TheOrlandoDJ.com, ("TheOrlandoDJ.com" or "us" or "we") has developed and operates a service
providing a private-labeled internet website, ("the Private-Labeled
Website"). The Private-Labeled Website enables a third party ("you"
or "TheOrlandoDJ.com Subscriber") to put interactive tools online for
their customers and prospects. Internet users who come to the Private-Labeled
Website using a link on your web site or through your unique URL domain
name are referred to in this Agreement as your ("Visitor"). TheOrlandoDJ.com
will provide HTML code for your company to use on your web site which
links your site to the Private-Labeled Website or, you can use your
private-labeled website as your only internet site. This Agreement defines
the terms and conditions for your participation in the TheOrlandoDJ.com
program as a TheOrlandoDJ.com Subscriber, ("TheOrlandoDJ.com Subscriber").
In consideration of the promises set forth in this TheOrlandoDJ.com Subscriber
Terms of Service Agreement ("Agreement"), you and TheOrlandoDJ.com agree
as follows:
1. Acceptance and Enrollment
as a TheOrlandoDJ.com Subscriber:
Please read this Agreement
carefully. To become a TheOrlandoDJ.com Subscriber, you must fill out
a completed TheOrlandoDJ.com Sign Up Form, ("Sign Up") via our web site.
By submitting the form, and agreeing to use the Private-Labeled Website,
you indicate your acceptance of this Agreement and its terms and conditions.
Upon payment of funds, your account will be created and service will
be initiated.
2. The TheOrlandoDJ.com
Subscriber Relationship:
As a TheOrlandoDJ.com Subscriber,
we will make available to you Internet hyperlinks to the Private-Labeled
Website and associated graphics as set forth below ("Links"), which,
subject to the terms and conditions of this Agreement, you may display
as often and in as many areas on your web site as you desire. The Links
will enable your site visitors to come to the Private-Labeled Website
through a new browser window that opens on your own site, a direct hyperlink,
or a framed link. If the new browser window is closed, your site remains
open on the Visitor's computer. Since the name of the Private-Labeled
Website will match your own company name, the visitor will assume the
website is a part of your site, not an off-site location. Further, the
Private-Labeled Website will have Links on it returning your Visitors
back to your home site. By utilizing these Links, Visitors to your web
site will be able to use your interactive online tools. However, while
you are a TheOrlandoDJ.com Subscriber all email communication, confirmations,
and other representations will have only your Private-Labeled Website
name.
3. Our Responsibilities:
We will be responsible
for providing you with approved Link(s) and providing the information
necessary to allow you to link your web site to our Private-Labeled
Website. Included in our services is a control panel which enables you
to modify your Private-Labeled Website. Certain elements of the system
can be modified to your unique needs, but no guarantees are made as
to the level of modification that is offered. Your client and booking
information remains securely stored in a password protected area on
our servers. Never is any of your client or booking information shared
with any outside parties.
4. Term and Termination
of the Agreement:
The term of this Agreement
is 1 year (or 2 months if trial), starting from the date your payment
is processed and your account is created. From then on, the agreement
renews itself each year for a period of 1 year with your authorization.
The Agreement can be terminated by cancellation at anytime by either
the TheOrlandoDJ.com Subscriber or TheOrlandoDJ.com. If the TheOrlandoDJ.com
subscriber cancels this agreement for any reason, no refund will be
provided under any circumstances. All sales are final. If TheOrlandoDJ.com
cancels this Agreement for any reason, a ten (10) day notice via email
will be given to the TheOrlandoDJ.com Subscriber and the TheOrlandoDJ.com
Subscriber will receive a prorated refund. TheOrlandoDJ.com reserves
the right to refuse service to any person or company for any or no reason.
