All text, images and coding of this site are COPYRIGHTED and may not be used or reproduced without the express consent of TurnkeyNation.com. All images on our website are embedded with a DIGITAL WATERMARK. Anyone or any company caught illegally using any of our copyrighted information (including but not limited to website code, website graphics, text, databases) will be PERSECUTED TO THE FULLEST EXTENT OF THE LAW.
We do NOT sell templates. ALL sites are sold only with a domain name, as a full business. Purchasers of our sites are expressly forbidden from reproduction and/or resale of any part of their site, including the coding and scripts. The site as a whole, with domain name, may be resold only.
This User Agreement (”Agreement”) is between you, the user, together with any company or other business entity you are representing, if any (collectively, “You”), and TurnkeyNation Systems Inc. (”TurnkeyNation”). TurnkeyNation provides software programs (”Software”) that enable merchants to build online stores through which they can sell their products and services online. TurnkeyNation also provides merchants services, including hosting of the online store, site design, email services, marketing services, domain name registration, and other related services as may be offered from time to time (collectively, “Services”). This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the TurnkeyNation website located at http://turnkeynation.com (”TurnkeyNation Site”) that are incorporated herein by reference and may be accessed through links in this Agreement, TurnkeyNation will provide You with a limited license to use the Software and receive the Services. Please note that underlined words and phrases in this Agreement are links to pages on the TurnkeyNation Site. By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference. Except as stated below, all amended terms shall automatically be effective thirty (30) days after they are initially posted on the TurnkeyNation Site. You authorize TurnkeyNation to process any and all of Your TurnkeyNation account transactions initiated through the use of the password and/or passphrase that You establish through registration on the TurnkeyNation Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase. Notwithstanding anything contained in the foregoing, this Agreement will not bind TurnkeyNation unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.
1. ELIGIBILITY CRITERIA
The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement. TurnkeyNation uses many techniques to verify the accuracy of the information You provide when You register on the TurnkeyNation Site. If for any reason, TurnkeyNation, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
2.1 SOFTWARE OWNERSHIP
Software provided by TurnkeyNation, and all worldwide intellectual property rights therein, are the exclusive property of TurnkeyNation. All rights in and to the Software not expressly granted to You in this Agreement are reserved by TurnkeyNation.
2.2 SOFTWARE LICENSE
Subject to the terms and conditions of this Agreement, TurnkeyNation grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for TurnkeyNation (”TurnkeyNation Servers”) through the TurnkeyNation Site solely for the purpose of building and maintaining an interactive store hosted by the TurnkeyNation Servers on which You offer Your or a third party’s products or services (”Your Store”).
2.3 SOFTWARE LICENSE RESTRICTIONS
You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of TurnkeyNation. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to Your Store to any third party.
2.4 TurnkeyNation TRADEMARK OWNERSHIP, LICENSE AND RESTRICTIONS
Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for certain features of the Software, TurnkeyNation grants to You a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce those trademarks provided to you by TurnkeyNation under this Agreement (”TurnkeyNation Marks”), solely for use in the display on those locations on Your Store’s web pages as designated by TurnkeyNation in its sole discretion, and solely in accordance with TurnkeyNation’ Trademarks Use Policy, that is incorporated herein by reference and that TurnkeyNation may periodically change from time to time. TurnkeyNation grants no rights in the TurnkeyNation Marks other than those expressly granted in this Section 2.4. You acknowledge TurnkeyNation’ exclusive ownership of the TurnkeyNation Marks. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the TurnkeyNation Marks or in such a way as to create combination marks with the TurnkeyNation Marks. At TurnkeyNation’ request (in its sole discretion), You will immediately discontinue any use and display of the TurnkeyNation Marks. You acknowledge and agree that, except with respect to the trademark license granted herein in and to the TurnkeyNation Marks, no licenses are granted by TurnkeyNation to any other trademarks, service marks, or trade names owned by TurnkeyNation, its parent, or affiliates.
