The following represents EZWebPlayer’s File Posting Guidelines (Guidelines). Any files you upload to our Website must conform to these Guidelines; if you upload a file that does not conform to these Guidelines, we reserve the right to remove it. These Guidelines may change according to our and the industry’s business, legal and propriety needs, and we may amend them at any time by posting the amended terms here. Such changes become effective immediately.
You may not post any file that contains any of the following content:
- Promotion or display of terrorism, hate crime; harassment of businesses or individuals; or the commission or endorsement of illegal actions under local, state, and federal laws of the United States of America,
- Promotion or display of rape, torture, abuse, sadomasochism, and related materials,
- Copyright content that is not yours or that you are not licensed to display,
- Anything, which in our sole discretion, may cause legal issues or liability for us or our other users,
- Pornographic content cannot be uploaded to the EZWebPlayer Storage area.
“Non-Personal Information” (NPI) is information that is not personally identifiable to you and we automatically collect when you access our Website with a web browser.
“Personally Identifiable Information” (PII) is non-public information that is personally identifiable to you and obtained in order for us to sell you and for you to use our Services. PII may include information such as your name, address, phone number, corporate information, credit card information, and other related information that you provide to us or that we obtain about you.
The terms “us” or “we” or “our” refers to EZWebPlayer.com, the owner of this Website, and/or those who are employed to administrate and operate this site.
A “Visitor” is someone that merely browses our Website.
A “Member” is someone who has registered with our Website to purchase and/or use our Services.
A “User” is a collective identifier that refers to a Visitor, a Member or merely someone viewing a video or audio product through our system.
All text, information, graphics, audio, video, and data offered through our Website and/or Services, whether free or paid, whether provided by us or our Members, are collectively known as our “Content”. The originals that are copied when they are uploaded or streamed to an EZWebPlayer server remains the property of those who produce them.
Information We Collect
When you enter our Website, we collect Non-Personal Information such as your browser type and IP address. Likewise, in order for you to download and/or purchase our Services and for other reasons, we may collect Personally Identifiable Information about you from what you enter into applications or other forms on our Website, in the Android Marketplace, and in your transactions with our Website.
Why We Collect Your Personal Information
All personal information – including mailing address, full name, email address, phone number and payment information – is only used for our company’s operations and marketing. We may also ask for your age to remain compliant with state and federal laws.
Protecting Your Child’s Privacy
We adhere to the United States’ Children’s Online Privacy Protection Act (COPPA), which requires us to have a parent’s permission before we may collect any information of a child that is under the age of 13. Our Services are not intended for children, as our Users must be at least 18 years of age. However, it is possible that a child under 13 may provide information to us. As a parent or legal guardian of such a child, you may send inquiries to us if you believe that your child is using our Website and you want us to remove any personal information about your child. Please note that we will need to verify the identity of anyone requesting the information about a child to ensure that the person is in fact the child’s parent or legal guardian, and that a request for us to delete all personal information about a child requires us to cancel such child’s account. Once we have received proper notification, we will cancel such child’s account and no longer collect this information.
Use of Credit Cards
You may have to provide a credit card to purchase our Services or other products from our Website. We use a 3rd party billing service provided by PayPal and HAVE NO CONTROL over them. We will use our best efforts to make sure that your credit card number is kept STRICTLY CONFIDENTIAL by using only 3rd party billing services that use industry-standard encryption technology to protect your credit card number from unauthorized use. However, you understand and agree that we are in no way responsible for any misuse of your credit card number. EZWeb does not store your credit card number for any reason, all payment processing is handled by PayPal.
Our Services allow you to upload your own content. We are not responsible for any PII that you disclose through your own content. As such, you should not post any PII through our Services that you wish to remain private.
When We May Use or Share Your Information
Our affiliates may have products, services, or offers about which you may be interested in receiving information. We reserve the right to provide basic contact PII to our affiliate for them to contact you. If you no longer wish to receive information from our affiliates, you can let us know and we will promptly remove you from further affiliate contact.
We may also combine information you give us through our Website or through printed forms as well as from information we receive about you from other parties. We will use this combined information to enhance your online experience and to let you know about new products, services, offers, and other promotions.