5. Use of Links and
Design of the Private-Labeled Website:
TheOrlandoDJ.com will provide
to you approved Link(s) to consist of text or graphic images provided
by us containing, without limitation, the TheOrlandoDJ.com logo, service
mark and related image. This Link will connect the Visitor from your
web site to the Private-Labeled Website. At your discretion, you can
imbed specific pages or specific links into the text of your site to
connect Visitors to specific pages or open specific tools in the Private-Labeled
Website. The home page of the Private-Labeled Website allows for your
logo and the name of your business. Links will appear throughout the
Private-Labeled Website that take Visitors back to your web site. To
some extent, the Private-Labeled Website can take on the "look and feel"
of your web site. Accordingly, you can provide us with the "look and
feel" of your web site, and your logo, and you grant us a limited, non-exclusive
right to use and copy the "look and feel" of your web site for the purposes
stated in this Agreement. This right continues only for as long as you
remain a TheOrlandoDJ.com Subscriber. Thereafter, neither party has the
right to use any Links, graphic images, logos, service marks, and related
images or copy belonging to the other party.
6. Usage Limitations
and Transferability:
A TheOrlandoDJ.com account
can only be used with a single company or entity, the company or entity
of the TheOrlandoDJ.com Subscriber. TheOrlandoDJ.com accounts can not,
under any circumstances, be shared among or used by multiple companies.
A TheOrlandoDJ.com Subscriber is permitted to Link to their TheOrlandoDJ.com
account tools from multiple websites and URLs, provided that such websites
and URLs are all owned by the TheOrlandoDJ.com Subscriber. TheOrlandoDJ.com
Subscriber is not permitted to rent, lease, license, sell, re-sell all
or any part of their TheOrlandoDJ.com account services. Usage of TheOrlandoDJ.com
Account is limited to Subscriber and Subscriber's prospective and booked
clients only. TheOrlandoDJ.com Subscriber may not allow access to their
account by any other company, entity, or prospective or booked client
of such other company or entity.
7. Licenses and Use
of Marks:
We grant you a non-exclusive,
non-transferable, revocable right to use our logos, trade names, trademarks,
service marks and similar identifying material relating to us (collectively,
the "Marks") solely as related to promotion of the Private-Labeled Website.
You may use the Marks to display the Links on your web site only while
you are participating as a TheOrlandoDJ.com Subscriber. You may not alter,
modify, or change the Marks in any way. You are only entitled to use
the Marks as set forth in this Agreement while you are a TheOrlandoDJ.com
Subscriber in good standing. We expressly reserve all right, title and
interest in the Marks not expressly granted in this Agreement. Your
license to use the Marks may be revoked at any time for any reason by
us. Nothing in this agreement provides for the transfer of ownership
in any TheOrlandoDJ.com intellectual property right.
You grant to us a limited,
non-exclusive, license to utilize your trade names, trademarks, and
service marks (collectively the "TheOrlandoDJ.com Subscriber Trademarks")
to advertise, market, promote, and publicize in any manner our rights
hereunder and the Private-Labeled Website. This license and the use
of Marks by both parties shall terminate upon the termination of this
Agreement. TheOrlandoDJ.com reserves the right to display a copyright
link at the bottom of every private-labeled web page.
8. Policies and Pricing:
If we change our policies
and operating procedures, we will post any and all changes on our web
site. Prices are subject to change at anytime without notice. Any pricing
changes will be posted on our web site.
9. Compliance with
Laws:
You are solely responsible
for ensuring that your web site and all content thereon strictly complies
with all applicable laws and regulations including, without limitation,
all applicable copyright, trademark and export laws. We have the right
in our sole discretion to monitor your web site at any time, and from
time to time, to determine if you are in compliance with the terms of
this Agreement. We may immediately terminate this Agreement if in our
sole discretion you are not in compliance with the terms of this Agreement.
You may not use the
Private-Labeled
Website in such as way as to condone or encourage terrorism,
promote or provide pirated Software, or any other form of illegal or
damaging activity.
10. Modification:
In our sole discretion,
we may modify the terms and conditions contained in this Agreement at
any time. Any and all changes will be noticed and posted on our web
site. Modifications may include, but are not limited to, terms, features,
or pricing. You agree that your continued participation in the Private-Labeled
Website following such a modification will constitute your binding acceptance
of the modification to this Agreement.