2.5 ADDITIONAL FEATURES
Certain additional features that TurnkeyNation may make available to You may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions (”Additional Software”). Similarly, TurnkeyNation may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions (”Additional Services”). You agree that You will not use such Additional Software or Additional Services unless You have agreed to the applicable terms and conditions, including but not limited to Your payment of additional fees as required. Depending on the Services you elect to receive, You may be responsible for establishing and maintaining a commercial relationship with a financial institution or money transmitter such as a credit card processor, bank or PayPal. The terms of any such relationship shall be between You and that entity and such terms may be more restrictive or place limits on the operation of Your Store – you should contact those entities for more information regarding such terms.
Upon activation of Your account and subject to the payment of applicable fees, TurnkeyNation will provide certain hosting, support and other miscellaneous Services for the Software licensed by You under this Agreement and Your Store during the term of this Agreement as published on the TurnkeyNation Site. Your Store shall be hosted on a TurnkeyNation Server on which several merchants may share the resources and network capacity of that TurnkeyNation Server.
3.2 DOMAIN NAME REGISTRATION
At Your request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, TurnkeyNation Additional Services may include acquisition, registration or administration of a second-level domain name (”Domain Name”) for Your Store on Your behalf. You hereby appoint TurnkeyNation and third parties who provide domain name registration services to TurnkeyNation as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize TurnkeyNation and third parties who provide domain name registration services to TurnkeyNation to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. TurnkeyNation provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against TurnkeyNation for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, TurnkeyNation reserves the right, in TurnkeyNation’ sole discretion, to refuse to acquire or register or administer any domain name requested by You, and to discontinue the use of any domain name requested by you.
3.3 STORE DESIGN AND CUSTOMIZATION
At Your request, and subject to TurnkeyNation acceptance of your request and Your payment of applicable fees, TurnkeyNation will provide design and customization Services for Your Store as provided in this Section 3.3 and in accordance with TurnkeyNation’ then current customization terms and conditions. You shall provide all text, music, sound, photographs, video, graphics, logo data, software, design, information and all other content for Your Store to TurnkeyNation within a time period designated by TurnkeyNation. TurnkeyNation shall transfer all Your content into electronic form and a user-accessible format.
3.4 CHANGES IN SERVICES
TurnkeyNation reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from TurnkeyNation in regards to the Software, Services, Your account, policy changes and system updates.
4. YOUR STORE & CONTENT CONTROL
4.1 CONTROL OF YOUR STORE
You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filing customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that TurnkeyNation has no obligation to back-up any data related to Your Store’s operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements. Under no circumstance is TurnkeyNation responsible if your store does not generate income or is profitable. You agree that you understand the risks associated with the possiblity of your website business not becoming profitable. You also agree that any marketing money you spend on your website is completely upon your own actions and TurnkeyNation is not held responsible for any money you spend on your marketing and advertising.
4.2 CONTROL OF YOUR STORE’S CONTENT
You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether TurnkeyNation provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated or dropshipper-generated content on and related to Your Store. As a conduit, TurnkeyNation will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by TurnkeyNation under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by TurnkeyNation. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in Section 5.1 of this Agreement, TurnkeyNation is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with Section 12 of this Agreement.
4.3 PASSIVE CONDUIT
You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, TurnkeyNation and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. TurnkeyNation has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if TurnkeyNation believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on TurnkeyNation Servers may create liability for TurnkeyNation, You agree that TurnkeyNation may take any actions with respect to the content or materials or Your Store that TurnkeyNation believes are prudent or necessary to minimize or eliminate TurnkeyNation’ potential liability. TurnkeyNation shall, as applicable, be the sole judge of what content or materials may create liability for TurnkeyNation.
4.4 CONTENT LICENSE
During the period that TurnkeyNation provides Services to You pursuant to Section 3 of this Agreement, You hereby grant to TurnkeyNation and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.
