ShiftCode.com - Members

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March 16, 2011
January 29, 2011
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Terms & Conditions
I. General Information

A. Binding Terms and Conditions
Your use of this web site, its content, the software and associated materials made available through this web site (collectively, the "Site") is conditioned on your acceptance without modification of these terms and conditions, of which our Privacy Policy forms a part (the "Terms"). 

Using this Site signifies your knowledge of and agreement to be bound by the Terms. We reserve the right to modify these terms and conditions at any time without notice. Any modifications posted on the Site will be effective immediately. You are responsible for reviewing the Terms periodically for any such modifications. Your continued use of the Site indicates your knowledge and acceptance of the Terms and any subsequent modifications thereto. 

B. Governing Law and Jurisdiction
The Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the state of Delaware, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Your use of the Site constitutes an agreement by you that any dispute that cannot be resolved between you and us shall be resolved without resort to any form of class action. 

C. Entire Agreement
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed none valid from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

II. Conditions and Obligations

A. Technical Configuration
It is your sole responsibility to confirm the technical compatibility between your computer system and the Site.

B. User Accounts
As the holder of your account, you acknowledge and agree that you are the sole beneficiary of the account and are solely responsible for its proper use. Your account is not transferable to any other person. Accordingly, you may not allow any other person to access your account or access the Site, make any deposits; make any payments, using your account information. By registering and/or purchasing any products offered on the Site, you agree to indemnify, defend, and hold our affiliates and us harmless from or for any claims, liability, damages, and/or costs (including attorney fees) arising from any such unauthorized use. 
The use of your account is subject to the rules and restrictions contained in these Terms, including those, which immediately follow. Please be advised that by registering for an account and/or participating in any activities offered on the Site, you acknowledge and agree that we may monitor by any means and at any time your account information and any and all activities on your computer while you are in the process of communicating with the Site and for the purposes of ensuring compliance with the Terms. 

C. Multiple Accounts
We allow only one account per person and only one account per computer and household or address. We reserve the right to monitor any effort to establish multiple accounts, including but not limited to: requiring all accounts to be individually funded, unique email address, credit card number/and or PayPalTM account, and review of IP and MAC address. If we find any links between user accounts, we may at our own discretion conclude such accounts to be multiple accounts belonging to a single user. 

D. Access Fraud
You may not (a) gain unauthorized access to the Site's systems or any account (other than your own), interfere with the communications, procedures or performance of the Site or deliberately damage or undermine the Site, (b) affect the outcome of products offered on the Site by means of or with the assistance of automatic, macro, bots, automated programs, screen analysis utilities, memory readers or similar methods or to otherwise commit fraud in relation to the Site, or (c) alter the human skill component of any program or script. Any attempt to do so will result in civil and/or criminal prosecution, termination of your user account and forfeiture of all commissions, bonuses and incentives to which you would otherwise be entitled.

E. Poor Conduct
You may not engage in any harassment of other members or our staff, post objectionable material on the Site, provide us with misleading information, deliberately transfer money between accounts (i.e. "money laundering"), or breach of any of the Terms, including the User Code of Conduct. Any attempt to do so will result in civil and/or criminal prosecution, termination of your user account and forfeiture of all earnings, bonuses and incentives to which you would otherwise be entitled.

F. Temporary Account Suspensions
We reserve the right to temporarily suspend your user account if we are investigating your activity in relation to the Site for possible multiple account use, copy rights infringements, fraud or poor conduct. 

G. Inactive Account Closure
If your user account balance is less than USD 1.00 at the end of a 90-day period (which we measure from the date of your last login into the account), we have the right close your user account at the end of the following 30-day period, unless you login into the user account within such time.
 
