1. Approval or Rejection
We reserve the right to approve or reject ANY Affiliate Program Application and/or customer/client in our sole and absolute discretion. You acknowledge and accept as a condition precedent to your application or acceptance as an affiliate that you have no legal recourse against us for the rejection or termination of your Affiliate Program Application, any services of Pure Technology Inc DBA Pure Marketing and/or membership(s). We also reserve the right to approve or reject ANY client’s order for any reason whatsoever in our sole and absolute discretion. You acknowledge and accept as a condition precedent to your purchase with Pure Technology Inc DBA Pure Marketing that you have no legal recourse against us for any rejection and/or termination of services being rendered by Pure Technology Inc DBA Pure Marketing to you, your brand, company, clients, friends, associates, and/or any other descriptive term regarding a human or legal entity.
Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 25 days.
You cannot refer yourself, and you will not receive a commission on your own account. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.
You can, however, process others through your affiliate link and receive commissions on this. So, while your initial order with us cannot be included, you can then process, for example, 10 clients through you as the middle man/woman and receive affiliate pay on all of those orders, either one time, or recurring, depending on what type of service you are ordering for regarding your clients.
All payments will be made directly and automatically to Affiliate via PayPal once per month on the 25th of every month. If there is ever an error in Affiliate payments, please provide proof and we will gladly make things right.
Similarly, however, in the event that Pure Marketing overcompensates an Affiliate in calculating a commission, it reserves the absolute right to a legal claim for said inadvertent overpayment, and further, to deduction of same from future commission payments.
Your Affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
Spamming (mass email, mass newsgroup posting, etc.).
Advertising on sites containing or promoting illegal activities.
Failure to disclose the Affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
Violation of intellectual property rights. Pure Marketing reserves the right to require license agreements from those who employ trademarks of Pure Marketing in order to protect our intellectual property rights.
Offering rebates, coupons, or any other form of promised kickbacks from your Affiliate commission as an incentive. Adding bonuses or bundling other products with Pure Marketing Services, however, is acceptable.
Self-referrals, fraudulent transactions, and/or suspected Affiliate fraud.
In addition to the foregoing, Pure Marketing reserves the right to terminate any Affiliate and/or Client account at any time, for any violations of this Agreement or for no or any reason whatsoever.
Additionally, in opting for a termination, Pure Marketing shall be deemed the sole and unilateral arbiter of whether any of the prohibited cited activities have taken place.
4. Affiliate Links
First, an “Affiliate” is defined within this agreement as any persons or company who is selling the products or services of Pure Marketing but who also is not an employee of Pure Marketing. Further Affiliate definition can be found in our Confidentiality Agreement in section 16. Anyone within the company (Pure Marketing), who has an Affiliate link is simply earning commissions on sales. This Affiliate relationship is generally defined as “affiliate marketing.” Affiliates will promote Pure Marketing’s products/services in their own marketing efforts, like social media, websites, email lists, blogs, or any other marketing channels chosen, including but not limited to offline marketing and advertising material which can be pre-approved by Pure Marketing.
When a customer clicks on a link to order a product, they are taken to Pure Marketing’s shopping cart to complete the transaction.
The link is assigned to you specifically and tracked so that you get credit for any customer you send to your affiliate partner.
If the prospect buys, you get a commission, starting at 10% and capping at 25%.
Amazon affiliates are called “Amazon Associates.” The associates sell on Amazon’s website, and Amazon takes a percentage of the sale price for its fee.
In broadcasting, local TV stations are affiliates of a national network. These local stations are locally owned, but they use network content and advertising.
You may use graphics and text links both on your website and within your email messages. You may also advertise the Pure Marketing site in online and offline classified ads, magazines and newspapers.
You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined in Condition 3. You may NOT develop business cards that say you work for Pure Marketing, unless express consent has been given by Pure Marketing. You may apply to our Flight Club mentee program to learn more about how to grow your business and IF approved you may be given the right to represent Pure Marketing beyond this simple affiliate agreement in a more robust fashion.
As an authorized member or Affiliate (Affiliate) of Pure Marketing (Pure Marketing Growth), you agree to abide by the terms and conditions contained in this Agreement (Agreement). Please read the entire Agreement carefully before registering for one of our Growth Plans or promoting Pure Marketing as an Affiliate.
