READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING
THE "I ACCEPT" BUTTON OR AGREEING TO HAVE TRI-VISION GLOBAL PROVIDE SERVICE.
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS
AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU Subscriber, Company Client,
Customer, here in referred to as ("Subscriber") ACKNOWLEDGE AND AGREE TO BE
BOUND BY THE PROVISIONS OF THIS AGREEMENT FOR THE USE OF THE TRI-VISION
GLOBAL SERVICES ("Services") PROVIDED BY TRI-VISION GLOBAL, INC., TRIVISIONGLOBAL.COM, HERE IN REFERRED TO AS ("TVG").
IF SUBSCRIBER IS NOT WILLING TO BE BOUND BY
THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUBSCRIBER SHOULD PROMPTLY EXIT
FROM THIS WEBSITE AND REFRAIN FROM USING ITS PRODUCTS & SERVICES. BY USING
OR ACCESSING THE WEBSITE & SERVICES SUBSCRIBER AGREES TO BE BOUND BY THE
FOLLOWING TERMS AND CONDITIONS.
IF SUBSCRIBER HAS NOT REACHED LEGAL AGE OF MAJORITY, OR IS OTHERWISE NOT
PERMITTED BY LAW TO BE A PARTY TO THIS AGREEMENT, SUBSCRIBER ACKNOWLEDGES
THAT TRI-VISION GLOBAL IS PROVIDING THE SERVICE WITH THE IMPLICIT
UNDERSTANDING THAT SUBSCRIBER'S LEGAL GUARDIAN IS NOT OPPOSED TO
SUBSCRIBER'S USE OF THE SERVICE.
TVG RESERVES THE RIGHT TO DISCONTINUE
SERVICES IN THE EVENT SUBSCRIBER DOES NOT OTHERWISE COMPLY WITH THE TERMS
AND CONDITIONS CONTAINED HEREIN.
IN RESPONSE TO THE CHILDREN'S ONLINE PRIVACY
PROTECTION ACT ("COPPA") WE REQUIRE THAT SUBSCRIBER BE AT LEAST 13 YEARS OLD
TO USE TVG'S SERVICES.
1. GRANT OF RIGHTS TO USE SERVICES.
Effective upon acceptance of this Agreement, TVG hereby grants to Subscriber
a personal, nonexclusive, nontransferable, revocable license to access and
use the Services (as defined below), for Subscriber's commercial and
non-commercial use.
Subscriber shall have no right to sell, resell, reproduce, duplicate, copy,
distribute, create derivative works or exploit for commercial purposes, any
portion of the Services, access to the Services, or use of the Services nor
make any claim that it does have such right.
The services provided by TVG hereunder may allow Subscriber to perform
various online messaging and communications functions (collectively, the
"Services"). Unless explicitly stated otherwise, any new features provided
by TVG that augment or enhance the current Services shall also constitute
"Services" and shall be subject to these terms and conditions.
Subscriber is solely responsible for obtaining all equipment and approvals
necessary for connection to the World Wide Web and all charges associated
with such connection, including but not limited to obtaining a PC and modem
or other access device, having access to the World Wide Web and phone
service charges.
2. TVG'S PROPRIETARY RIGHTS.
As between the parties, TVG shall retain all right, title and interest to
the Services including all copyrights, trademarks, patents and all other
intellectual property rights thereto, including without limitation with
respect to all technology, websites, hosting, and telephone numbers used in
connection with or provided as part of the Services.
Subscriber may not, nor allow any third party to, copy, distribute, sell,
disclose, lend, transfer, convey, modify, decompile, disassemble or reverse
engineer the Services for any purpose whatsoever. Subscriber may not allow
any third party to access the Services for any purpose whatsoever.
The copyright notices and other proprietary legends shall not be removed
from the Services and no right to use any trademark is granted under this
Agreement.
Subscriber may not grant any sublicense, lease or other right in the
Services to any third party. All rights not expressly granted under this
Agreement are retained by TVG.
3. SUBSCRIBER REGISTRATION.
Subscriber agrees to provide true, accurate, current and complete data to
TVG upon signing up for the Services and at subsequent times as requested by
TVG.
If Subscriber provides data that is, or that TVG suspects to be, false,
inaccurate, not current or incomplete, TVG has the right to suspend or
terminate Services and refuse any and all current or future use of all
Services, or any portion thereof.