5.1 COVENANTS BY YOU
You covenant that any products, services, or content published and distributed on Your Store and Your related activities shall not violate the TurnkeyNation Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they :
1. be false, inaccurate or misleading;
2. be fraudulent or involve the sale of counterfeit or stolen items;
3. infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
4. violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
5. be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
6. be obscene or contain child pornography;
7. contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
8. involve the transmission of any unsolicited commercial or bulk email (known as “spamming”) and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
9. involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
10. be harmful or potentially harmful to the TurnkeyNation Server structure as determined in TurnkeyNation’ sole discretion, including without limitation overloading the TurnkeyNation technical infrastructure;
11. involve subleasing Your account or offering “free space” on or other access to Your account or Your Store to third parties;
12. create liability for TurnkeyNation and its subcontractors or expose them to undue risk or otherwise engage in activities that TurnkeyNation, in its sole discretion, determines to be harmful to TurnkeyNation’ affiliates, operations, reputation, or goodwill ; and
13. link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate TurnkeyNation’ Prohibited and Restricted Items that is incorporated herein by reference and may be amended from time to time.
5.2 BREACH OF COVENANT
Your failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.
6. FEES, TAXES, & AUDIT RIGHTS
You shall pay the fees set forth for the Software license and Services purchased by You in accordance with TurnkeyNation’ Fees Policy that is incorporated into this Agreement by reference. TurnkeyNation may change its Fees Policy and the fees for its Services from time to time. TurnkeyNation’ changes to the policy are effective after TurnkeyNation provides You with at least fourteen (14) daysâ€™ notice of the changes by posting the changes on the TurnkeyNation Site. Unless otherwise stated, all fees are quoted in U.S. Dollars.
6.2 PAYMENT TERMS
TurnkeyNation will invoice You and You agree to pay for (i) non-refundable monthly subscription, quarterly, semi-annually, annually, and other plans or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of TurnkeyNation in the following month, and (ii) transaction fees (if any) and all other fees designated in the Fees Policy to be paid in arrears based on the value of goods and services sold through Your Store during the previous calendar month, in accordance with the invoicing and payment requirements set forth in the Fees Policy. TurnkeyNation will debit all fees payable by You to TurnkeyNation directly from the credit card account designated by You when You register for Your TurnkeyNation account to receive a license to the Software and receipt of Services from TurnkeyNation and thereafter in accordance with the Fees Policy. Without limiting TurnkeyNation’ other remedies, any amount that is not retrievable from Your designated account when due will accrue a late fee at one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on TurnkeyNation’ income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.
7. DISCLAIMER OF WARRANTIES
TurnkeyNation, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN “AS IS” BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. TurnkeyNation, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL TurnkeyNation, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). TurnkeyNation’, ITS SUPPLIERS’, AND SERVICE PROVIDERS’, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO [THE GREATER OF (A)] THE AMOUNT OF FEES YOU PAY TO TurnkeyNation FOR (I) THE SOFTWARE LICENSE AND (II) THE SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE, AND (B) ONE HUNDRED U.S. DOLLARS (U.S. $100). Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
You agree to indemnify and hold TurnkeyNation, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) incurred or arising from: (a) any breach of the covenants in Section 5.1 of this Agreement, (b) any content provided by You or generated by users of Your Store, (c) any claims arising from the sale or license of goods or services in Your Store, or (d) any breach of this Agreement or the documents it incorporates by reference. TurnkeyNation’, its suppliers’ and service providers’ indemnity rights shall not be limited or offset by any contributory negligence by TurnkeyNation.
As between TurnkeyNation and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop (”Customer Data”), and (b) You (”Your Data”). TurnkeyNation does not sell or rent Your Data to third parties for marketing purposes without Your explicit consent and TurnkeyNation only uses and disclose Your Data as described in the TurnkeyNation Privacy Information, that is incorporated herein by reference and as it may be amended from time to time. TurnkeyNation shall collect, store and process Customer Data and Your Data on computers located in the United States that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, stored or processed in this way, please do not use the Software or Services.