Your participation in the Program is solely to legally advertise our website to receive a commission on memberships and products purchased by individuals referred to Pure Marketing by your own website or personal referrals.
By signing up for the Pure Marketing Growth or Affiliate Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.
5. Coupon and Deal Sites
Pure Marketing occasionally offers coupons to select Affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of our products in relation to a deal or coupon:
Affiliates may not use misleading text on Affiliate links, buttons or images to imply anything besides currently authorized deals to the specific Affiliate.
Affiliates may not bid on Pure Marketing Coupons, Pure Marketing Discounts or other offers implying coupons are available.
Affiliates may not generate pop-ups, pop-, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
User must be able to see coupon/deal/savings information and details before an Affiliate cookie is set ( “click here to see coupons and open a window to merchant site” is NOT allowed).
Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
6. Pay Per Click (PPC) Policy
PPC bidding is NOT allowed without prior written permission.
Pure Marketing will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Affiliate tracking failures, loss of database files or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by Pure Marketing. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
By purchasing a service from Pure Marketing, you are hereby acknowledging that you understand and accept the risks associated with having a third-party manage your social media profile. You hereby agree to release Pure Marketing of any liability in the event your social media account is restricted, banned or disabled for using any third-party applications.
Pure Marketing promises to always handle our clients account(s) with the utmost care and treat them as one of our own. We will never intentionally do anything to put your account in jeopardy. We truly value our client accounts.
8. Agreement Inception
The Agreement herein as between Pure Marketing and Clients and/or Affiliates shall be deemed to go into effect upon Pure Marketing’s acceptance of the affiliation applicant or client into the program and/or any purchase on Puremarketing.ai by any client for any service offered by Pure Technology Inc DBA Pure Marketing.
Its effect and applicability will be deemed to end prospectively when the Client and/or Affiliate account is terminated, or closed by Pure Technology Inc DBA Pure Marketing, and only Pure Technology Inc DBA Pure Marketing. Clients and/or Affiliates have no right to terminate this agreement and its clauses. They only retain the right to discontinue future payments but not to end the agreement.
The terms and conditions of this agreement may be modified by Pure Marketing at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your account. Your continuing participation in the Program will constitute your acceptance of any change. All intellectual property rights for the Pure Marketing Logo and/or any content created by Pure Marketing for the express reason of marketing or for any other purpose remain the sole ownership of Pure Pure Marketing agrees to email Clients and/or Affiliates regarding any Agreement revisions, or alternatively, any revised Agreement, upon the event of any changes thereto.
The Client and/or Affiliate will be deemed to be subject to the revisions and/or revised Agreement upon the electronic receipt thereof.
Affiliates and/or Clients shall indemnify and hold harmless Pure Technology Inc DBA Pure Marketing and/or its Affiliate and/or subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Pure Marketing to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, decrease of brand image, follower or social media engagement drops and/or decrease of social media reach and/or stats of any kind, losses and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement and/or any services provided by and/or retained by Clients via the Pure Marketing website, and/or any other mechanism of execution and/or of payment. Payments include but are not limited to: payments processed via PayPal, Stripe, Venmo, , Square, Zelle, Wire Transfer, BrainTree, and/or any other payment processing services in the future at the sole discretion of Pure Technology Inc DBA Pure Marketing. Platforms include but are not limited to: Puremarketing.ai and all subordinate pages, any and all emails pertaining to puremarketing.ai and/or Telegram, WhatsApp, Messenger, WeChat, Zoom, Skype, Zello, Free Conference Call, Google Voice, Viber, Google Hangouts, Kik, , Google Meet, , Instagram, Facebook, Tik Tok, Twitter, Pinterest, LinkedIn, , Twitch, Tumblr, YouTube, Spotify, Reddit, , DocuSign, Text Message (iMessage/iPhone and/or Android), phone calls from anyone within Pure Technology Inc DBA Pure Marketing whether an employee or an independent contractor, etc.
This indemnification holds firm specifically when due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate and/or Clients.
