Terms and Conditions
CPA ART Network
The CpaArt.com Web Site (the "Site") is an online information service provided by CpaArt.com ("CpaArt.com "), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. CpaArt.com MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
Approval of Publisher.
Registration with CpaArt shall not confer any right on Publisher to market or promote any Programs (as defined under section 2) made available by CpaArt on the Site on behalf of its clients (the "Advertisers"). Participation by Publisher in the CpaArt publisher lead generation program is subject to review and approval by CpaArt. All prospective publishers need official approval from CpaArt before they can become Publishers. Official approval requires meeting the criteria listed under Sections 1.1 and 1.2 below, however approval is not automatically granted upon fulfillment of said criteria. CpaArt reserves the right to withhold or refuse approval for any reason at CpaArt sole discretion. Once Publisher has been accepted into the Program, Publisher's continued right to participate is conditioned upon Publisher's ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher from participating in the Program. Publisher may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, subject to approval by CpaArt. Publisher shall promptly notify CpaArt in the event of a material change in its business practices or strategy. Approval of a Publisher can be withdrawn by CpaArt, at any time for any reason.
Copyright, Licenses and Idea Submissions.
The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are CpaArt.com, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to CpaArt.com a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to CpaArt.com by all means and in any media now known or hereafter developed. You also grant to CpaArt.com the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against CpaArt.com for any alleged or actual infringement or misappropriation of any proprietary right in your communications to CpaArt.com.
Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of CpaArt.com. Other product and company names mentioned in the Site may be the trademarks of their respective owners.
2. Use of the Site.
You understand that, except for information, products or services clearly identified as being supplied by CpaArt.com, CpaArt.comdoes not operate, control or endorse any information, products or services on the Internet in any way. Except for CpaArt.com- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with CpaArt.com a. You also understand that CpaArt.com cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. CpaArt.com PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND CpaArt.com SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. CpaArt.com DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. CpaArt.com HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
LIMITATION OF LIABILITY
IN NO EVENT WILL CpaArt.com BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF CpaArt.com OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, CpaArt.com LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
CpaArt.com makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-CpaArt.com web site, please understand that it is independent from CpaArt.com, and that CpaArt.com has no control over the content on that web site. In addition, a link to a CpaArt.com web site does not mean that CpaArt.com endorses or accepts any responsibility for the content, or the use, of such web site.
You agree to indemnify, defend and hold harmless CpaArt.com, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.
Third Party Rights.
The provisions of paragraphs 2 (Use of the Service), and 3 (Indemnification) are for the benefit of CpaArt.com and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.
Emails & Promotions.
You accept that by joining CpaArt you may receive future emails pertaining to the CpaArt service and/or 3rd party products or services which we feel will interest our members.
This Agreement shall all be governed and construed in accordance with the laws of The Europear Union applicable to agreements made and to be performed in The United States of America. You agree that any legal action or proceeding between CpaArt.com and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. CpaArt.com's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. CpaArt.com may assign its rights and duties under this Agreement to any party at any time without notice to you
1. Affiliates – The Merchant acknowledges and agrees that may use an affiliate (“Affiliate”) to promote the Products. In the event that any Customers purchase Products as a result of the activities of an Affiliate:
a. CpaArt will be entitled to collect a commission or other payment from the Merchant calculated in the manner provided in Section D(2) (the “Affiliate Fee”),
b. the Affiliate will be entitled to collect a commission established by the Merchant, in consultation with CpaArt (the “Affiliate Commission”);
and CpaArt may deduct those amounts from any sum to be remitted to the Merchant in accordance with Section D.
2. The Merchant covenants and agrees that all Affiliates remain the sole property of CpaArt.
1. Payment Periods - Payment Periods Is Weekly for all affiliate.
2. Affiliate Service Payments – Where CpaArt is appointed to provide the Affiliate Services in accordance with Section A(3) above, the Merchant will pay:
a. An Affiliate Fee to CpaArt, equal to the amount shown in Schedule A of this agreement;
b. An Affiliate Commission to the Affiliate entitled to payment in accordance with Section C(1).