11. Relationship of
Parties:
Nothing in this Agreement
will create any partnership, joint venture, agency, franchise, representative,
or employment relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf. You will
not make any statement, whether on your web site or otherwise, that
reasonably would contradict any term contained in this Section.
12. Communication
Communication between
TheOrlandoDJ.com and the TheOrlandoDJ.com Subscriber will take place
online and via
email. You agree to receive all official emails from TheOrlandoDJ.com
and understand that as part of a subscription service, you can not opt-out
of receiving such messages which are deemed vital to the TheOrlandoDJ.com Subscriber relationship.
13. Representations
and Warranties:
You hereby represent and
warrant to us as follows: a.) You have full authority to bind yourself
or the entity which you represent to the terms of this Agreement. This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, written, valid, and binding obligation, enforceable
against you in accordance with its terms. b.) The execution, delivery,
and performance by you of this Agreement and the consummation by you
of the transactions contemplated hereby will not, with or without the
giving of notice, the lapse of time, or both, conflict with or violate
(i) any provision of law, rule, or regulation to which you are subject,
(ii) any order, judgment, or decree applicable to you or binding upon
your assets or properties, (iii) any provision of your by-laws or certificate
of incorporation, or (iv) any agreement or other instrument applicable
to you or binding upon your assets or properties. c.) You are the sole
and exclusive owner of the TheOrlandoDJ.com Subscriber Trademarks and
have the right and power to grant to us the license to use the same
as set forth herein, and such grant does not and will not (i) breach,
conflict with, or constitute a default under any agreement or other
instrument applicable to you or binding upon your assets or properties,
or (ii) infringe upon any trademark, trade name, service mark, copyright,
or other proprietary right of any other person or entity.
14. Disclaimers:
TheOrlandoDJ.com AND OUR SERVICES ARE OFFERED
"AS IS." WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE PRIVATE-LABELED WEBSITE (INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT,
OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING,
OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION
OF THE PRIVATE-LABELED WEBSITE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR
FREE. YOU EXPRESSLY AGREE THAT TheOrlandoDJ.com IS NOT LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS, INACCURACIES OR ERRORS.
15. Confidentiality:
a.) You acknowledge and
agree that certain information disclosed to you by us constitutes Proprietary
Information, including, without limitation, the terms of this Agreement,
business and financial information, Visitor lists, technological information,
customer and vendor lists, and pricing and sales information. The Proprietary
Information shall remain the sole and exclusive property of TheOrlandoDJ.com
and disclosure of the Proprietary Information to you does not confer
to you any license, interest, or rights of any kind in or to the Proprietary
Information, except as provided under this Agreement. You shall keep
the Proprietary Information strictly confidential and secret and shall
not use or disclose the same, directly or indirectly, for your own business
purposes or for any other purpose except and solely for the purposes
contemplated by this Agreement. You shall protect the Proprietary Information
with the same degree of protection and care as you use to protect your
own Proprietary Information, but in no event less than reasonable care.
Notwithstanding the foregoing, you may disclose the Proprietary Information
if required under applicable law. b.) With regard to Trade Secrets,
your obligations in this Section shall continue for so long as such
information constitutes a Trade Secret. With regard to Confidential
Information, your obligations in this Section shall continue for the
term of this Agreement and for a period thereafter until such information
is made public, or is required to be disclosed to a government agency
or court of law with competent jurisdiction. For the purposes of this
Agreement, (i) "Proprietary Information" means Trade Secrets, Confidential
Information, Graphic Designs and Source Codes; (ii) "Trade Secrets"
means trade secrets as defined under Illinois law, as amended from time
to time; and (iii) "Confidential Information" means information that
is of value to us and is treated as confidential other than Trade Secrets.
You may not reverse engineer,
disassemble, or create derivative works based on the Software for distribution
or usage on or outside your web site.