All affiliates agree that they are not employees of Pure Marketing and never rendered services directly to Pure Marketing in any way at all. No affiliate was ever hired by Pure Marketing, nor rendered any employment contract. Pure Marketing is not affiliated with our affiliates in so much as their use of our branding is at their discretion and while we condone their using it, we do not endorse how they may use it anywhere in the world. Affiliates retain the sole responsibility of all monies paid to them via Pure Marketing’s affiliate program. According to U.S. Law anything over $600 within a fiscal year must be reported to the United States Government and we will abide by and report all earnings accordingly. Pure Marketing will report all earnings to affiliates via 1099 to the U.S. government but will not be held liable for any legal matters which may arise regarding the monies paid to any and all affiliates. Pure Marketing will not be held liable for any money paid to affiliates or what affiliates do with monies earned as an independent contractor via Pure Marketing. Affiliates have absolutely zero relationship with Pure Marketing with regards to employment within the corporation that is Pure Marketing.
By utilizing any and all of Pure Marketing services including affiliate programs, educational and entertainment-based material, and/or affiliate links or materials, consumers and affiliates agree to be held and bound by all information contained within these terms and conditions page. The previous clause is to be held without exception or prejudice to any person, or municipality in the entirety of the world. If you do not agree to these please write us at firstname.lastname@example.org and we will help you to exit all our systems. By opting out of this agreement you are forfeiting all future affiliate pay and/or rights to use any services offered or material produced by Pure Marketing, and also release Pure Marketing of the responsibility for any and all past, present, or future communication and/or correspondence.
In furtherance of this Article 9., the Affiliate acknowledges that if he/she is a domiciliary of the United States or a United States Citizen domiciled outside the United State, he/she will be required to provide his/her Social Security Number or alternative Federal Taxpayer Identifying Reference Number to Pure Marketing as a condition precedent to receiving earned compensation exceeding $600. Moreover, and in conjunction herewith, all Affiliates will be required to provide Pure Marketing their legal residential address.
10. Governing Law, Jurisdiction and Attorney Fees
This Agreement shall be governed by and construed in accordance with the laws of the United States via the State of New Jersey. Any dispute arising under or related in any way to this Agreement and/or payments for any services offered by Pure Technology Inc DBA Pure Marketing, online or offline, shall be adjudicated exclusively in the city courts located in the State of New Jersey, specifically Hudson County, and more specifically Jersey City, NJ, Newark, NJ, or other locations in NJ specifically outlined by Claimant/Plaintiff, unless the Claimant/Plaintiff would otherwise have available United States Federal Diversity Jurisdiction in the dispute, in which case such Plaintiff agrees that the Venue to bring such U.S. Federal Action in the United States District Court for the District of New Jersey.
Affiliates and/or Clients hereby expressly waive their use and availability of any and all other venues, whether Federal or State-Based for the purpose of dispute resolution related to this Agreement.
11. Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in ALL Pure Marketing Products & Services whether social media, website, SEO, or any other digital marketing related and/or any other service listed on Puremarketing.ai, or any products and services that Puremarketing.ai may list in the future, plus any and all Affiliate programs. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing sending any payment to Pure Marketing or completing any of our application processes. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. Examples of payments that constitute an agreement include but are not limited to: PayPal, Stripe, Square, , Venmo, Zelle, Bank Wire Transfers, Western Union, MoneyGram, Braintree, , etc. Application processes which constitute an agreement include but are not limited to: affiliate sign up, the form prior to purchasing any service, the form after purchasing any service, any form filled out via email, the cloud, and/or any form that requires Clients and/or Affiliates to provide any information to Pure Technology Inc DBA Pure Marketing for any reason.
By signing up for anything offered by Pure Technology Inc DBA Pure Marketing, on or off its website, you indicate your acceptance of this Agreement and its full and complete terms and conditions.
12. Refund Policy
Our Refund Policy for some of our digital products grants a Claim Period. If 30 days have gone by since a purchase of said qualifying digital products, Pure Marketing will not offer you a refund or exchange for said purchases with the expired Claim Period. For service packages that were purchased, we do not offer a refund once our systems have already started delivering on the service. Many of the services offered by Pure Technology Inc DBA Pure Marketing are recurring subscription-based models. All clients have been made aware of this due to the nature of the process via PayPal. First, they are checking out on the website where it clearly states “monthly”. Second, they are taken to the portal via PayPal where it clearly outlines this is a subscription-based service. If the user clicks to they have in effect stated they understand this is an automatically billed service and can have no claim of ignorance regarding any future payment processing. Likewise, client may cancel their recurring subscription at any time either through their member dashboard on Puremarketing.ai or directly via PayPal.