Subscriber acknowledges that TVG may distribute the registration data to
third parties, provided, however, Subscriber's name, address (home and
email) and telephone number will not be distributed, unless required by law,
or in the event Subscriber grants TVG the right to provide that information.
Subscriber shall maintain and promptly update the registration data as
applicable, including, but not limited to,
Change in address
Change in credit card account status (e.g., closed account, maximum credit
use)
Change in expiration date of credit card account
Upon completion of all registration information and acceptance of this
Agreement, Subscriber will receive a password, user ID, and when applicable,
a PIN and telephone number(s).
Subscriber is solely responsible for the maintaining the confidentiality of
Subscriber's password and PIN, and will be responsible for all transactions
and activities that occur as a result of Subscriber's disclosure of such
password and/or PIN, whether or not such transactions and/or activities were
authorized by Subscriber.
Subscriber shall not give account information to third parties and shall at
all times be responsible and liable for any transactions or activities that
occur on Subscriber's account.
Subscriber shall immediately notify TVG if any unauthorized use of
Subscriber's account has occurred or of any other breach of security.
4. CONSULTING This Consulting
Agreement (the "Agreement") is entered into the day of hire (by
online purchase or acceptance of invoice) by and between
Tri-Vision Global, Inc., an Corporation, ("Consultant") and Client/Company.
(the "Company").
RECITALS
WHEREAS, the Company is in
need of assistance in the areas of Internet Marketing
Business Process Improvement and Management (BPM), Organizational
Change and
Growth (OCM), Systems and Process Automation (SPM).
WHEREAS, Consultant (TVG) has
agreed to perform Consulting work for the Company in the areas of Internet
Marketing, Business Process Improvement and Management (BPM),
Organizational Change and Growth (OCM), Systems and Process
Automation (SPM) and consulting services and other related activities
as directed by the Company;
NOW, THEREFORE, the parties
hereby agree as follows:
1. Consultant's Services.
Consultant shall be available and shall provide to the Company professional
consulting services in the area of Internet marketing (social media, social
networking, VSEO, SEO, internet and viral marketing), Business Process
Improvement and Management (BPM), Organizational Change and Growth (OCM),
Systems and Process Automation (SPM) ("Consulting services") as
requested.
2. Consideration.
A. RATE. In consideration
for the Consulting Services to be performed by Consultant under this
Agreement, the Company will pay Consultant at the rate of $150.00 per
hour for time spent on scheduled Consulting Services in increments of one
hour, and in increments of four (4) hours for time spent on unscheduled
Consulting Services.
Consultant shall submit
written invoices on the first day of each week, of the time spent performing
Consulting Services, itemizing in reasonable detail the dates on which
services were performed, the number of hours spent on such dates and a brief
description of the services rendered. The Company shall pay Consultant the
amounts due pursuant to submitted reports within 7 days after such reports
are received by the Company.
For all Consulting services rendered in which the Consultant must fly to the
desired location
of the Company, Company will pay Consultant at the rate of $200 for time
spent on location for
scheduled Consulting Services in increments of 8 hours minimum, per day,
$300 every
hour over eight (8) hours, and in increments of twelve (12) hours for time
spent on unscheduled Consulting Services.
B. EXPENSES. Additionally,
the Company will pay Consultant for the following expenses incurred while
the Agreement between Consultant and the Company exists:
- All travel expenses to
and from all work sites
- Meal expenses;
- Administrative expenses;
- Lodging Expenses if work demands overnight stays; and
- Miscellaneous travel-related expenses (parking and tolls.
Consultant shall submit
written documentation and receipts where available itemizing the dates on
which expenses were incurred. The Company shall pay Consultant the amounts
due pursuant to submitted reports within 7 days after a report is received
by the company.
C. LOST TIME. Additionally,
the Company agrees to pay Consultant for time lost due to time lost through
fault of the Company such as the Company’s inability to provide information,
data or any other resources needed to accomplish scheduled tasks within 48
hours from the time requested unless previously discussed due to scheduling
or other pre communicated conditions, and scheduled appointment time not
met.
D.
SCOPE CRAWL. Scope crawl is defined as "work being done outside
the scope of the original project being hired to accomplish either in time
frames of deliverables or in tasks added to the original project scope."
Scope crawl is billed at 1 and 1/2 times the consulting rate or determined
by the size and scope of the crawl and shall be billed to and paid by the
Company/Client prior to the new project beginning.
