decide if you want to fully activate N.A.O.O. or not costing your business nothing. Your business will keep any commissions that was paid within the 90 day trial period with no strings attached. A one time refundable fee of $125.00 CDN is needed to set up your business’ account and will become a credit from N.O.D.. The credit then can be used for N.O.D.’s negotiation service saving your business a guaranteed minimum of $500.00 CDN.
c) N.A.O.O. – In return for you prepaying a non-refundable set up fee of ____________ and ____________ within every 28 day cycle for higher of either each of your business locations or location/province/state, which is prior to the ________ of every month, N.O.D. will create a link from N.O.D.’s website to the webpage of your choice. It is understood and agreed that there will be a charge of $20.00 Canadian for any payment to your account that does not clear N.O.D.’s bank account. Once you make any payment for N.A.O.O., you will become legally bound to the terms and conditions in this entire agreement. If at anytime time you fail to make your payment within the 28 day cycle, your account will become inactive. If you choose to reactivate your account, you must pay the set up fee above again. If you do not have a webpage that N.O.D. can link to, then a basic webpage can be provided for you for a minimum of $100.00 CDN by N.O.D.. Any changes, updates, edits, etc. for the webpage N.O.D. provides you will cost you a minimum of $50.00 CDN.

24. Compensation.
N.O.D. will pay you each time a flat 10% from the amount that your client/customer pays to use N.O.D.’s negotiation services. Or you will earn a 100% profit on each unit for negotiation through N.O.D. that you purchase up front in $1,500.00 CDN blocks ($25.00 x 60 units = $1,500.00 CDN) at anytime and resell to your client/customer. N.O.D. will pay out to all commissions that are due to you on the 1st of every month as long as the funds paid by your client/customer have cleared N.O.D.’s bank account.

25. Notices.
All communication required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when actually received or after 10 business days.

Notices to N.O.D. shall be sent to:

NEGOTIATE ON DEMAND INC.
XXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXX
XXX XXX

 

E-MAIL: inquiries[at]thenod.ca

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