The digital products on which Pure Marketing does not offer a Refund Policy are the following:
Social Media Branding Kits,
Social Media Management,
Social Media Management & Growth,
All Power Services (Power Likes, Power Views, Power Saves, Power Comments)
Product Photography & Videography,
Photo & Video Editing,
Strategy & Consulting,
Press Release & Distribution,
Spotify Monthly Listeners,
Spotify Playlist Placement – unless song is rejected by all curators in which case a refund could be processed at the sole discretion of PR LLC.
In essence, there will be no refunds for any of the preceding products unless Pure Technology Inc DBA Pure Marketing deems otherwise.
All products below will be reviewed at the sole discretion of Pure Technology Inc DBA Pure Marketing and if we decide we haven’t lived up to our end of the agreement we may issue a partial or full refund.
Shout Out Growth,
Rocket Fuel Growth,
Black Label Instagram Growth,
If requested for, Press Writing & Article Placement may be outlined in specific agreements, otherwise these are deemed non-refundable upon the acceptance of press drafts written by Pure Technology Inc DBA Pure Marketing. The reason is that after this Pure Marketing must pay the publications for submissions of the approved drafts and will no longer be able to fully refund clients without incurring a substantial loss.
Any and all future services will be deemed non-refundable unless Pure Marketing decides otherwise.
Notwithstanding the foregoing, Pure Marketing agrees that with respect to the very first month only of duration of some Instagram Growth Plans, if we do not provide a service up to your standards, we may provide a full refund.
In addition, if the Client and/or Affiliate may opt out of any recurring services at any time by sending an email on or before the 20th day of their respective month ( period), whereupon our Agreement with said Client and/or Affiliate will be deemed terminated as of the end of the Notice Month, without prejudice to the Client and/or Affiliate re-entering the applicable Program at a future date before the start of a new month of work. Pure Marketing agrees that in such event, it will digitally remove the Client and/or Affiliate from the applicable Program until future contractual re-engagement with said Client and/or Affiliate.
Any Opt-Out/Termination notice sent on or after the 21st of any month ( period) will affect a termination effective on the first day of the second month following the Notice. Hence, if such Notice is sent to Pure Marketing, as an example, between the 21st and the 31st of July, it will take effect on September 1st immediately following the Notice.
Pure Marketing only provides real services for its clients. Real by definition meaning actual real people who run a social media account in any capacity they so well choose. Therefore, any and all actions on your social media account(s) on any and all platforms that Pure Marketing provides services for which are determined to be fake, whether likes, views, plays, subs, followers, shares, saves, and/or any other type of engagement will completely nullify your opportunity for any potential refund via Pure Marketing. The reason for this is by adding fake stats to your social media we are no longer able to provide any sort of guarantee that our service can even work for you and/or will not be held liable for trying to wade through the fake stats you are obtaining elsewhere. Therefore, if Pure Marketing ever identifies fake stats for any and/or all of your social media profiles your right to any potential refund has been rescinded and we will not be held liable for your funds spent with us. By buying fake stats you have in essence decided that you do not care about your account and/or the money you have spent with Pure Technology Inc DBA Pure Marketing.
If Client and/or Affiliate has opted into this agreement by way of anything outlined in Section 11 “Electronic Signatures Effective”, they have waived their right to any refunds on any products and/or services for any reason whatsoever unless Pure Technology Inc DBA Pure Marketing deems otherwise. If Client and/or Affiliate does not abide by these terms with regards to filing for refunds with any payment processor and/or disputing payments with their credit card or bank afterward, Pure Technology Inc DBA Pure Marketing retains the right to file suit against Client and/or Affiliate for breach of contract, monies spent, damages incurred, work product, services rendered, time spent, brand reputation with payment processing partners, and universal brand reputation encompassing all partners, clients past, present and future, employees, independent contractors, and/or anyone the Pure brands has ever or will ever touch. Pure Technology Inc DBA Pure Marketing retains the right to file this suit in the court of law and shall be adjudicated exclusively in the city courts located in the State of New Jersey, specifically Hudson County, and more specifically Jersey City, NJ, Newark, NJ, or other locations in NJ specifically outlined by Claimant/Plaintiff, and will do so at the sole discretion of Pure Technology Inc DBA Pure Marketing. In short, requesting a refund on any and/or all product(s) and/or service(s) which do not provide for a refund is a breach of this agreement, which the Client and/or Affiliate explicitly agreed to on the initial purchase of whatever product(s) and/or service(s) Client and/or Affiliate is disputing.