3. Independent Contractor.
Nothing herein shall be construed to create an employer employee
relationship between the Company and Consultant. Consultant is an
independent contractor and not an employee of the Company or any of its
subsidiaries or affiliates. The consideration set forth in Section 2 shall
be the sole consideration due Consultant for the services rendered
hereunder. It is understood that the Company will not withhold any amounts
for payment of taxes from the compensation of Consultant hereunder.
Consultant will not represent to be or hold herself out as an employee of
the Company.
4. Confidentiality. In the
course of performing Consulting Services, the parties recognize that
Consultant may come in contact with or become familiar with information
which the Company or its subsidiaries or affiliates may consider
confidential. This information may include, but is not limited to,
information pertaining to the Company business systems and processes, which
information may be of value to a competitor. Consultant agrees to keep all
such information confidential and not to discuss or divulge it to anyone
other than appropriate Company personnel or their designees.
5. Term. This Agreement
shall commence on day of purchase or invoice being recieved and shall terminate upon Completion of
Consulting Session and Consultant has returned to home office, unless
earlier terminated, prior to agreement commencement, by either party hereto.
Either party may terminate this Consulting Agreement upon Thirty (30) days prior
written notice. The Company may, at its option, renew this Consulting Agreement for an
additional One (1) year term on the same terms and conditions as set forth
herein by giving notice to Consultant of such intent to renew on or before
original purchase date.
6. Notice. Any notice or
communication permitted or required by this Agreement shall be deemed
effective when personally delivered or deposited, postage prepaid, in the
first class mail of the United States properly addressed to the appropriate
party at the address set forth below:
1. Notices to Consultant:
Tri-Vision Global, Inc. 2771-29 Monument Rd. No. 374.
Jacksonville Florida. 32225
2. Notices to the Company:
Purchaser Company
Address Listed At Purchase
7. Miscellaneous..
7.1 Entire Agreement and
Amendments. This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and replaces and supersedes all
other agreements or understandings, whether written or oral. No amendment or
extension of the Agreement shall be binding unless in writing and signed by
both parties.
7.2 Binding Effect,
Assignment. This Agreement shall be binding upon and shall inure to the
benefit of Consultant and the Company and to the Company's successors and
assigns. Nothing in this Agreement shall be construed to permit the
assignment by Consultant of any of its rights or obligations hereunder, and
such assignment is expressly prohibited without the prior written consent of
the Company.
7.3 Governing Law,
Severability. This Agreement shall be governed by the laws of the State of
California. The invalidity or unenforceability of any provision of the
Agreement shall not affect the validity or enforceability of any other
provision.
WHEREFORE, the parties have
executed this Agreement as of the date first written above.
5. JOINT VENTURES
6. TERMINATION AND REFUND.
SUBSCRIBER RIGHTS TO CHANGE OR END THIS AGREEMENTT
Subscriber may terminate its rights to receive Services hereunder by
providing written notice to TVG.
If Subscriber terminates its rights to receive Services hereunder in the
manner prescribed above, Subscriber will be billed through the end of the
billing cycle in which such rights are terminated.
Upon any termination of Subscriber's right to receive Services hereunder,
Subscriber shall immediately cease to use the Services and TVG shall have no
further obligations whatsoever to Subscriber.
Any change in Service requested by Subscriber shall be at TVG's discretion
and shall be subject to the provisions of this Agreement.
TVG will refund the membership fee within the first 30 days of the account
creation if the SUBSCRIBER wishes to cancel their membership account. If
SUBSCRIBER cancels after the first 30 days of the account creation,
SUBSCRIBER will be billed through the end of the current billing cycle and
no refund will be issued.
Cancellations of accounts must be submitted in writing to Customer Support
from the email address that was used to create the account. The Customer
Support email address is conveniently located on each individual membership
site. Cancellations may also be sent to:
TRI-VISION GLOBAL
2771-29 Monument Rd. No 374
Jacksonville, FL, 32225
TVG RIGHTS TO RESTRICT OR END SERVICE OR THIS AGREEMENT
To maintain or improve the Services, to prevent fraud, or for any other
reason determined by TVG, TVG, at its sole discretion, may restrict,
suspend, terminate or modify Subscriber's service with or without notice.