IF WE DETERMINE, IN OUR SOLE DISCRETION, THAT YOU HAVE CIRCUMVENTED OUR PROHIBITION AGAINST MULTIPLE ACCOUNTS OR ENGAGED IN FRAUD OR POOR CONDUCT, WE HAVE THE RIGHT TO (A) FORFEIT ANY EARNINGS, BONUSES AND/OR INCENTIVES CONTAINED IN YOUR USER ACCOUNT, AND/OR (B) TO TERMINATE YOUR USER ACCOUNT ALTOGETHER IN WHICH CASE WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO REFUND TO YOU ANY FUNDS IN YOUR TERMINATED USER ACCOUNT. IN THE CASE OF MULTIPLE ACCOUNTS, WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO CONSOLIDATE THE FUNDS IN ANY MULTIPLE ACCOUNTS TO YOUR FIRST ORIGINAL ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION WE DEEM NECESSARY TO COMPLY WITH APPLICABLE LAW, REGULATION, LEGAL PROCESS OF GOVERNMENT REQUEST. 

H. User Code of Conduct
While using the Site, and as a continuing condition of your use of the Site, you agree to comply with all applicable laws, rules and regulations and not to:
Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site; Use the Site, Content or Software for any unlawful purpose; Express or imply that any statements you make are endorsed by us, without our prior written consent; Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us); Engage in spamming or flooding; If you plan on allowing your users to subscribe to your newsletter. You must have a checkbox on your registration page. We do not allow you to add a hidden code on the registration page that automatically subscribes them or to bury this deep inside your terms page. It must be clearly stated on your registration page with an optional checkbox. Incentive for joining the mail list is also not allowed; Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature; Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Content or Software; Remove any copyright, trademark or other proprietary rights notices contained in the Site, Content or Software; "Frame" or "Mirror" any part of the Site without our prior written authorization; link to any part of the Site; use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;  harvest or collect information about Site visitors or members without their express consent.

I. Taxes
You are solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province and/or country of residence and complying with any withholding tax obligations imposed by applicable law in connection with your activity on the Site

J. Promotions and Privacy
By establishing a user account with the Site, By accepting any earnings in connection with the Site, you further agree and authorize us to publish and otherwise use for promotional purposes your username in any form of media (newsletters, broadcasts, emails, etc.) without any further compensation to you. 

K. User Material
Except as otherwise provided in our Privacy Policy, any communication or material you or any other end user posts or transmits to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is and will be treated as, non-confidential and non-proprietary ("User Material"). Subject to our Privacy Policy, User Material may be used for any purpose by our affiliates, or us including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, any ideas, concepts, know-how or techniques contained in any User Material you provide will become the our sole property and, accordingly, may be used by us or our affiliates for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and/or services, without any additional compensation to you. 
WE ARE NOT RESPONSIBLE FOR USER MATERIAL. WE RESERVE THE RIGHT TO REMOVE ANY USER MATERIAL POSTED ON OR TRANSMITTED TO THIS SITE THAT WE DETERMINE, IN OUR SOLE DISCRETION, VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE. IF YOU ARE AWARE OF ANY MATERIAL ON THIS WEB SITE, WHICH INFRINGES THE COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER RIGHT OF ANY PERSON, PLEASE NOTIFY US IMMEDIATELY. 

L. Export Restrictions
No software on the Site may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. 
By downloading or using any software on the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that the software, and any accompanying documentation or technical information, is subject to applicable export control laws and regulations of the United States. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to United States export restrictions.

III. Ownership of Rights

Your use of this Site constitutes acknowledgement and agreement that the Site and its contents (other than User Material which is defined in Section II.D. above): (a) constitute copyrighted material proprietary to us or our licensors; and (b) contain proprietary and confidential information, copyrighted material, trademarks, trade names, service marks, patents and other intellectual property rights owned by us or our licensors protected by applicable local, state, federal and international laws. Accordingly, you may not sell, assign, license, sublicense, publish, modify, create derivative works from, reverse engineer, reverse assemble, attempt to discover source code, or otherwise exploit or transfer any right in the Site or any portions thereof without our express prior written permission or that of our licensors. You may not reproduce or redistribute the Site. Nothing contained in this Site should be construed as granting, by implication, estoppels or otherwise, any license or right to use any of its content other than expressly stated in the Terms. You are advised the intellectual property rights in and to the Site will be enforced aggressively to the fullest extent of the law, including the pursuit of criminal prosecution where appropriate.A site transfer may take place only if there is a binding agreement between the new owner and ShiftCode that the domain shall stay intact for 90 days as well as a $49.95 transfer fee. Any contract between the seller and buyer regarding ownership of the site must be completed prior to the transfer.