ALL-ENCOMPASSING Force Majeure. Neither the Company (Pure Technology Inc DBA Pure Marketing), nor Clients, Partners, Influencers, , shall be liable for any default, delay or lapse occurring due to events beyond their control including but not limited to, pandemics, epidemics, riots, strikes, theft, war, terrorism, or acts of God and/or nature, or any other force that may be determined to cause significant or unexpected interruptions to normal operations. This applies to all services sold via Pure Technology Inc DBA Pure Marketing with or without contracts and agreements. In the event, one of these events has occurred, The Company expects Clients, Partners, Influencers, , to be fully understanding and allow for a reasonable time frame before asking for any resolutions if any can be made.
VERIFICATION REFUND POLICY
With regards to verification services, in the event that Company (Pure Technology Inc DBA Pure Marketing) is not able to obtain verification for Buyer (YOU), Company shall refund all prior payments associated with Verification Submission within fifteen (15) days after ninety (90) days has surpassed from the date of submission to Instagram. Since we must submit to Instagram and all submissions remain open for up to 90 days we cannot refund until they close the case or of course if they verify you, then no refund would be needed. Any attempt for a refund prior to 90 days of submission to Instagram by Pure Technology Inc DBA Pure Marketing shall be deemed a breach of contract and will nullify 100% money-back guarantee. The only exception is if you have paid for an expedited version of this process which we will guarantee in 30 days or less or your money back!
Account Evaluation. At no cost or expense to Buyer, Company shall furnish Buyer with account analysis, which shall include, but not be limited to, where they currently stand regarding verification plausibility, what it would take to become verifiable, and the costs associated with those actions.
Delivery. Delivery of the services to Buyer by Company, at Company’s sole cost and expense, shall be made within three (3) days after publications are made live for press, Wikipedia and/or google panels are made live (if opted for), and then again after verification is submitted, confirmed, and/or any other further submissions to press. podcasts, etc.
Services Warranty. The warranty period shall commence upon acceptance of the services, and shall run till 90 days past the submission to Instagram for verification.
Specifically for verification: Jurisdiction. This Agreement shall be solely and exclusively governed by and construed in accordance with the laws of the state of New Jersey, United States of America, as applicable to contracts to be performed entirely within the State of New Jersey and without regard to its conflicts of law principles. All judicial proceedings to be brought with respect to the Agreement or any other dispute between the Parties hereto shall be brought solely and exclusively in any state or federal court located in the state of New Jersey (the “Court”) and by execution and delivery of this Agreement, the Parties hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-convenient) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court.
The Client and/or Affiliate is hereby apprised that Pure Marketing will collect Data from users of our website at www.puremarketing.ai (the “Main Site, and from all future added Websites and Areas”), for the Pure Marketing Growth services that enables users to grow their Instagram & Twitter accounts through our systems.
What information does Pure Marketing collect?
All of the information provided by the Client and/or Affiliate on our Site and Services, including but not limited to the following and as follows:
Registration Information: When you create Pure Marketing account, we ask you to provide an email address that will be used as your login. In addition, when you create Pure Marketing account we ask you to select a “Master Password.” That Master Password will give you access to the Pure Marketing website and to your potential Affiliate area. This Master Password is not known to Pure Marketing and is not stored in any digital form unless you explicitly ask us to do so. When you enable specific services like our Power Likes, Growth Service or Comment Services, we may collect additional information that you knowingly provide, including highly sensitive information like names, addresses, phone numbers, identity information, credit card information, passwords and receipts for online transactions, .
Instagram Username and Password: In order to use the SOME of the Pure Marketing services we will need access to your Instagram account in order to add your account into our network groups and for our team to be able to engage with your perfect target audience using our systems.
Billing Information: When you pay for certain services (for example, Growth Services) we will collect all information necessary to complete the transaction, including your name and billing address. Other billing information necessary to complete the transaction, like your credit card information, is collected by our payment processor, but is not made available to Pure Marketing.
Anonymous Usage Information: During your use of our Services, we automatically collect certain information and technical data about the use of our Services. This information is anonymized, and we cannot link this anonymized usage information with a person.
Feedback: If you provide us feedback or send us an email, we will collect your email address as well as the content of your email in order to communicate with you and send you a reply.