Without limiting the generality of the foregoing, TVG may restrict, suspend
or terminate Subscriber's Services with or without notice for reasons
including, without limitation, if Subscriber:
Incurs charges that cannot be billed
Exceeds any credit limit
Makes a false statement to TVG
Interferes with TVG customer service or other business operations
Becomes insolvent or go bankrupt
Breaches any part of this Agreement
TVG may also do so if:
Subscriber's, Company's, or Client's credit information cannot be verified.
TVG believes or suspects that Subscriber's account is being misused or used
by anyone for unlawful activity.
TVG believes or suspects that the use of Subscriber's account adversely
affects or has the potential to affect service to other customers.
TVG believes or suspects that the use of Subscriber's account adversely
affects or has the potential to affects TRI-VISION GLOBALn's operations.
Upon any termination in accordance with the foregoing, TVG may immediately
deactivate or delete Subscriber's account and all related information and
files in Subscriber's account, reassign any telephone numbers associated
with the account, and/or bar any further access to such files, information,
or the Services.
TVG shall not be liable to Subscriber or any third party for any reason for
terminating this Agreement or access to Services or for modifying this
Agreement and/or the Services.
7. WARRANTY DISCLAIMER.
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND
TVG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER
PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. TVG MAKES
NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL
CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE
RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY
SUBSCRIBER.
TVG MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS,
OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR
THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. TVG IS NOT RESPONSIBLE
FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR
FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.
TVG DOES NOT MAKE ANY WARRANTY PERTAINING TO ANY GOODS OR SERVICES
PURCHASED, OBTAINED, SECURED OR ACQUIRED THROUGH THE SERVICES OR ANY
TRANSACTION ENTERED INTO THROUGH THE SERVICE.
TVG DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED
THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR
OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. SUBSCRIBER
ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED
OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT SUBSCRIBER'S SOLE RISK
AND DISCRETION AND TVG WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO
SUBSCRIBER OR SUBSCRIBER'S PROPERTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER
FROM TVG, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED
WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO
SUBSCRIBER.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL TVG BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER
CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR
ANY OTHER THEORY OF LIABILITY. TVG'S LIABILITY FOR DAMAGES, REGARDLESS OF
THE FORM OF THE ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID BY SUBSCRIBER
FOR THE SERVICES, IF ANY. The limitation of liability reflects the
allocation of risk between the parties. The limitations specified in this
Section will survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose. SOME
JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF
THE FOREGOING LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
9. INDEMNIFICATION.
Subscriber shall indemnify and hold harmless TVG, its directors, officers,
employees, agents and other companies associated with TVG from and against
all liabilities, losses, costs, expenses (including reasonable attorneys'
fees), and damages resulting from any negligent acts, omissions or willful
misconduct by Subscriber, Subscriber's use of the Services and/or any breach
of the terms and conditions of this Agreement by Subscriber.
10. INTERNATIONAL USE
TVG makes no representation that materials on its web site(s) are
appropriate or available for use in locations outside the United States, and
accessing them from territories where their contents are illegal is
prohibited. Subscriber agrees to comply with all applicable foreign and
domestic laws, rules and regulations regarding the transmission of technical
data exported from or imported to the United States or the country in which
Subscriber resides.
11. MODIFICATION TO SERVICES.
During the term of this Agreement, TVG may modify or discontinue the
Services at any time and with or without notice to Subscriber.
Without limiting the generality of the foregoing, TVG may, from time to
time, with or without notice and at its sole discretion, establish or change
various practices, limitations and restrictions for administering such
Services, including without limitation: (a) how often all or a part of the
Services or account may be accessed; (b) the duration of any access; (c) the
maximum number of days that messages or postings will be retained; (d) the
maximum number of messages or postings allowed; (e) the size and nature
messages and postings; (f) the maximum storage space available for an
account; and (g) any other matter related to the administration of the
Services;.
Subscriber agrees that TVG shall not be responsible or liable in any way for
deactivation or deletion of accounts or for loss of emails, audio clips,
voice mails, uploads, communications, postings, data or information as a
result of, or arising out of, administration of the Services, whether or not
Subscriber is given prior notice thereof.
TVG may delete accounts that are inactive for an extended period of time.
TVG shall not be liable to the Subscriber or any third party for any reason
for TVG modifying or terminating the Services, in whole or in part.