4. Chargeback Fees – Where a chargeback is incurred for any reason (other than the fault of CpaArt), the Merchant will pay to CpaArt the sum of Twenty-Five ($25.00) United States Dollars, (the “Chargeback Fees”). A chargeback refers to a scenario where a credit card processor or bank unilaterally revokes a prior transaction, which may be done under the rules of the credit card banking system for such reasons as fraud or suspected fraud, End User complaint, or other reasons determined at the sole discretion of the credit card processors and/or banks.
5. The Affiliate Fees and the CpaArt Fees to be made pursuant to these Merchant Terms are collectively referred to in this Agreement as the “Service Fees”.
6. Summary – During the currency of these Merchant Terms and for a period of one month thereafter, CpaArt will, within seven (7) business days following the end of each Payment Period deliver to the Merchant a summary (the “Statement”) of each Transaction, an accounting of the revenue received therefrom, a summary of all refunds issued to Customers, and any sums payable by, charged back to or otherwise held back from the Merchant in accordance with these Merchant Terms (including without limitation the Service Fees, Affiliate Fees and Affiliate Commissions), during that Payment Period.
7. Remittance – Prior to the end of each Payment Period CpaArt will remit to the Merchant, on account of the immediately preceding Payment Period, a sum equal to the aggregate gross revenue received from each Transaction during the immediately preceding Payment Period, less:
a. the sum payable to CpaArt for each Transaction, being the greater of the amounts calculated in the manner set out in the Merchant Terms or $2.00, plus any applicable taxes;
b. any sums held back from or otherwise charged back to the Merchant in accordance with these Merchant Terms, by CpaArt including without limitation all Services Fees, Affiliate Fees and Affiliate Commissions.
8. Holdback – The Merchant acknowledges and agrees that CpaArt may hold back a portion of any sum due and payable to the Merchant if CpaArt, acting reasonably, determines that such hold back is necessary to secure the payment and performance of all liabilities, obligations, and indebtedness that the Merchant may incur under this Agreement or as the result of any breach of this Agreement. Without prejudice to any other right of CpaArt arising under these Merchant Terms or otherwise at law or in equity, the Merchant acknowledges and agrees that CpaArt may also refuse to make payments to the Merchant as aforesaid, notwithstanding that such payments may then be due, if CpaArt determines, in good faith, that the Merchant has breached any applicable law or regulation or otherwise has breached a material term of this Agreement.
9. Audit – The Merchant will have the right, notice given not more than five (5) business days following issuance of a Statement, to audit the same, in order to verify the accuracy of the amounts payable to the Merchant and CpaArt. Where such audit reveals a shortfall in the amounts payable by CpaArt, CpaArt will forthwith make payment to the Merchant. Where such audit reveals a surplus in the amounts payable by CpaArt, such surplus will be set off against future payments to be made by CpaArt.
Representations, Warranties, Covenants
1. Mutual – Each party represents and warrants and covenants to the other that:
a. it has full right, power and authority to enter into and fully perform its obligations under these Merchant Terms;
b. the execution, delivery and performance of these Merchant Terms does not conflict with any other agreement to which it is a party or by which it is bound;
c. to the best of its knowledge, any products, materials, or information provided in order to perform or otherwise created in the performance of its obligations under these Merchant Terms will not infringe or otherwise violate the rights, including intellectual property rights of any other person or entity; and,
d. it will substantially comply with all material laws and regulations (including without limitation legislation with respect to privacy and all export control laws and regulations applicable to that party) applicable to the activities of that party in connection with this Agreement.