Miscellaneous Information: We also collect other types of information where: (a) you provide it to us voluntarily, for example, if you contact us regarding support for the Services or (b) in the manner disclosed by us at the time that such information is being collected.
Content Control & Ownership: Clients and/or Affiliates unless otherwise asked for, are granting Pure Marketing any and all rights to utilize their accounts for marketing material for up to 12 months after final work done on an account/accounts/profile/profiles, and/or any website or other digital service/work provided by Pure Marketing. Clients and/or Affiliates may opt out of his simply by writing to email@example.com and requesting not to be utilized in our marketing efforts. In all other instances, if a and/or Affiliate provides Pure Marketing with their account it is to be assumed that they are granting Pure Marketing a license to use the content with regards to marketing & advertising in any way that Pure Marketing deems necessary and/or appropriate. In addition, in some instances decided upon by Pure Marketing, The Company will have the license to republish and/or even sell your content in public, private, and/or anywhere else necessary and/or appropriate as deemed so by Pure Marketing. This may be done on behalf of you, the Client and/or Affiliate, and/or on behalf of Pure Marketing.
14. Result & Payment Disclaimer
No representations, testimonials or endorsements on this web site constitute a guarantee or prediction of any Growth or Virality. Your growth depends on a couple of factors, such as which targets you’ve selected, how attractive your content is to new visitors, consistency of content posting, hashtags used, and/or a combination of which niche your account represents.
For Pure Marketing accounts, we will send you a receipt via our dashboard on a monthly basis based on the terms and conditions agreed upon. You must provide a PayPal Authorization or a valid credit card to pay for Services. You authorize Pure Marketing to charge your PayPal Account or the card for the recurring subscription. In doing so, you give us permission to enable payment processing firms (Stripe, PayPal, or whomever we choose in the future that you accept to pay through) to process your submitted payment. Subscriptions are cancellable at any time but cannot be refunded. Your obligation to pay fees exists until you cancel your subscription. Pure Marketing does not issue refunds based on results, due to the numerous unmanageable parameters involved in the process of growing your account.
15. Mutual Non-Disclosure and Confidentiality
This Mutual Non-Disclosure Agreement (hereinafter “Agreement”), dated as of THE DAY YOU BEGIN USING ANY AND/OR ALL OF PURE MARKETING’s Services and/or future Products, is entered into between Pure Technology Inc DBA Pure Marketing, a corporation registered under the laws of the State of Delaware in the United States of America, whose business address is 25 Prospect Ave, Montclair, NJ 07042, and YOU THE AFFILIATE and/or CONSUMER.
For purposes of this Agreement, the Party providing Confidential Information (as that term is defined below), and such Party’s Affiliates (as that term is defined below), shall be referred to collectively as the “Disclosing Party” and the Party receiving the Confidential Information, and such Party’s Affiliates, shall be referred to collectively as the “Receiving Party”. When referred to individually without regard to Disclosing Party or Receiving Party, the term “Party” shall be used; when referred to collectively without regard to Disclosing Party or Receiving Party, the term “Parties” shall be used.
The Parties hereto agree as follows:
Business Purpose. This Agreement is entered into in order for each Party to obtain from the other Confidential Information for the sole purpose of permitting the Parties to explore a potential business opportunity, transaction or relationship involving the Parties (“Business Purpose”). In connection with the exploration of such potential opportunity, transaction or relationship, each Party may disclose to the other certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential.
Confidential Information. As used herein, “Confidential Information” shall mean any and all information provided, furnished or disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in whatever form or medium (in writing, orally, or by inspection of tangible objects), which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Such Confidential Information shall include, without limitation, such Disclosing Party’s intellectual property, clients, customer lists, business contacts, business plans, business documents, business policies, procedures, techniques, know-how, standards, products, prototypes, product samples, software, source or object code, product or service specifications, manuals, agreements, economic and financial information, marketing plans, data, reports, market research, analyses, compilations, statistics, summaries, studies, customer proprietary network information as defined in 47 U.S.C. 222, and any other materials or information, or any materials based thereon, whether written or oral, furnished directly or indirectly by a Disclosing Party or any of such Disclosing Party’s directors, officers, employees, agents, attorneys, accountants, advisors and other representatives (collectively, the “Representatives”). Any technical or business information of a third person furnished or disclosed by the Disclosing Party to the Receiving Party shall be deemed “Confidential Information” of the Disclosing Party and shall be subject to the terms of this Agreement. The term “Confidential Information” shall not include information which: () was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach of this Agreement; (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives that is not bound by a confidentiality or similar agreement prohibiting the disclosure thereof; (iv) is within the Receiving Party’s possession prior to being furnished, provided the Receiving Party can establish with appropriate documentation that the same or substantially similar data or information was already in the Receiving Party’s possession at time of disclosure by the Disclosing Party; (v) has been independently developed by the Receiving Party, provided the Receiving Party can establish with appropriate documentation that the same or substantially similar data or information was developed by the Receiving Party without reference to, use of, or reliance upon the data or information disclosed by the Disclosing Party; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure, if permitted by law, and assistance in obtaining an order protecting the information from public disclosure.