Subscriber is responsible for creating a back-up copy of any important or
critical information that is stored on the Services. TVG shall not be
responsible or liable in any way for any information or data loss in
connection with the Services.
12. MODIFICATION TO AGREEMENT.
TVG reserves the right to change the terms and conditions of this Agreement,
by posting a revised version of the Agreement at Terms of Service or its
successor site.
Use of the Services signifies Subscriber's agreement to all terms,
conditions and notices contained or referenced herein. Continued use of any
part of the Services following the posting of any changes to this Agreement
constitutes acceptance of those changes, and all changes shall thereupon
become binding upon the Subscriber..
If Subscriber does not agree to the changes, Subscriber shall immediately
cease all use of the Services.
13. RULES AND REGULATIONS
Subscriber shall be solely liable for any transmissions sent through the
Service. TVG has no control over the content of any transmission nor will it
be liable for such content.
Subscriber shall not use the Services to create or distribute any images,
sounds, messages or other materials, which are obscene, harassing, racist,
malicious, fraudulent infringing or libelous, nor use the Services for any
activity that may be considered or are unethical, immoral, violative of any
third party's rights, or illegal.
Further, Subscriber will abide by all rules, regulations, procedures and
policies of TVG and any policies of the networks connected to the Services.
Subscriber agrees to abide by all applicable
local, state, national, foreign and international laws and regulations and
is solely responsible for all acts or omissions that occur under
Subscriber's account or password, including the content of Subscriber's
transmissions through the Service. By way of example, and not as a
limitation, Subscriber agrees not to:
Use the Service in connection with chain letters, junk email, voice mail,
faxes, spamming or any duplicative or unsolicited messages (commercial or
otherwise);
Harvest or otherwise collect information about others, including email
addresses, without their consent;
Create a false identity or forged email address or header, or otherwise
attempt to mislead others as to the identity of the sender or the origin of
the message;
Transmit through the Service unlawful, harassing, libelous, abusive,
threatening, harmful, vulgar, obscene or otherwise objectionable material of
any kind or nature;
Transmit any material that may infringe the intellectual property rights or
other rights of third parties, including trademark, copyright or right of
publicity;
Transmit any material that contains viruses, trojan horses, worms, time
bombs, cancelbots, or any other harmful or deleterious programs;
Violate any U.S. or foreign law regarding the transmission of technical data
or software exported through the Service;
Interfere with or disrupt networks connected to the Service or violate the
regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Service, other accounts, computer
systems or networks connected to the Service, through password mining or any
other means;
Interfere with another member's use and enjoyment of the Service or another
entity's use and enjoyment of similar services.
TVG is under no obligation to monitor the information or content available
or transmitted through the Services. Subscriber agrees that TVG shall have
the right, but not the obligation, at its sole discretion, to refuse or
remove any content, in whole or in part, that violates this Agreement or is
otherwise objectionable. Subscriber acknowledges and agrees that TVG may
preserve content and may also disclose content if required to do so by law
or in the good faith belief that such preservation or disclosure is
reasonably necessary to:
Comply with legal process
Enforce this Agreement
Respond to claims that any Content violates the rights of third-parties
Protect the right, property, or personal safety of TVG, its users and the
public.
Subscriber may provide information, including
but not limited to feedback, data, answers, questions, comments,
suggestions, plans and ideas to TVG. Such information shall be deemed
non-confidential and TVG assumes no obligation to protect such information
from disclosure.
The submission of such information to TVG
shall in no way prevent the purchase, manufacture, or use of similar
products, services, plans and ideas by TVG for any purpose whatever. TVG
shall be free to reproduce, use, disclose and distribute such information to
others without restriction. Subscribers shall have no recourse against TVG
for alleged infringement or misappropriation in connection with any
information or materials submitted to TRI-VISION GLOBAL hereunder.