There are times that we may have to disclose your PII to comply with laws; to assist law enforcement and governmental agencies in preventing or investigating fraud or other crimes, or in response to a court order. In such instances, we will only provide the PII requested and your PII will only be used for such legal purposes.
Finally, if we sold or transferred our business, we would transfer your PII to the purchaser as appropriate and might also retain a copy of your PII for any new business ventures we would start.
Opting Out of Sharing Information
You can always opt out of future unaffiliated third-party disclosures of your information. Such opt-out will not affect disclosures otherwise permitted by law including but not limited to: (i) disclosures to affiliates, (ii) disclosures to third-party service providers who provide certain services for our business, such as credit card processing, computer system services, shipping, data management, or promotional services, (iii) disclosures to third parties as necessary to fulfill your requests, (iv) disclosures to governmental agencies or law enforcement departments or otherwise required to be made under applicable law, (v) previously completed disclosures to third parties, or (vi) disclosures to third parties in connection with subsequent contests or promotions you may choose to enter, or third-party offers you may choose to accept.
We may also use web beacons to collect Non-Personal Information about your use of our Web site and the Web sites of selected sponsors and advertisers, and your use of special promotions or newsletters. The information collected by Web Beacons (a) allows us to statistically monitor how many people open our emails and (b) for what purposes these actions are being taken. Our Web Beacons are not used to track your activity outside of our Web sites or those of our sponsors’. We do not link Non-Personal Information from Web Beacons to Personally Identifiable Information without your permission.
Links to Other Websites
Our Email Policy
Our affiliates and we fully comply with international SPAM legislation. You can always opt out of receipt of further email correspondence from us or affiliates. We will not sell, rent, or trade your email address to any unaffiliated third-party without your permission. You understand that email is not considered a secure form of communication. Generally, any information you disclose in an email may be viewed by hackers while such information is en route to us. As such, take care in what you disclose in any email that you send to us.
Our Security Policy
We have constructed our Website using sophisticated encryption and authentication tools to protect your PII. When we collect your PII through our Website, we encrypt it and prevent unauthorized access to it by using industry standard technologies, such as encryption software, routers and firewalls. Unfortunately, due to the vary nature of the Internet and hackers, we cannot completely guarantee that your PII is 100% protected. Once we receive your PII, we have industry standard security measures and polices that protect against the loss or misuse of your PII; again, we cannot completely guarantee against such loss or misuse.
Transfer of Ownership
Terms of Service
This is an Agreement between you and EZWebPlayer (“EZWeb”), and this Agreement governs both your legal rights with regards to video hosting services (“Services”) we provide to you through. You explicitly and implicitly agree to be bound by the terms and conditions of this Agreement every time you use our Services.
We may amend this Agreement at any time by posting the amended terms on our Website. Such changes become effective immediately.
Any files you upload to our Services (“Your Files”) are considered to be solely yours, subject to the intellectual property claims of other parties. You are solely responsible for Your Files. EZWeb does not claim any ownership rights in Your Files. You acknowledge that EZWeb does not have any obligation to monitor Your Files for accuracy, completeness, appropriateness, or legality. You agree that Your Files are in conformance with our File Posting Guidelines.
Consent to Access Your Account/Files
By using our Services, you consent to allow EZWeb to access your account and Your Files as necessary to provide Services to you as well as to insure your compliance with all of our legal documents.
Types of Accounts
Currently, EZWeb offers both a free trial account (“Free Account”) and a paid account (“Paid Account”). More information on the types of accounts that EZWeb offers and the costs involved can be found here. You may also chose to become an affiliate (“Affiliate”) who promotes our Services to their own customers; for more information on becoming an Affiliate, click here. As an Affiliate, you are subject to all the terms of this Agreement including additional terms as found at the end of this Agreement. Please read this document in its entirety regarding account restrictions. EZWeb reserves the right, at any time, to change or impose fees for access to and use of the Services.
Creating Your Account
To setup your account, you must be at least 18 years of age, able to enter into binding contracts, and able to provide necessary account information to us. Before we can establish your account, we must receive the necessary payment for the Services selected and be able to verify your account information. It is sole your responsibility to provide us with an active email address. If there are issues with your account, we will always contact you at this ancillary email address. It is your sole responsibility to make sure you maintain and monitor this email address. EZWeb reserves the right to immediately terminate your account if you provide false contact information of any kind. If you need assistance in verifying or changing such information, you can contact an EZWeb support representative.
