This agreement sets forth your rights and obligations as an MetaPulse Partner. By clicking “I Agree” you indicate that you have read and understood this agreement and you will be bound by its terms.
1. PARTIES. All references to “MetaPulse” herein means and refers to exec.io Pty Ltd, the owner and creator of MetaPulse and its employees and assigns. All references to “You” and “Your” mean and refer to that MetaPulse Partner who has executed this agreement by clicking “I Agree.” MetaPulse and You are each referred to herein as a “Party” and collectively as the “Parties.”
2. INDEPENDENT CONTRACTOR. You are an independent contractor of MetaPulse. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between MetaPulse and You by virtue of this Partner Agreement.
3. TERM AND TERMINATION. Your contract with MetaPulse begins when you click “I Agree,” and will continue month-to-month until either:
A. You cancel your account.
B. MetaPulse cancels Your account due to Your breach of any of the terms of this Agreement.
B. MetaPulse or its successors or assigns, in its sole and absolute discretion, cancels Your Partner Agreement. In the event that MetaPulse or its successors or assigns cancels Your Partner Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided MetaPulse and that is associated with your Partner profile.
4. COMPENSATION OR COMMISSIONS. Partners receive no commission or compensation for any referrals.
5. MARKETING AND RECRUITING.
A. TRUTHFUL. Anything You communicate in marketing or advertising any MetaPulse service or opportunity must be true and accurate. Claims that relate to any MetaPulse service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports MetaPulse. You may not use the intellectual property of any other person or entity in advertising any MetaPulse service or opportunity.
B. NON-DISPARAGEMENT. You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of MetaPulse.
6. MetaPulse's INTELLECTUAL PROPERTY. No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “MetaPulse Intellectual Property”) owned by MetaPulse may be used, copied, or reproduced by You except as set forth below. No MetaPulse Intellectual Property (or any mark confusingly similar to any MetaPulse Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.
You may use the MetaPulse mark to advertise MetaPulse. Any time You use the MetaPulse mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for MetaPulse. Whether Your use of MetaPulse is confusing will be determined by MetaPulse in MetaPulse's sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:
You must not use the “voice” of, or purport to speak on behalf of MetaPulse or exec.io Pty Ltd.
Any time You use the word “MetaPulse” it must be immediately followed by the letters “TM” in superscript caps.
When used in prose, MetaPulse must be used in the same font as the rest of the prose.
When used other than in prose, MetaPulse must be used in the font employed by MetaPulse's corporate marketing in MetaPulse's corporate logo.
On any website or social media platform on which You use the word MetaPulse, you must include the disclosure identified in paragraph 5(D) above.
You may use only such other images, photographs and trademarks as MetaPulse expressly authorizes in writing.
If you have any questions regarding your use of any MetaPulse mark, please contact: email@example.com
7. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You grant MetaPulse permission to use any and all photographs taken by MetaPulse or its agents or employees or submitted by You to MetaPulse (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of MetaPulse or any product or service sold and marketed by MetaPulse. You agree that this authorization to use Photographs may be assigned by MetaPulse to any other party. You agree that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in MetaPulse's sole discretion. You agree not to charge a royalty or fee and not to make any other monetary assessment against MetaPulse in exchange for this Release and Assignment. You hereby release and forever discharge MetaPulse from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.
8. PROHIBITED ACTIVITY. MetaPulse has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to MetaPulse's reputation; and the violation of the rights of MetaPulse or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You, reasonably deemed “spamming” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to MetaPulse's reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted or authorized by You, including without limitation, postings on any website operated by You or social media or blog which are sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
9. INDEMNITY. You agree to protect, defend, indemnify and hold harmless MetaPulse, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands and causes of action of every kind and character without limit arising out of Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against MetaPulse for liability for payments for, damages caused by, or other liability relating to You.
10. NO WARRANTY; NO LEADS. MetaPulse does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that MetaPulse will not at any time provide sales leads or referrals to You. Additionally, MetaPulse's WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MetaPulse MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY MetaPulse WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. MetaPulse MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY MetaPulse WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY MetaPulse WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY MetaPulse's WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY MetaPulse's WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL MetaPulse's LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED $100. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
12. FORCE MAJEURE. MetaPulse will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of MetaPulse. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. MetaPulse shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
13. ASSIGNMENT. MetaPulse may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned without MetaPulse's or its assigns express written consent.
14. ARBITRATION, GOVERNING LAW AND ATTORNEYS’ FEES.
A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against MetaPulse including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Ada County, Idaho. You agree not to file suit against MetaPulse or any of its affiliates, subsidiaries, officers, directors, employees, successors or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and MetaPulse. In the event that You and MetaPulse are unable to reach agreement on an Arbitrator, You and MetaPulse will each select an arbitrator and the two of them will select the Arbitrator, who must be a resident of Ada County, Idaho. The arbitrators selected by You and MetaPulse will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and MetaPulse and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of NSW, Australia without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under or be in any way related to this Agreement. There is no right or authority for any claim You have against MetaPulse to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public or on behalf of other persons or entities similarly situated. Claims brought against MetaPulse may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents MetaPulse from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction or other relief available to protect MetaPulse's rights prior to, during, or following any arbitration proceeding.
F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or MetaPulse commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
15. ENTIRE AGREEMENT. This Agreement, along with MetaPulse's standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a MetaPulse Partner.
16. MODIFICATION/AMENDMENTS. This Agreement and MetaPulse's standard Terms and Conditions may be modified by MetaPulse at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to Your via MetaPulse Account e-mail or are posted in the Help Center. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by MetaPulse. Your continued use of the Referral Link constitutes Your acceptance to any modifications or amendments to this Agreement.
17. NO WAIVER. No waiver by MetaPulse of any right reserved or granted to MetaPulse under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of MetaPulse.
18. NOTICE. Any notice required to be given to MetaPulse under or related to this Agreement shall be in writing, addressed as follows:
101 Miller Street,
New South Wales, 2060
MetaPulse will send notices to You at the e-mail address You provided to MetaPulse through your user account associated with your MetaPulse Account. Any notices shall be deemed delivered to You when sent by MetaPulse. You are solely responsible for addressing any technical failures related to Your e-mail address or server and for reading any e-mail sent to You.
19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.