14. ELECTRONIC TRANSACTIONS
Subscriber agrees that by entering into transactions with TVG, Subscriber
affirms consent to receive all information, copies of agreements and
correspondence ("Documents") from TVG in an electronic format, and to also
send information to TVG in an electronic format, either through Subscriber's
account or via email, at TVG's discretion. Subscriber agrees to treat any
such electronic Documents received from TVG or sent to TVG as being legally
equivalent to any "written" information Subscriber would receive or send in
print or by postal mail. Subscriber's transactions with TVG indicates that
Subscriber agrees to treat all electronic Documents received from or sent to
TVG as having full legal enforceability and legal effect. In any situation
where Subscriber's signature may be required to process a transaction,
compliance with a commercially reasonable attribution procedure agreed to or
adopted by the parties or established by law for authenticating a record
shall authenticate the record. Without limiting the foregoing, the parties
agree that if Subscriber enters the username of Subscriber's account, and
enters the PIN number or password associated with the account, such process
shall constitute a legally-binding signature by Subscriber. Subscriber
acknowledges and agrees that TVG will not be responsible for Subscriber's
failure to receive any electronic Documents, and in the event Subscriber is
expecting to receive some electronic Documents that in fact Subscriber does
not receive, Subscriber will notify TVG immediately. Subscriber further
acknowledges and agrees that Subscriber's responsibilities or the methods by
which TVG sends Subscriber electronic Documents may be altered from time to
time, at TVG's discretion, and TVG will give Subscriber advance notice of
such changes.
Subscriber agrees that Subscriber will take all reasonable measures to
protect the security and confidentiality of all PINs, usernames and
passwords issued hereunder and will inform TVG immediately if Subscriber
discovers that any of these items have been given out (intentionally or
accidentally) to other people.
Subscriber agrees that Subscriber will review Subscriber's transaction(s)
carefully prior to accepting them and that once Subscriber accepts any
transaction, it will be final, binding upon Subscriber and unchangeable in
any way.
15. BILL PAYMENT.
Subscriber shall be required to pay monthly subscription charges and
enhanced service charges in connection with the Services, as stated by TVG.
There may be additional fees if Subscriber requests a change in any
Services. Depending upon the level of Services selected by Subscriber, there
may be charges for calls to or from certain locations, including without
limitation payphones, and areas within extended calling zones. There may
also be applicable taxes, surcharges, assessments, government fees and
charges for any special or enhanced services Subscriber uses. Any of the
foregoing may be billed to Subscriber when they reach a limit as TVG
determines at its sole discretion.
TVG bills subscription charges and charges for certain enhanced Services in
advance. Subscriber will pay TVG for all charges billed to Subscriber's
account, whether or not Subscriber was the user of the account. Subscriber
has the right to dispute charges on Subscriber's bill, but only if
Subscriber notifies TVG of the dispute within thirty (30) days after the
applicable billing date. If Subscriber fails to notify TVG of any dispute
within such thirty (30) day period, Subscriber shall have irrevocably waive
the right to dispute any such charge. Subscriber must pay all charges on
time until the dispute is resolved. If the dispute is resolved in
Subscriber's favor, TRI-VISION GLOBAL will refund the disputed amounts to
Subscriber.
TVG will charge Subscriber the rates in effect under Subscriber's
subscription plan, plus any enhanced service charges at the time of
subscription, as such rates may be updated by TVG from time to time. Some
charges (such as, but not limited to, surcharges) may accumulate in
Subscriber's account before Subscriber is charged for such amounts, or such
amounts may be charged to Subscriber as assessed. If Subscriber has enrolled
in a then-current subscription plan and chooses to change the plan, and if
there are one or more days remaining on Subscriber's current subscription,
Subscriber will be credited for those days in the calculation of
Subscriber's charges. Subscriber's billing cycle starts on the day the
subscription purchase is successfully processed. If there is a change in
subscription plan, there may be a resulting change in Subscriber's billing
date.
Purchase and use of "a la carte" minutes are only valid in conjunction with
a current, paid-up subscription. TVG will not offer any refunds or
reimbursements for the purchase price of "a la carte" minutes. Unused
minutes expire six (6) months after the date of purchase, and may not be
transferred. Usage of minutes is billed in one (1) minute increments. For
example, one (1) minute is deducted for a forty nine (49) second call.
Outbound calls, including but not limited to TRI-VISION Global calls, are
billed at two (2) times the applicable per minute usage. Minutes are
deducted for all calls, inbound and outbound. Surcharges for extended
calling zones are in addition to, not in lieu of, having minutes deducted
from Subscriber's account. "A la carte" minutes are billed at the time of
purchase.
If Subscriber changes Subscriber's Services from a billed plan to a free
plan, Subscriber will be billed through the end of the billing cycle in
which such a change is made.