2. Merchant – The Merchant represents and warrants to CpaArt and further covenants that:
a. it is the owner or otherwise the duly authorized licensee of all right, title and interest in and to the Products, including the right to grant to CpaArt the non-exclusive right to market, distribute, and sell the Products;
b. neither the Product nor any web site or other promotional or marketing material of the Merchant will contain any content which in the opinion of CpaArt is or may be construed as being defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or otherwise contravene the Can-Spam Act of 2003 (United States) or other similar legislation applicable either to the Merchant or to CpaArt;
c. it will at all times advise CpaArt of specific restrictions and changes in restrictions, howsoever caused, with respect to the sale or export of the Products arising under all applicable export control laws and regulations;
d. none of the Products nor any web site of the Merchant will violate any applicable law or regulation or otherwise contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user’s computer without notice to and the express prior consent of the user;
e. it will use best efforts to ensure that the Merchant’s web site and CpaArt has at all times current, valid contact information, including without limitation current names, electronic mail addresses and telephone numbers for all corporate, technical support and customer support matters;
f. it will use best efforts to ensure that purchasers of the Products will receive prompt, adequate replies to all technical and support queries directed to the Merchant;
g. it will not make any warranty or representation on behalf of CpaArt, or otherwise represent to any person that the Merchant (and those for whom the Merchant is in law responsible) is or are CpaArt agents;
h. it will not without the express written consent of CpaArt, where CpaArt has been appointed to provide the Affiliate Services, such consent not to be unreasonably withheld, make any change to any Product related landing page or website or to any offer of the Merchant with respect to any Product.
3. CpaArt – CpaArt represents and warrants to the Merchant and further covenants that:
a. CpaArt will comply in all material respects with the laws applicable in the jurisdictions where CpaArt conducts business;
b. the services provided by CpaArt in accordance with these Merchant Terms do not contravene the provisions of the CAN-SPAM Act of 2003 (United States);
c. CpaArt does not permit its network or computer systems to be used in the distribution of materials which it believes to contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program, or any content which is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; and,
d. CpaArt will use commercially reasonable efforts to ensure that those for whom it is in law responsible comply with all applicable federal, provincial, state or local laws.
CpaArt acknowledges and agrees that the Merchant will not be responsible for any act of or omission by CpaArt, those for whom it is in law responsible or any Affiliate. CpaArt agrees to take such steps as may be reasonably necessary to terminate any Affiliate determined to be responsible for a breach of any applicable federal, provincial, state or local law, and further to cooperate with the Merchant in addressing such breach with the said Affiliate.
4. CpaArt Disclaimer – EXCEPT AS EXPRESSLY SET OUT IN SECTION E, PARAGRAPHS 1 AND 3 OF THE MERCHANT TERMS, CpaArt DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY CAMPAIGN, IN PART OR WHOLE.) CpaArt DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, IMPLEMENTATION, CUSTOMIZATION, USE, OPERATION OR SUPPORT OF THE SOFTWARE, WHETHER IN AN ACTION BASED IN CONTRACT OR IN TORT, EVEN IF CpaArt HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Force Majeure – CpaArt will not be liable to the Merchant for any delay, interruption, or failure to perform its duties, covenants, and obligations under these Merchant Terms if caused directly or indirectly by an event of Force Majeure. An event of Force Majeure includes, but is not limited to acts of God or of the public enemy; changes in the laws of United State; acts of civil or military authorities; governmental restrictions or controls on imports, exports, or foreign exchange; wars, declared or undeclared; revolution; riot; insurrection; civil disturbances; fires; floods; storms; slides; explosions; earthquakes; epidemics; quarantine restrictions; strikes or lockouts, including work stoppages or slow-downs; labour shortages; freight embargoes; power failure; mechanical or electrical breakdown or non-availability of any machinery, equipment, or service provided by any person or corporation not a party to this Agreement; delay, interruption, or failure, occasioned by a computer software or hardware problem, and delays by carriers, suppliers or materials shortages.