You are responsible for safeguarding the password that you use to access the Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify EZWeb of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of Your Files to EZWeb, it is your responsibility to use a secure encrypted connection to communicate with the Services.
EZWeb offers Free Accounts on an “as-is” basis at our sole discretion. You understand that Free Accounts have limited storage, usage, and functionality limits and that if you want to remove such limitations, you will have to get a Paid Account. You understand that only a single Free Account will be granted for a given domain address. EZWeb has no duty to provide Free Accounts and has no liability to you if you cannot obtain one or if we terminate your Free Account prior to the normal expiration of the given time period for Free Account. EZWeb may stop offering Free Accounts without notice or liability to you at our sole discretion.
You are responsible for selecting the appropriate type for the Paid Account (“Paid Account Type”) that best suits your needs. Based upon your Paid Account Type, you will have access to different functionalities of the Services as well as different limitations. You understand that each Paid Account Type has usage limits that if exceeded, may require you to pay additional fees for such excessive use (“Excessive Use Fees”). You may change your Paid Account Type at any time, but any changes to your Paid Account Type will not become effective until your next billing cycle. Also, you agree that we will not change your Paid Account Type until you pay any outstanding fees due on your account.
Paid Account Usage and Storage Limits
Each Paid Account Type offers varying account usage thresholds so that you can pay based upon your projected usage level. EZWeb enforces account usage thresholds to the extent necessary to insure that you are paying based upon your ongoing actual usage level. Also, we generally offer unlimited storage thresholds for our Paid Accounts. However, if you exceed your account usage threshold for 2 consecutive months or in extreme cases of severely high storage use, EZWeb reserves the right to automatically upgrade your Paid Account Type to a higher level of package or simply bill you for Excessive Use Fees, at our sole discretion.
White Labeled Domain Option
EzWeb also offers you the ability to add a White Labeled Domain option to your Paid Account Type. By using this option, you can make your website appear to have the Services directly associated with your website domain. However, you understand that Your Files are still hosted on EzWeb servers and that all functionality remains on EzWeb servers. You understand that you are solely responsible for maintaining current domain information with EzWeb and that EzWeb is in no way liable for interruptions in Services due to your failure to do so. You understand that you are still subject to the usage thresholds and storage limitations associated with your underlying Paid Account Type.
You agree to make payment according to the posted fees for your selected Paid Account Type in advance of the time period during which such Services are provided by EZWeb. You agree that Services are billing on a recurring basis and unless you notify EZWeb of your desire to cancel/modify Services, you will continue to be billed for such Services, even if your account is suspended.
As a EZWeb customer, it is your responsibility to ensure that your payment information is up to date, and that fees are paid on time. All Services are billed on a recurring basis, unless otherwise stated in writing by EZWeb. EZWeb reserves the right to bill your credit card or billing information on file with us. If you fail to pay any amount due to EZWeb within twenty (20) days of its due date, your account will be suspended. If you fail to pay any amount due to EZWeb within thirty (30) days of its due date, additional late fees will be charged to your account at one point five percent (1.5%) of the total amount past due. If you fail to pay any amount due to EZWeb within 45 days of its due date, your account may be terminated, solely at EZWeb’s discretion. Your account will not be restored from a suspension until payment in full for past due amounts has been received. EZWeb may, at its sole discretion, require you to post a security deposit if you make repeated late payments.
EZWeb reserves the right to change the monthly payment amount and any other charges at any time.
EZWeb’s acceptance of partial payment does not relieve you of the duty to pay the remaining balance.
No Refunds or Charge-backs
You agree that EZWeb offers no refunds for Services and all payments for Services are final. Furthermore, you shall not institute any form or charge-back for any fees paid to us, unless you have been the victim of identity theft and provide us with a valid police report. Any other form of charge-back will result in the immediate termination of your account, your obligation to pay an administrative cost recovery fee of $100.00 to us for each such charge-back, and may subject you to criminal investigation for fraudulently obtaining our Services.