Without limiting other remedies, TurnkeyNation may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement and the Price Policy; (b) You breach the covenants in Section 5.1 of this Agreement; (c) You breach this Agreement or the documents it incorporates by reference in any other manner; (d) TurnkeyNation is unable to verify or authenticate any information You provide to TurnkeyNation; or (e) TurnkeyNation believes that Your actions may cause financial loss or legal liability for You, Your Store customers, or TurnkeyNation.
12. SUSPENSION AND TERMINATION
At the discretion of TurnkeyNation and for any reason set forth in Section 12 of this Agreement, TurnkeyNation may suspend Your account by deactivating any access by You or by Your customers to any information contained on the TurnkeyNation Servers related to Your account while maintaining the information and data related to Your account upon the TurnkeyNation Servers. Suspension shall specifically include the disabling of Your Store and/or any access to information or data related to Your account. In the event of any such suspension You will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.
This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by TurnkeyNation (a) immediately as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days written notice for any reason. YOU may terminate this Agreement upon twenty-four hours notice by telephoning TurnkeyNation’ designated customer support center. Your termination request may be recorded by TurnkeyNation and will require Your user name and password and verification code.
12.3 RIGHTS UPON TERMINATION
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Price Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of TurnkeyNation to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses’ cost or other costs of any kind under this Agreement.
14.1 GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the Province of Ontario without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction.
14.2 LEGAL COMPLIANCE
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, and Your listing and sale of products and services on Your Store.
14.3 NO AGENCY
You and TurnkeyNation are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
14.4 FORCE MAJEURE
Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, fatality, failures in electric power or telecommunications services, or any other event beyond the control of the party.
In the event a dispute arises between You and TurnkeyNation, TurnkeyNation goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and TurnkeyNation agree that any claim or controversy at law or equity that arises out of this Agreement, the Software, or Services (”Claims”) shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, TurnkeyNation strongly encourages You to first contact TurnkeyNation directly as provided in Section 14.6 to seek a resolution and TurnkeyNation will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
1. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, You or TurnkeyNation may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by an established Alternative Dispute Resolution provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
2. Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Toronto Ontario Canada. You and TurnkeyNation agree to submit to the personal jurisdiction of the courts located within Toronto Ontario Canada.
3. Alternative Dispute Resolution. Alternatively, TurnkeyNation will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Toronto Ontario Canada or another location mutually agreed upon by the parties. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section 14.5 by the first party to file a Claim. Should either party file an action contrary to this Section, the other party may recover attorneys’ fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.
Except as explicitly stated otherwise, any notices shall be given by postal mail to TurnkeyNation Attn: Legal Department, turnkeynation.com email address (in the case of TurnkeyNation) or to the email address You provide to TurnkeyNation during the registration process (in Your case). Notice shall be deemed given twenty four (24) hours after email is sent, unless TurnkeyNation is notified that the email address is invalid. Alternatively, TurnkeyNation may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to TurnkeyNation during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.
You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by TurnkeyNation, in TurnkeyNation’ sole discretion.
14.8 NO THIRD PARTY BENEFICIARY
You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
14.9 SEVERABILITY, WAIVER
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. TurnkeyNation’ failure to act with respect to a breach by You or others does not waive TurnkeyNation’ right to act with respect to subsequent or similar breaches.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.
The services hereunder are offered by TurnkeyNation Inc., located at Markham Ontario Canada.
14.13 ADDITIONAL TERMS
The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to the Services offered by TurnkeyNation:
1. Prohibited and Restricted Items Policy
Each of these policies may be amended from time to time and the amended policies shall be automatically effective thirty (30) days after they are initially posted on the TurnkeyNation Site. In addition, when using particular services on the TurnkeyNation Site, You agree that You are subject to any posted policies or rules applicable to services You use through the TurnkeyNation Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
14.14 ENTIRE AGREEMENT
This Agreement sets forth the entire understanding and agreement between You and TurnkeyNation with respect to the subject matter hereof.