Representations, Warranties, Covenants
1. The Merchant covenants and agrees:
a. when selling the Products, to use only those languages supported by CpaArt;
b. when promoting the Products, to ensure that pricing is equal to the suggested retail price provided by the Merchant to CpaArt;
c. when promoting the Products, to send promotional messages only to those individuals who have explicitly requested or agreed to receive communications specifically from the Merchant;
d. that it will not make or permit to be made any statement to any individual which is false or intentionally misleading;
e. to maintain, on each web site owned or operated by or on behalf of the Merchant (including without limitation those web sites listed in these Merchant Terms and replaced from time to time), a working link or working links to CpaArt, in compliance with the standards established, from time to time, by CpaArt;
f. to used best efforts, firstly, to promote CpaArt by the Merchant as the Merchant’s preferred payment processing service and, secondly, to ensure that purchases of any Products on each web site owned or operated by or on behalf of the Merchant (including without limitation those web sites listed in these Merchant Terms and replaced from time to time) are, by default, processed using CpaArt;
g. that, except with the express prior written consent of an authorized representative of CpaArt, the Merchant will not pay to any Affiliate a commission with respect to a given Transaction equal to more than seventy-five percent of the net Transaction Fee, after deduction of any sum due and payable to CpaArt;
h. that, except with the express written consent of an authorized representative of CpaArt, which consent will not be unreasonably withheld, the Merchant will not offer any campaign, contest or promotion directly or indirectly using CpaArt services or resources;
i. to provide prospective customers with access to the Merchant’s privacy policies concerning the collection and use of information including the Customer Data;
j. that refunds with respect to Products sold using or by way of the Affiliate Services will be undertaken only in compliance with the policies of CpaArt, as established and amended, from time to time;
k. not to engage in any activity which in the opinion of CpaArt may directly or indirectly interfere with the ability of CpaArt to keep accurate Transaction records or otherwise impact the natural flow of customer traffic to any web site from which CpaArt may use in relation to the sale or licensing of the Products;
l. to refrain from promoting the Products by using rebates, discounts or other promotions in a manner which purports to obligate CpaArt without the express written consent of CpaArt;
m. to maintain a working link to the CpaArt Affiliate recruitment web page located at the universal resource locator address provided by CpaArt to the Merchant, from time to time, on each web site owned or operated by or on behalf of the Merchant and, in the opinion of CpaArt, used for the recruitment of Affiliates;
n. that it will not at any time during the currency of these Merchant Terms and for a one year period thereafter seek, in any way, to undermine the goodwill of CpaArt or otherwise directly or indirectly solicit or entice or attempt to solicit or entice, work away from CpaArt or otherwise solicit or entice or attempt to solicit or entice any of the Affiliates to enter into an arrangement with the Merchant or with any party who, in the opinion of CpaArt is a competitor thereof.
1. Confidentiality – One party (the “Disclosing Party”) may, from time to time, disclose to the other (the “Other”) certain information relating to the Disclosing Party’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Other acknowledge that Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in these Merchant Terms obligates the Disclosing Party, it directors, agents or employees to disclose or grant to the Other access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Other covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in these Merchant Terms; (b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, agent, or employee of the Other without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld. The Other acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Other agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party. Upon termination of these Merchant Terms, or otherwise on demand by the Disclosing Party, the Other agrees that it will promptly return the Confidential Information to the Disclosing Party, uncopied and undistributed.
2. General Disclosure – Unless CpaArt has provided prior, express written consent, the Merchant will keep the Merchant Terms strictly confidential, and may not make any disclosure of the same to any person. CpaArt may publish a press release or similar statement regarding these Merchant Terms between CpaArt and the Merchant at any time following the execution of the Merchant Terms. The Merchant acknowledges and agrees that, for that purpose and in any CpaArt marketing or promotional materials, CpaArt may publish the Merchant’s name and logo.
1. Termination by CpaArt – CpaArt may terminate these Merchant Terms at any time on Notice of thirty (30) business days. CpaArt may also terminate these Merchant Terms at any time, without Notice, in the event of:
a. the breach by the Merchant of any provision of these Merchant Terms;
b. the assertion against the Merchant of any claim of product liability;
c. the violation by the Merchant or anyone for whom the Merchant is in law responsible of the intellectual property rights of either CpaArt or any third party;
e. the violation by the Merchant of any local, provincial, state or federal statute, including, without limitation, an act of dishonesty such as embezzlement or theft;
f. conduct on the part of the Merchant that is detrimental to the business or the financial position of the CpaArt, as determined in the sole discretion of the CpaArts;
g. conduct on the part of the Merchant or anyone for whom the Merchant is in law responsible which is of such a serious and substantial nature that, as determined in the sole discretion of CpaArt, it would injure the reputation of CpaArt or of the customers, clients, affiliates, agents, or employees of CpaArt; or
2. Termination by the Merchant – The Merchant may terminate these Merchant Terms at any time on Notice to CpaArt of not less than thirty (30) business days.The Merchant may terminate these Merchant Terms at any time on Notice to CpaArt of not less than thirty (30) business days.