You agree that should EZWeb have to institute collection proceedings to recover past due amounts under this Agreement, you will pay for the costs of such collection including reasonable attorney’s fees.
Cancellation/Suspension/Termination of Your Account
You may only cancel your account by completing the appropriate paper or online form as found on our Website. Your cancellation shall not be effective until three (3) business days after we have received a properly completed cancellation form. You shall remain responsible for payment of any amounts you owe EZWeb until this time.
EZWeb reserves the right to suspend access to your account or terminate your account, at our sole discretion and at any time with or without notice to you, should you violate the terms of this Agreement.
If your account is suspended, you will not be able to access your account or Your Files on our servers until the suspension is lifted. You shall still remain responsible for payment of any amounts you owe EZWeb while your account is suspended.
If your account is terminated, you will not be able to access your account as well as any of Your Files on our servers. Depending on the egregiousness of your actions, EZWeb may, at our sole discretion, provide you with a CD of Your Files. You shall still remain responsible for payment of any amounts you owe EZWeb and you shall be responsible for fees up until the date your account is officially terminated by EZWeb.
Intellectual Property Infringement
EZWebPlayer fully supports and follows the Digital Milennia Copyright Act, the Lanham Act, and other intellectual property laws of the United States of America. As such, you are prohibted from using our Services to infringe upon the intellectual property rights of others, including, but not limited to, unauthorized copying of copyrighted works. All such actions are grounds for the immediate termination of your account. EZWeb reserves the right to remove or disable access to infringing material without to you. If you are found, at our sole discretion, to be a repeated violator of intellectual laws, you will be presumed to be willful infringer and your account will be immediately terminated.
>If you believe you are the victim of copyright violation by a party using our Services, please contact EZWeb immediately. You must provide notice to us in a form that substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A), which provides that a notification of claimed infringement must be a written communication provided to the designated agent that includes substantially the following:
- (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works;
- (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- (d) information reasonably sufficient to permit us to contact you such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
- (e) a statement that the you have a good faith belief that use of the material in the manner complained of is not authorized; and
- (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. If you do not provide the requisite notice as required above, we are required by law to honor your request.
only for authorized customer use. EZWeb systems may be monitored for all lawful purposes, including ensuring that use is authorized, for management of the system, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. Use of EZWeb system(s) constitutes consent to monitoring for these purposes.
Failure to respond to email from our abuse department within 48 hours may result in the suspension or termination of Services. All abuse issues must be dealt with via troubleticket/email and will have a response within 48 hours.
EZWeb reserves the right to require changes or disable as necessary any web site, account, database, or other component that does not comply with its established policies, or to make any such modifications in an emergency at its sole discretion.
Furthermore, you agree not to do any of the following while using the Services:
- Access or otherwise tamper with EZWeb’s computer systems, or the technical delivery systems of EZWeb’s providers;
- Attempt to probe, scan, or test the vulnerability of EZWeb’s systems or breach any security or authentication measures;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing our Website; or plant malware on EZWeb’s computer system, those systems of EZWeb’s providers, or otherwise use the Services to attempt to distribute malware; or
- Impersonate or misrepresent your affiliation with any person or entity.
EZWeb will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and security issues, to the fullest extent of the law. EZWeb may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that EZWeb has no obligation to monitor the Services, but has the right to do so for the purpose of operating the Services, to ensure all users comply with this and our other legal agreements, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
EZWeb has a zero tolerance stance against sending of unsolicited e-mail, bulk emailing, and SPAM. You understand that we consider “safe lists” and purchased lists as SPAM. If you are posting files in associating with generating SPAM advertising to direct people to such files, we reserve the right to cancel your account terminated without notice.Backups and Data Loss.
While EZWeb does back up its servers as part of its routine maintenance, EZWeb is not responsible for loss of Your Files. You should always maintain your own personal backup of Your Files.
THE SERVICES PROVIDED BY EZWEB AND ANY THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED AS IS, AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON OUR WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO OUR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED $10 FOR FREE ACCOUNTS OR $100 FOR PAID ACCOUNTS. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold EZWeb, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with:
- (i) your access to or use of the Services;
- (ii) your violation of this Agreement;
- (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or
- (iv) any claim that Your Files, or your use of Files, caused damage to a third party, including without limitation claims that Your Files, or use of Files, infringe upon the rights of others.