TurnkeyNation.com™ strictly enforces its intellectual property rights, including its trademarks, service marks and copyrights against unauthorized users. Any custom work including but not limited to website coding, databases, database structures, photographic images and text appearing on our website at TurnkeyNation.com are protected by copyright and are not available for use without the express written permission of TurnkeyNation.com™ Additionally, all of our images are batch processed with a digital watermark to prove our intellectual property rights if need be.
TurnkeyNation.com™ does not permit or authorize the use of any of its intellectual property on any website or anywhere else.
THIS WILL BE STRICTLY ENFORCED.
For information regarding the use of TurnkeyNation's™ owned intellectual properties contact Sales@TurnkeyNation.com
Affiliate payments are sent 90 days after the date of referal. Any referal purchases are good for 30 days from date of inital referal.
ALL ORDERS FOR TRAFFIC CAMPAIGNS PLACED ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. BY PLACING AN ORDER IT IS UNDERSTOOD THAT YOU HAVE READ, COMPREHENDED AND AGREED WITH THESE TERMS.
These TERMS and CONDITIONS are an agreement between you ("CUSTOMER, CLIENT") and TURNKEYNATION.COM("us"). They should be read and understood.
The Client acknowledges that by placing an order with TURNKEYNATION.COM that they have read, acknowledged and fully understood ALL paragraphs within these TERMS AND CONDITIONS and understands that they are legally binding.
All campaigns are considered active the moment the first visitor (Hits/Traffic) is delivered to the client site.
The Client is financially responsible for every hit / traffic delivered to their website. In no event shall TURNKEYNATION.COM be liable for any consequential, direct, indirect, incidental, punitive, or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of information or other pecuniary loss) arising out of the use or inability to use the traffic package, even if TURNKEYNATION.COM has been advised of the possibility of such damages.
The Client is guaranteed that TURNKEYNATION.COM will send the number of visitors to the URL specified by the order. Whilst best endeavours will be made to serve the traffic within 30 days from the campaign start date, the Client understands that TURNKEYNATION.COM cannot provide any form of time-based guarantee as the service being provided is based on real-time events. Therefore, no default money-back guarantee of any kind is catered for, and any such requests would be subject to management discretion.
TURNKEYNATION.COM cannot be responsible in any way for the URL actually loading in the visitors browser. As a consequence, it is possible that not all visitors sent will create an actual count.
TURNKEYNATION.COM use a state of the art tracking system (traffic control panel) to track visitors to your ad campaign. Each order is given a unique campaign reference which is used to track visitors to your site. When we provide an ad view, TURNKEYNATION.COM points the visitors to this campaign id. On setting up a campaign, TURNKEYNATION.COM will provide by email a note of the username and password for the account holder to access statistical information about the campaign purchased. The traffic control panel presents an accurate record of each visit served to the URL provided by the client. It should be noted that third party counters should not be used to verify the statistics as many such counters are known to be reliable. Raw log files are the only reliable method of counting a visitor. Thus, should the client have any reason to dispute the statistics provided by the traffic control panel, an extract of the website raw log files should be sent to the admin team at TURNKEYNATION.COM to verify any discrepancies.
All traffic/hits will be delivered to the Clients website address submitted with the order. In the event that there is an error with the submitted URL, the Client will not hold TURNKEYNATION.COM or it's Partner Sites responsible for the error. Any traffic delivered to a Client's site reflecting the above error, will not be credited or entitled to a refund.
In the event that the Client's site becomes unavailable for any reason (for e.g. "server is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the internet and its underlying infrastructure"), the Client will not hold TURNKEYNATION.COM or its Partner Sites responsible for these errors. All/any traffic delivered to the Client's site during this down time will not be credited or refunded.