Subscriber agrees that all payments will be made to TVG via credit or debit
card, issued by a US bank, including MasterCard®, VISA®, American Express®
or Discover®. TVG may change the credit cards accepted at any time, at its
sole discretion. Subscriber's name and address as it appears on Subscriber's
TVG account must also be on the credit account from which Payment is made.
If Subscriber provides a credit card number that TVG accepts for payment of
Subscriber's monthly bills, Subscriber is authorizing TVG to charge the
amounts Subscriber owes, then or later, to that credit card account and to
demand immediate payment from the card issuer. Subscriber also agrees to
pay, under the terms of Subscriber's agreement with the card's issuer, the
amounts charged to Subscriber's credit card. Every time Subscriber uses TVG
Services, Subscriber re-affirms that TVG is authorized to charge
Subscriber's card. Subscriber agrees to authorize TVG to charge purchases
made online to the credit card account supplied to TVG when the subscription
was initiated, or the card that TVG has on file when the purchase is made.
Subscriber agrees to pay all costs and expenses, including without
limitation attorney's fees, incurred by TVG to collect any monies due under
terms of this Agreement.
16. AFFILIATE FEES
TVG offers an "Affiliate Program" to reward those who refer new clients to
TVG. Subscriber agrees that TVG reserves the right to determine through its
own means who, if anyone, gets "credit" for a new client.
Subscriber agrees that TVG may change its
Affiliate Program at any time without warning or notification including but
not limited to payment method, payment schedule, payment "levels", payment
calculations, reporting methods. Subscriber agrees that TVG may cancel the
affiliate program at any time without warning or notification. TVG may use
any manual or automated methods it desires to determine who a new member was
referred by including but not limited to manual entry, special links,
date-limited "cookies", session "cookies", or special pages. Subscriber
agrees that regardless of the method chosen by TVG, it is likely that the
actual number of referrals will be higher than the credited number of
referrals made due to various inefficiencies in tracking technology and
Subscriber further agrees to use TVG's count. Subscriber agrees that
Subscriber will keep TVG informed of all postal address and e-mail address
changes for the Subscriber. Subscriber may appeal the amount of a payment
within 30 days of a payment being sent and may request investigation into a
missing payment within 30 days of when TRI-VISION GLOBAL should have sent
the payment under the current Affiliate program rules. Subscriber agrees
that if a Subscriber's membership is terminated for any reason, Subscriber
forfeits all rights to future affiliate payments.
17. THIRD PARTY ADVERTISER.
Subscribers may enter into transactions with advertisers on the Services..
Such transactions shall be between Subscriber and advertisers and TVG shall
have no responsibility or liability in connection with any such transaction
or the information, goods or services provided by any such advertiser.
18. GENERAL.
This Agreement, including any documents incorporated herein by reference,
merges all prior written and oral communications and defines the entire
agreement of the parties concerning the Services..
In the event any portion of this Agreement shall be held illegal, void, or
ineffective, the remaining portions hereof shall remain in full force and
effect and such illegal, void or ineffective provisions shall be construed,
as nearly as possible, to reflect the intentions of the parties.
All notices under this Agreement shall be in writing and delivered by email
or in writing.
This Agreement shall be construed in accordance with the laws of the State
of Colorado without regard to its conflict of law provisions. Each party
submit to the exclusive jurisdiction of the state and federal courts located
in Colorado, and irrevocably waive any right that such party may have to
assert the such forum is not convenient or that any such court lacks
jurisdiction.
Subscriber agrees and acknowledges that any breach of the provisions
regarding ownership contained in this Agreement shall cause TVG irreparable
harm and TVG may obtain injunctive relief as well as seek all other remedies
available to TVG in law and in equity.
Subscriber shall not transfer or assign this Agreement or Subscriber's
rights under this Agreement. Any purported transfer or assignment in
violation of this section is void. Subject to the foregoing, this Agreement
shall be binding on and inure to the benefit of the parties, their
successors, permitted assigns and legal representatives.
The failure of TVG to exercise its rights under this Agreement will not be
construed as a waiver of such rights, nor will it in any way affect the
validity of this Agreement. The provisions of this Agreement relating to
intellectual property ownership, restrictions on use or disclosure of the
Services, disclaimers of warranties, limitations of liability and
indemnification shall survive termination or expiration of this Agreement
for any reason.
The U.N. Convention for the Sale of Goods shall not be applicable to this
license of the Services to Subscriber.
The section titles in this Agreement are for convenience only and have no
legal or contractual effect.
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