Modification and Waiver
EZWeb will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of EZWeb. No delay or omission by EZWeb in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
If any part of this Agreement is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
Assignment or Transfer
You will not transfer, assign or delegate your rights or obligations (including your account) under this Agreement to anyone and any attempt to do so will be null and void. EZWeb may assign this Agreement in its sole discretion.
Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
Choice of Law
Any dispute regarding this Agreement shall by governed by law of the State of Illinois in the United States of America, except its conflict of law principles. You agree to submit to the personal jurisdiction of the courts in the State of Illinois in the United States.
By using any EZWeb services, you agree to submit to binding arbitration. If any disputes or claims arise against EZWeb or its subsidiaries, such disputes will be handled by an arbitrator of EZWeb’s choice. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected in the State of Illinois. 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 provision. You are also responsible for any and all costs related to such arbitration. Any dispute arising from Services must be brought within one (1) year of the event giving rise to dispute or such dispute is considered null and void.
This is the entire and exclusive Agreement between EZWeb and you regarding the Services and supersedes and replaces any prior agreements between EZWeb and you regarding Services.
You must apply with EZWeb to become an Affiliate. Just because you apply, does not mean you will be accepted as an Affiliate. Affiliate understands that Affiliate’s relationship with EZWeb is non-exclusive in nature and that EZWeb may engage other such Affiliates at EZWeb’s sole discretion.
Responsibilities of Affiliate
As an Affiliate, you have the following responsibilities under this Agreement:
- You agree to follow the terms of this Agreement without exception.
- You agree to use best efforts to acquire customers for EZWeb, in a professional, ethical manner.
- You agree to exhibit and conduct yourself in a manner consistent with the high image, reputation and credibility of EZWeb and will not engage in any activities that reflect adversely on EZWeb or the Services.
- You shall not represent to any other party that you are a sales representative of EZWeb or that you have any authority to bind the Company in any fashion.
- You shall only use promotional materials and techniques approved by EZWeb. You shall at all times honor the trade names, trademarks, and copyrights as exists in these promotional materials.
- You shall comply with all applicable federal, state, and local laws in performance of your duties under this Agreement.
Scope and Limitations of Affiliate’s Authority
As an Affiliate, your ability to market the Services is limited as follows:
- You shall only market the Services in the geographic areas and/or industry segments, if any, as provided EZWeb.
- You shall have no authority to accept orders on behalf of EZWeb or otherwise obligate EZWeb to sell Services to any party.
- You shall have no authority to discuss or otherwise modify any prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to receive a refund, or to obligate or bind EZWeb in any other manner.
- You shall never engage in any unfair trade practices with respect to EZWeb or the Services, and shall make no false or misleading representations with respect to EZWeb or the Services. You shall refrain from communicating any information with respect to guarantees or warranties regarding the Services, except such as are expressly authorized by EZWeb or are set forth in EZWeb’s literature or other promotional materials.
- You shall have no authority to receive payments or otherwise make collections from any party on EZWeb’s behalf.
As an Affiliate, you will be compensated as follows:
- You will receive a commission of 30% from the revenue your customers bring EZWebPlayer.
- You shall receive no commissions under any circumstances with respect to i) any customer not approved by Company and ii) any of your customers that sign up after termination of this Agreement.
- EZWeb will periodically furnish you with statements reflecting the status of your commissions. If you have any objections with respect to any such statement, whether regarding its accuracy, completeness or any other matter, you shall make any such objection(s) known to EZWeb in writing within thirty (30) days after the date of such statement. IF YOU DO NOT PROVIDE SUCH OBJECTION WITHIN THE THIRTY (30) DAY PERIOD, YOU SHALL BE DEEMED TO HAVE WAIVED AND ABANDONED SUCH OBJECTIONS.
- Notwithstanding anything contained in this Section, any commissions otherwise becoming earned and due to you as of the termination of this Agreement, or thereafter, will be withheld by EZWeb until sixty (60) days after the termination date of this Agreement (“Reconciliation Date”) in the advent that there are any losses due to refunds or credit card charge-backs for Services on which you are receiving a commission. After the Reconciliation Date, EZWeb shall release any outstanding commissions due to you, less any proportionate reductions due to refunds or credit card charge-backs for service contracts on which Affiliate is receiving a commission.