IV. Expired Websites

A. Deletion
Any site we may host on our servers will be deleted after 9 months from the expiration date of last software license purchased and paid for. We will not be responsible for lost of data or content. As our rules dictates a renewal of a license on a monthly basis.


V. Disclosures

A. Special Programs and Policies
From time to time, we offer certain incentive programs and policies to users of our Site, including our "Promotional Policy". Details about these programs and policies are available at the Special Programs section of the Site. We reserve the right to change or cancel any of these programs and policies at our sole discretion.

VI. Legal Risk Management

A. Representations and Warranties / Disclaimer
THE SITE AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE AND OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE (IN WHOLE OR IN PART) WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT BY AFFILIATES OR OUR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS, US OR VISITORS, WHETHER MADE IN ANY PART OF THE SITE SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. 

B. Specific Disclaimers Relating to the Internet
We do not and cannot control the flow of data via the Internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt your connection to the Internet and the performance of the Site. We use commercially reasonable efforts we deem appropriate (including employing security protocols and encryption methods) to remedy and avoid such events, but cannot guarantee that such events will not occur. While we attempt to ensure the integrity and security of the Site, given the nature of the Internet, we can make no guarantees regarding the same.

Accordingly, we disclaim any and all liability resulting from or relating to such events, including any liability to pay any earnings or incentives obtained during such events. By using the Site, you acknowledge and agree that we are not responsible for (a) any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your user account, or (b) any unauthorized use of your credit card or other method of payment by a third party in connection with the Site.

In addition, the Site may contain links to other Internet web sites, which we may or may not own or operate. We have not reviewed all of the web sites that may be linked to the Site, and we have no control over such sites. Unless otherwise explicitly stated, we are not responsible for the content of such web sites, the terms and conditions governing their use, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that we offer such links does not indicate any approval or endorsement of any material contained therein. We provide these links to you only as a convenience. Accordingly, we strongly encourage you to become familiar with the terms of use and practices of any linked site. It is your sole responsibility to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of such items as viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

C. Limitation of Liability
NEITHER WE NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES TO YOUR COMPUTER, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, ANY LINKED WEB SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY LINKED WEB SITE IS TO STOP USING THE SITE OR LINKED WEB SITE, AS APPLICABLE. OUR SOLE AND EXCLUSIVE MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID TO US BY YOU, IF ANY, TO ACCESS THE SITE.

D. Indemnification
You hereby agree to indemnify, defend and hold us, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from: (a) your breach of the Terms, including any violation of the User Code of Conduct above; (b) any allegation that any submissions or other materials you submit to us or transmit to the Site are libelous, invade another person's privacy, or infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property rights of a third party; (c) unauthorized use of your account or your account information; and/or (d) your activities in connection with the Site. 

E. Claims of Copyright Infringement: Digital Millennium Copyright Act of 1998 (U.S.A.)
The Digital Millennium Copyright Act of 1998 (U.S.A.) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. 
If you believe, in good faith, that materials on the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (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 located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that we have wrongly filed a notice of copyright infringement against you, you may send us a counter-notice under the Act. Notices and counter-notices must meet the then-current statutory requirements imposed by the Act. See http://www.loc.gov/copyright/ for details. 
Notices and counter-notices under the Act with respect to the Site should be sent to us at: 
Email: notify@shiftcode.com
We suggest that you consult your legal advisor before filing a notice or counter-notice as there can be penalties for false claims under the Act.
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