3. Payment – Notwithstanding termination of this Agreement for any reason, the Merchant will remain liable to pay to CpaArt any sum due and owing hereunder, and for that purpose the Merchant covenants and agrees that the obligations arising under Section D of these Merchant Terms will survive termination of the this Agreement for any reason.
4. Return of Property – Immediately following termination of this Agreement, for any reason, each party will promptly return to the other any Confidential Information in its possession or control. The Merchant will cease any use of any property belonging to CpaArt, including without limitation any and all intellectual property, and will thereafter remove from any web site, publication, brochure or other promotional material any hyperlink, logo, reference to CpaArt.
1. Mutual Indemnity – Subject to any limitations expressed elsewhere in these Merchant Terms, each party covenants and agrees to indemnify and save the other and any officer, director, employee, parent company, subsidiary or affiliated company harmless from and against any and all claims, actions, proceedings, suits, losses, costs, expenses, or damages (collectively, the “Claims”) suffered or incurred by or arising from any breach by the indemnifying party of any of the its representations, warranties, covenants or obligations arising under these Merchant Terms. Each party agrees (i) to notify the other in the event that it becomes aware of a Claim or the possibility of a Claim; (ii) to cooperate with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claim; (iii) to keep the indemnified party fully informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party, including the decision to defend or not defend the claim or complaint; (iv) that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claim, including the payment of any award of damages and/or costs to any third party, will be paid by indemnifying party; (v) that no decision or action concerning or governing any final disposition of the Claim will be taken without notice to indemnified party; (vi) that the indemnified party may elect to participate as a party in any litigation involving the Claim to the extent that the court may permit, and any additional expenses generated by such participation will be paid by the indemnified party subject to the possibility of recovery of some or all of the additional expenses from the complainant.
2. Limitation of Liability – The liability of CpaArt for any breach of these Merchant Terms or otherwise with respect to any cause of action that the Merchant may have at law or in equity, is limited to the greater of the amount of money invoiced by CpaArt and actually paid by the Merchant and Five Hundred ($500.00) United States Dollars. In no circumstance will CpaArt be liable to the Merchant for any consequential, indirect, special, punitive or incidental damages or lost profits, of the Merchant or the Merchant’s clients, successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. In no circumstance will CpaArt be liable to the Merchant for any act or omission of any Affiliate of CpaArt including without limitation any contravention by such Affiliate of the Can-Spam Act of 2003 (United States), any rule, regulation or guideline issued by the United State Federal Trade Commission or other similar legislation, rule, regulation or guideline applicable either to the Merchant or to CpaArt. Without limiting the foregoing, CpaArt will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Merchant or third parties, Merchant’s equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of CpaArt.
3. Limitation Period – In no event will the Merchant commence any action, suit or proceeding against CpaArt for any Claim more than twelve (12) months following the date upon which the Merchant became or should reasonably have become aware of the existence of said Claim.
Modification of These Merchant Terms
1. Amendment – The Merchant acknowledges and agrees that notwithstanding any contrary provision, CpaArt may modify the terms and conditions of these Merchant Terms at any time (the “Modifications”).
2. Notice – CpaArt acknowledges and agrees that it will:
a. publish any such Modifications on the CpaArt web site together with a statement as to the date upon which such Modifications are to come into force and effect (the “Effective Date”); and
b. provide the Merchant with Notice of both the Modifications and Effective Date, at least three (3) business days in advance of the Effective Date.
3. Deemed Acceptance – In the event that the Merchant fails to terminate these Merchant Terms in accordance with Section H, Paragraph 2, prior to the Effective Date applicable to a specific set of Modifications, the Merchant will be deemed to have read, acknowledged and agreed to the same. The Merchant will thereafter be bound by the Modifications, which for all purposes will form part of these Merchant Terms.