Ownership of Work Product, Employees, Warranty and Indemnification
As an Affiliate, you agree that all intellectual property rights in any ideas, or modifications to the Services or EZWeb promotional materials (collectively, “Work Product”) are considered to be a “work for hire” and shall be therefore exclusively vested in EZWeb and/or automatically assigned to EZWeb. Affiliate agrees to promptly execute any documents necessary for EZWeb to perfect its rights in such Work Product. Additionally, Affiliate warrants that the Work Product of all services performed by Affiliate for Company shall be original and that he/she has the right to assign ownership of any/all intellectual property rights in such Work Product to EZWeb, and that it will perform all of its services in a good, professional, and workmanlike manner, in accordance with industry standards. Affiliate hereby agrees to indemnify EZWeb for any liability that EZWeb may incur as a result of Affiliate’s breach of a warranty listed in this section. The terms of this Section shall survive the termination and/or expiration of this Agreement. Your obligations pursuant to this section shall survive the termination/expiration of this Agreement.
As an Affiliate, you agree that you shall be solely responsible for payment of all employment and income taxes relating to any commissions you receive from EZWeb under this Agreement. Should EZWeb have to make any such payment of employment and income taxes on your behalf, you shall repay such amounts to EZWeb including any interest and penalties assessed to EZWeb.
Limitation of Liability and Exclusion of Certain Remedies
You understand that EZWeb provides this offer to you on an “as-is” basis and makes no warranty with regards to the amount of income that you will receive, if any. Under no circumstance, regardless of the basis of the claim, shall the total liability of EZWeb to you exceed the total amount of completed sales originating from your customers within the last calendar month. In no event shall EZWeb be liable to Affiliate for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against Company or by any third party through any party to this Agreement. The terms and provisions of this section shall survive the termination and/or expiration of this Agreement.
During the period in which you act as an Affiliate and forever thereafter, you shall keep secret and retain in strictest confidence, and shall not, without the prior consent of EZWeb, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement) or any third party, any Confidential Information of Company. As used herein, “Confidential Information” shall mean any information relating to business or affairs of Company, including but not limited to, EZWeb, the Services, Work Product, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by EZWeb in connection with its business. If you represent a business, you will make sure that the Confidential Information is disclosed only to those of your employees whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature of EZWeb and your obligations with respect to the Confidential Information and who are subject to a general written agreement committing such employees to conduct that would not violate your obligations listed in this Section with respect to such Confidential Information. Your obligations pursuant to this section shall survive the termination of this Agreement.
Competitor, for purposes of this Section, shall mean any direct competitor of EZWeb operating in a similar manner and venue. During the term of this Agreement, you agree not to provide nor assist anyone and/or any entity(ies) in providing, the same and/or substantially similar Services to a Competitor of EZWeb. For a period of six (6) months after the termination of this Agreement, you shall not induce any customers of Company, whether directly or indirectly through use of third parties such as employers and agents, to leave EZWeb’s business. If you do any of theses acts, you, and any third parties you involve, shall be subject to civil and possible criminal liability.
Notwithstanding anything to the contrary in this Agreement or any Exhibits, EZWeb may terminate this Agreement without any obligation for any services that have not been rendered by you as of the date of notice of termination, upon fifteen (15) days notice via e-mail, facsimile or hand delivery. Upon such notice of termination, you shall immediately cease working and return to Company all Work Product, Company promotional materials, and any Confidential Information in your possession (“Termination Obligations”) and certify to Company, in writing, that it has performed its Termination Obligations. Your obligations pursuant to this Section shall survive the termination/expiration of this Agreement.
During the term for this Agreement and for a period of two (2) years after termination of this Agreement, you shall not hire, solicit, or induce or assist any third party in soliciting or inducing any employee or other Affiliate of EZWeb to leave his or her employ or cease providing services to EZWeb, as applicable.
No Other Relationship or Interest
As an Affiliate, you will be at all times considered an independent contractor to EZWeb. You understand and agree that nothing in this Agreement creates any other relationship or legal interest between you and EZWeb, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.