Affiliates. As used herein, and throughout this entire terms & conditions, “Affiliates” shall mean, with respect to any person, entity, or enterprise, any other person, entity, or enterprise that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such person, entity, or enterprise. “Control” (including the correlative terms “Controls”, “Controlled by”, and “under common Control with”) shall mean, with respect to any person, entity, or enterprise, the power, directly or indirectly, either to () vote a majority of the voting shares or other voting interests in such person, entity, or enterprise for the election of directors or other governing body of such person, entity, or enterprise; or (ii) direct or cause the direction of the management and policies of such person, entity, or enterprise, whether through the ownership of voting securities, by contract, or otherwise.
Non-use and Non-disclosure. During the term of this Agreement, as specified in Paragraph 11 (the “Term”), the Receiving Party and its Representatives shall keep Confidential Information confidential and shall not, without the Disclosing Party’s prior written consent, disclose any of the Confidential Information in any manner whatsoever, in whole or in part. The Receiving Party agrees to reveal the Confidential Information only to Representatives with a business need to know, who are informed by the Receiving Party of the confidential nature of the Confidential Information, and who agree to act in accordance with the terms and conditions of this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s Representatives, except to those Representatives of the Receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the business relationship contemplated by this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Each Party agrees not to use or benefit from or seek to benefit from any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Business Purpose. Neither Party shall reverse engineer, disassemble, decompile or reduce to a human perceivable form any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder. Without the Disclosing Party’s prior written consent, the Receiving Party shall not disclose to any person, entity, or enterprise the fact that the Confidential Information has been made available, the existence of discussions concerning a possible transaction or business relationship involving the Parties or any of the terms, conditions, or other facts with respect to any such possible transaction, including, without limitation, the status thereof. The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by the Disclosing Party of such Confidential Information against any and all Representatives and Affiliates of the Receiving Party who are recipients of such Confidential Information.
The Receiving Party acknowledges the competitive value and confidential nature of the Confidential Information and that disclosure thereof to any third party could be competitively harmful to the Disclosing Party. In the event that the Receiving Party or any party to whom it transmits the Confidential Information in accordance with the terms and conditions of this Agreement becomes legally compelled to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.
Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized access to and/or use of the Confidential Information of the other Party among its Representatives and Affiliates. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its Representatives and Affiliates who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content and substance similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives and Affiliates. Neither Party shall make any copies of the Confidential Information of the other Party unless and until such duplication is previously approved in writing by the other Party. Each Party shall reproduce the other Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
No Obligation. Except for the obligations set forth herein, no obligation of any kind is assumed or implied against either Party by virtue of the disclosure of Confidential Information, or by the meetings and conversations between the Parties with respect to the subject matter hereof or with respect to whatever Confidential Information is exchanged. This Agreement imposes no obligation on the Parties to exchange Confidential Information or to purchase, sell, license transfer or otherwise make use of any technology, services or products. Each Party acknowledges that this Agreement and any meetings and communications of the Parties shall not constitute an offer, request, or contract with the other to engage in any research, development, or other work, nor constitute an offer, request, or contract involving a business transaction or business relationship between the Parties. Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Business Purpose. Notwithstanding anything else to the contrary, this Agreement shall not be construed to impair or restrict either Party’s or any of its Affiliates’ right to develop, provide, use, acquire, procure, sell, or market, jointly or individually, mobile communication products or services, now or in the future, or enter into any agreement, contract, relationship, partnership, or joint venture with another party regarding the development, provision, use, acquisition, procurement, sale, or marketing of mobile communication products or services in any manner whatsoever.
