Terms & Conditions
ATTENTION: PLEASE READ THIS STATEMENT CAREFULLY BEFORE USING Digital Melons (THIS “WEB SITE”). YOUR USE OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THIS COPYRIGHT STATEMENT AND TERMS OF USE (COLLECTIVELY, “TERMS OF USE”). IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS WEBSITE.
Digital Melons reserves the right to modify these Terms of Use without notice and any modifications are effective when they are posted here. Digital Melons may, at any time, at its discretion terminate your access to this Web site. Access to the Web site may be monitored by Digital Melons If you are accessing this Web site as a representative of an organization, these Terms of Use bind both you individually and the organization, and references to “you” and “you’re” shall be construed to apply to you individually and the organization.
While Digital Melons maintains copyright protection in all materials, information, and publications (collectively, “Web site information”) it places on this Web site, Digital Melons consents to normal downloading, copying, and distribution of the information for non-commercial purposes by you or within your organization only. In consideration of this consent, you agree that copies of the Web site information will retain all copyright and other proprietary notices and that you will not modify the Web site information in any way. Except where your use constitutes “fair use” under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, or distribute any Web site information, in whole or in part, without the prior written consent of Digital Melons.
As a condition of your use of this Web site, you will not use the Web site or the Web site information for any purpose that is unlawful or prohibited by these Terms of Use. You will not use this Web site in any manner that could damage, disable, overload, or impair the operation of this Web site or use by third parties.
Certain restricted product information is available on this Web site only to licensed customers of Digital Melons that are registered to receive information via passwords issued by Digital Melons This restricted information is considered confidential and proprietary information of Digital Melons If you are a registered customer or a representative of a registered customer, Digital Melons authorizes you to download, copy, distribute and use the restricted information for yourself or, if applicable, only within the customer organization, and only for the intended purposes authorized by Digital Melons Issuance of a registration password is conditioned on the customer’s use of the information in accordance with the terms of its license or service agreement with Digital Melons You shall not transfer your password to unauthorized parties. You will immediately notify Digital Melons of any unauthorized use of your password. You are responsible for use of your password. You will not attempt to gain unauthorized access to any Web site information or area within this Web site.
Certain information available on this Web site is provided by other parties, particularly information about such other parties. You understand that all such information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, are the sole responsibility of the originating party and that Digital Melons has no responsibility for such content and does not guarantee the accuracy, integrity or quality of such content. In no event is the inclusion of a statement about another party, a reference to such other party, or a Web link to another party’s Web site an endorsement of such other party, their products, or their services.
You may link to the Digital Melons home page but are not authorized to link to any other page on the Digital Melons Web site without the prior express wrote consent of Digital Melons provided that Digital Melons reserves the right to withdraw this consent at any time in its discretion. You may not use any of Digital Melons’ proprietary logos, marks, or other distinctive graphics, video, or audio material in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by Digital Melons 2) cause confusion, mistake, or deception; 3) dilute Digital Melons trademarks, service marks, or trade names; or 4) otherwise violate applicable law.
Digital Melons makes no representations or promises to develop, provide or market any software, service, or product discussed on this Web site, and you shall not rely on the information provided or the prospect of availability of any software, service, or product currently in development or currently anticipated to be made available in the future.
Web site information may refer to products, programs, or services that are not available in your country. Consult your Digital Melons representative for information about the products, programs, and services that may be available to you.
Any software that is available for download from this Web site is the copyrighted property of Digital Melons and/or its suppliers. Any use or reproduction of any such software and warranties as to such software, if any, are governed by the terms of the license agreement applicable to that software. Any use of any other product or service and warranties as to such product or service purchased by you using, or in connection with, this Web site, if any, is governed by the terms of the agreement applicable to that product or service.
Agency Agreement
WHEREAS the Company offers customers certain products and services, as described on the website and WHEREAS the Company, Individual or Brand, and the Agency desire to enter into an agreement whereby the Agency will provide fully agreed services according to the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and the Agency (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
1. Assignment of Right
- The Agency shall only market and offer for sale the products within the Territory, as defined in this Agreement.
- The Company reserves the right to add to or subtract from the list of Products authorized on Exhibit A attached hereto with notice to the Agency.
2. Territory
3. Exclusivity
4. Trademark Rights
- The Company is the sole and exclusive owner to all right, title and interest in or to any other association with the Company the Agency may utilize in performing the services herein.
- The Company hereby grants to the Agency for the duration of this Agreement and subject to the limitations.
- Stated within this Agreement a non-exclusive, non-transferable, revocable right to use the Company.
- Trademarks as necessary to market and offer for sale the Products within the Territory.
5. Agency Responsibilities
- Act with diligence, devoting reasonable time and effort to fulfill the duties described herein.
- The Company hereby grants to the Agency for the duration of this Agreement and subject to the limitations.
- Utilize promotional materials provided to the Agency by the Company for the purpose of marketing and selling the Products.
- If requested by the Company, attend and participate in trade shows and conventions related to the Product.
- Promptly respond to all communications by customers and the Company regarding the Products
- Reasonably assist the Company with regard to any and all collection matters as requested by the Company; and
- Prepare and maintain any reports and documentation, as requested by the Company.
6. Commission
- The Company shall pay to the Agency [Percentage/fix amount] of all Net Product Sales or for services directly from the Agency’s efforts. “Net Product Sales” shall be defined as the amount of sales revenue from any sales made by the Agency less any chargebacks, returns, or defaults by customers, or agency services
- Should the Parties terminate this Agreement for any reason, the Company shall pay the Agency only for sales of the Products made prior to the termination date.
- If the Agency receives commission payments for orders that are subsequently refunded, charged back, or the Company otherwise fails to realize the income from such a sale, the Agency shall offset any future commissions paid by the amount by which the commissions actually paid would be reduced if the sales associated with income the Company failed to realize were never completed.
- Payments shall be made to the Agency on or before [Time] for the [Period]
7. Confidentiality
- The Agency shall not disclose to any third party any details regarding the Company’s business, including, without limitation any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.
- Immediately upon termination of the relationship between the Company and the Agency, the Agency shall return to the Company any documents pertaining to the Company’s business or any of its trade secrets which are in the Agency’s possession.
8. Term and Termination
- This Agreement shall commence upon the date of execution and continue until either Party terminates this Agreement in writing.
- Upon such termination, the Agency shall cease marketing and offering for sale the Products and shall continue to abide by the obligation refrain from sharing with any third party any of the Company’s confidential information.