16. LIMITATION OF LIABILITY:
NEITHER TheOrlandoDJ.com NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR OTHER REPRESENTATIVES SHALL BE
LIABLE TO YOU OR TO YOUR VISITORS FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL,
OR PUNITIVE DAMAGES RELATING IN ANY MANNER TO THE SUBJECT MATTER OF
THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, EVEN
IF TheOrlandoDJ.com HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD
OF SUCH DAMAGES. OUR TOTAL LIABILITY RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT
EXCEED THE SERVICE FEES UNDER THIS AGREEMENT. IF SERVICE IS INTERRUPTED
FOR AN EXTENDED PERIOD OF TIME OR EXCESSIVE DATA IS LOST, TheOrlandoDJ.com,
AT OUR SOLE DISCRETION, MAY CHOOSE TO CREDIT THE SUBSCRIBER'S ACCOUNT
FOR TIME LOST. NO CASH REFUNDS ARE GIVEN UNDER ANY CIRCUMSTANCES.
17. Miscellaneous:
You may not assign this
Agreement, by operation of law or otherwise, without our prior written
consent. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and enforceable against the parties and
their respective successors and assigns. Our failure to enforce your
strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such a provision or any
other provision of this Agreement. Headings of particular sections are
inserted only for convenience and are not to be considered a part of
this Agreement or be used to define, limit or construe the scope of
any term of this Agreement. Should any term of this Agreement require
judicial interpretation, the parties agree that the court interpreting
or construing the same shall not apply a presumption that the terms
of this Agreement shall be more strictly construed against one party
than against another. Emails shall constitute written notice to the
other party for all purposes of this Agreement.
18. Indemnification:
You hereby agree to defend,
indemnify and hold harmless TheOrlandoDJ.com and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders,
members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees) resulting from any third party
claim made or suit brought against TheOrlandoDJ.com, to the extent such
results from any acts or omissions by you or your employees or agents,
including, without limitation, (i) any claim that our use of your Trademarks
infringes on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third party,
(ii) any breach by you of the terms of this Agreement, or (iii) any
claim related to your web site, including, without limitation, claims
of trademark or copyright infringement, or libel.
19. Governing Law;
Dispute Resolution:
This Agreement will be
deemed to be made in, and governed by the laws of the United States
and the State of Illinois, without reference to rules governing choice
of laws. Any action relating to the subject matter of this Agreement
regardless of the type of claim or action must be brought exclusively
in the federal or state courts located in Cook County, Illinois. You
irrevocably consent to personal jurisdiction and venue in such courts,
and you agree that service of process may be effected by registered
or certified mail.
20.
Force Majeure:
Neither party shall be
liable to the other or deemed to be in default hereunder for non-performance
or delays due to fire, boycott, lockout, war, labor or civil disturbance,
riots, acts of God, insurrection, government orders or regulations,
or any other cause beyond the reasonable control of the party delayed
or prevented from performing.
21. Entire Agreement:
This Agreement, together
with all subsequent modifications, constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes
all written or oral prior agreements or understandings with respect
thereto. This Agreement shall be considered to be "signed in writing"
when you click on the "Continue" button on the Sign Up web page, and
deemed for all purposes (i) to have been "signed" and (ii) to constitute
an "original" when printed from electronic files or records established
and maintained in the normal course of business. The parties agree not
to contest the validity or enforceability of this Agreement under the
provisions of any applicable law requiring certain agreements are to
be in writing or signed by the party to be bound thereby. In case any
one or more of the provisions of this Agreement should be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. No course of dealing or usage of trade
shall be used to modify the terms hereof. Any and all provisions, obligations
and terms contained in this Agreement which by their nature or effect
are required or intended to be observed, kept or performed after termination
of this Agreement will survive the termination of this Agreement and
remain binding upon and for the benefit of the parties, specifically
the following provisions of this Agreement shall survive termination.
22. Independent Investigation:
You acknowledge that you
have read this Agreement and agree to all its terms and conditions.
You have independently evaluated the desirability of participating in
the Private-Labeled Website and are not relying on any representation,
guarantee, or statement by TheOrlandoDJ.com other than as set forth in
this Agreement. Any inconsistencies, ambiguities, or conflicts in this
Agreement shall not be strictly construed against TheOrlandoDJ.com, but
shall be resolved according to its fair meaning. Violation of any such
Terms of Service will result in immediate termination of services.