TURNKEYNATION.COM or its partner sites cannot be held responsible for factors beyond our control that may interfere with our ability to deliver visitors to your URL. Such factors include, but are not limited to: downtime on your server, overuse of your bandwidth quota (if applicable), errors on your site, pop-up smashers and network outages beyond our servers. Please contact your web hosting company or network provider if you are unsure about whether your hosting account is sufficient for the program you are ordering.
In the event that any of the above errors occur including any errors not listed but clearly intended, the client may submit in writing a request for the campaign to be placed on hold. Upon resolution of the problem the held campaign will continue. ANY TRAFFIC PREVIOUSLY SENT WILL NOT BE CREDITED OR REFUNDED.
The Client understands that if the visitor viewing the the ad closes it before it finishes loading (due to network bandwidth, high impact graphics, animation or lack of interest on the visitors part etc.), IT WILL COUNT AS AN AD VIEW ON OUR SYSTEM, WE HAVE SENT YOUR SITE TO THE VISITOR AND HAVE THEREFORE FULFILLED OUR OBLIGATIONS. It is important to note that this scenario may not appear in your website statistics. TURNKEYNATION.COM cannot control the acts of the individuals viewing your site and will not be held responsible for these actions.
The Client understands that HIT COUNTERS on their site DO NOT ACCURATELY REPRESENT THE NUMBER OF VISITORS SENT TO YOUR SITE. This is due to the large amounts of traffic sent to the site in a relatively short timeframe. The Client also understands that TURNKEYNATION.COM DOES NOT GUARANTEE SALES OR SIGNUPS AND WILL NOT ISSUE A REFUND IF NONE ARE ACHIEVED.
In the event that there is a discrepancy between the amount of traffic delivered by TURNKEYNATION.COM and the amount of traffic recorded on the Client raw logs, on their behalf, TURNKEYNATION.COM and the client both agree to use the report prepared by our ("TURNKEYNATION.COM") campaign manager to be the official report. The client understands and acknowledges that the campaign report received by TURNKEYNATION.COM to be true and accurate and agrees to hold TURNKEYNATION.COM and individuals involved harmless for any unexpected results arising from any advertising campaign.
Support staff are available virtually 24 hours/day, all requests must be made in writing - preferably via email or alternatively by telephone (voicemail). The Client also understands that technical support may not be available at the exact time in which the client initiates contact. It is our policy to respond to all e-mails within 24-48 hours.
The Client will accept a reasonable amount of discrepancy (15%-20%) in the reporting of traffic.
TURNKEYNATION.COM will not promote spam, scam, hate, warez, hacking or any other site/offer that could be considered offensive to the most discriminate viewer. Any attempt to bypass our intended guidelines will result in account cancellation and no recourse for refund. TURNKEYNATION.COM will not deliver general visitors to sites containing content that is not appropriate for viewing by a general audience. Inappropriate content includes, but is not limited to, adult content, hate text, illegal content and content that encourages illegal activities or violence. What constitutes inappropriate content shall be determined at the sole discretion of TURNKEYNATION.COM. TURNKEYNATION.COM will review your site before beginning the campaign. If your site is changed during the campaign such that it includes inappropriate content, TURNKEYNATION.COM may stop your campaign immediately. In this case, you will not be provided a refund.
This Agreement is the entire agreement between you and TURNKEYNATION.COM and supersedes any other understandings or agreements, including, but not limited to, advertising with respect to the package.
TERMINOLOGY: (1) In the present context, a visit generally occurs when a text file is loaded from your server (this includes HTML files). A hit occurs when a file is loaded from your web server. Since loading a single web page can cause several files to load (e.g. images), several hits usually occur when a page is loaded. Thus, the number of hits is always greater than (or equal to) the number of visits. The term †number of visitors- is interchangeable with the term †number of visits.- Several †visits- may originate from a single IP address or individual. This generally occurs when an individual returns to or reloads a web page. (2) Targeted campaigns are any campaign that is language, category, or site specific. Non-targeted are not language, category or site specific.
If any provision of this Agreement is deemed invalid or unenforceable by any jurisdiction or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.