No Warranty. The parties expressly acknowledge and agree that Confidential Information is provided “AS IS.” EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE ACCURACY, COMPLETENESS, RELIABILITY OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND .
Return of Materials. Within a reasonable time after the Disclosing Party’s written request at any time during the Term, the Receiving Party shall promptly redeliver all material containing or reflecting any information contained in the Confidential Information and will not retain any copies, extracts, or other reproductions in whole or in part of such written material. All documents, memoranda, notes, or other writings whatsoever based on the information contained in the Confidential Information shall be returned or destroyed, and such return or destruction shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising the return or destruction. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the Disclosing Party.
No License. Nothing herein is intended to grant nor shall be construed as granting any right or license under any inventions, patents, trademarks, trade names, trade secrets, know-how, mask work right or copyright or any other property right, now or hereafter owned or controlled by the Disclosing Party. Nor shall this Agreement grant any Party any rights in or to the Confidential Information of the other Party except as expressly set forth herein. The Receiving Party acknowledges and agrees that it will use the Confidential Information solely for the Business Purpose contemplated by this Agreement or any agreement hereafter entered into by and between them and for no other purposes of any kind whatsoever.
No Intellectual Property Rights. Neither Party acquires any intellectual property rights under this Agreement or through any disclosure hereunder, with the exception of the limited right to use such Confidential Information in accordance with this Agreement.
Term. The term of this Agreement shall begin on the date any Affiliate or Consumer begins utilizing any and/or all of Pure Marketing’s products, services and/or content/resources. This Agreement will continue indefinitely and/or until the later of (a) three (3) years after the cessation of any use or consumption of any and/or all Pure Marketing products, services, and/or content/resources, or (b) three (3) years after a specific date of termination of any other agreement made by and between the parties.
Remedies. The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the competitive damage to the Disclosing Party that would result if information contained therein were to be disclosed to any third party or used for any purpose not contemplated or intended under this Agreement, money damages would not be sufficient remedy for any breach of this Agreement by the Receiving Party, and that, in addition to all other legal rights and legal remedies, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. And the Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection therewith.
Scope of the Agreement. Due to the valuable and proprietary nature of the Confidential information disclosed, the obligations assumed by the Parties hereunder shall: (a) not be limited to specific territory; or, (b) if it is held by a court of competent jurisdiction that this provision, (a), is illegal, invalid or unenforceable, this Agreement shall apply only within those territories within which the Disclosing Party then carries on business.
Prior Relationships. If either Party has already established a previous relationship with the parties to a transaction or the contact introduced in the specific transaction, the Party with the previous relationship or transaction will immediately notify the other Party by email or fax, outlining the prior relationship. And, in that specific case, the Party with the previous relationship or transaction will be exempt from the non-circumvention clause of this Agreement. Established previous relationships are those which:
at the time of disclosure is readily known or available to the trade or the public;
which can be established by documented and competent evidence, which evidence was
in the possession of the Party claiming the prior prior to the date of disclosure of such information; or
any information which the Receiving Party is by law required to disclose by law.
The other Party reserves its abilities and rights to dispute the existence of prior relationships. The Parties agree that this Agreement shall not be construed to impede the development of normal
day-to-day business relationships regardless of the existence of a pre-existing relationship on the part of either Party, such as other direct sellers, including, but not limited to, lenders and other mortgage brokers.
Jurisdiction. This Agreement shall be solely and exclusively governed by and construed in accordance with the laws of the state of New Jersey, United States of America, as applicable to contracts to be performed entirely within the State of New Jersey and without regard to its conflicts of law principles. All judicial proceedings to be brought with respect to the Agreement or any other dispute between the Parties hereto shall be brought solely and exclusively in any state or federal court located in the state of New Jersey (the “Court”) and by execution and delivery of this Agreement, the Parties hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-convenient) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court.
Adherence to Applicable Laws and Regulations. A Receiving Party will adhere to all applicable laws and regulations governing such Party’s conduct in connection with this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act, and any laws or regulations of the U.S. Department of Commerce Bureau of Industry and Security and will not export or re-export any technical data or products received from the Disclosing Party, or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. government.
No Assignment. Neither Party shall have the right to assign this Agreement, in whole or in part, without the prior written consent of the other Party, such consent no