Welcome to DealGuardian!
DealGuardian provides the premium online Marketplace for the hosting, advertisement, marketing, sale, payment processing, digital delivery, and product review for digital products. DealGuardian provides the first and only such Marketplace where ONLY purchasers can review products, and products which receive a high degree or proportion of negative purchaser review might be removed from the Marketplace, thus ensuring only the highest quality, best-reviewed products will be sold.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DEALGUARDIAN LLC. ("DEALGUARDIAN"). THIS AGREEMENT DEFINES THE TERMS OF YOUR PARTICIPATION AS A REGISTERED BUYER/AUTHOR/AFFILIATE/JV BROKER IN THE DEALGUARDIAN MARKETPLACE. PLEASE READ THE DEALGUARDIAN AGREEMENT (“AGREEMENT”) BEFORE ACTIVATING YOUR ACCOUNT. BY REGISTERING AS A BUYER/Author/AFFILIATE/JV BROKER ON THE DEALGUARDIAN MARKETPLACE AND CLICKING "AGREE," YOU ARE AGREEING TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO EACH OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT ELIGIBLE TO REGISTER OR TO BECOME A BUYER/AUTHOR/AFFILIATE/JV BROKER ON THE DEALGUARDIAN MARKETPLACE AND YOU MAY NOT BUY ANY PRODUCT FROM THE DEALGUARDIAN MARKETPLACE, OR PROVIDE ANY PRODUCTS FOR SALE VIA THE DEALGUARDIAN MARKETPLACE OR EARN COMMISSIONS FOR PROMOTING PRODUCTS IN THE MARKETPLACE.
This Agreement may be amended at any time by DealGuardian posting a revised version on our website. You agree that the revised version will be effective at the time we post it. If the revised version includes any Substantial Changes, we will provide notice on our website at least thirty (30) days prior to implementing the Substantial Change.
1.A) User Benefits.
Marketplace Access: As a User, you will enjoy the ease of use and convenience of DealGuardian’s high-quality digital product marketplace. Your purchases are backed by DealGuardian’s exclusive money back guarantee. This refund guarantee can be of either 7, 14, 30 or 60 days, depending on the Author's desired settings for that particular product. And, you will be able to thoroughly evaluate products properly because of DealGuardian’s Purchaser Review and Ratings features which permit only verified purchasers to leave reviews. Based on the proven value of such review and ratings systems in places like Amazon’s Marketplace and Apple’s iTunes Store, you will be able to trust the reviews and ratings of Products by real buyers, rather than the reviews by Affiliates and interested persons as well as useless threads and discussions that you see on other digital markets.
1.A) Author/Affiliate/JV broker Benefits.
Marketplace Access: As a Author/Affiliate/JV Broker, you will be able to experience the unparalleled advantages, convenience, and ease of the DealGuardian’s comprehensive marketing, hosting, advertising, sales, payment processing, digital delivery, affiliate, cash management, and product review platform (“Marketplace”) for yourself, your affiliates and your customers.
Services: DealGuardian may also offer certain other services (“Services”), as described more fully herein and on the DealGuardian website and/or Author or Affiliate web pages (collectively, the “Site”), some of which are optional and/or may require additional payment. Services may include, but are not limited to, advertisement services (including e.g. featured listings and market “bumps”), enhanced marketing services (e.g. split testing, tracking and reporting), and enhanced services for affiliate programs (e.g. two-tiered affiliate payout options) or enhanced affiliate management and reporting, enhanced technical services, enhanced product placement, and more. DealGuardian reserves the right in its sole discretion to add, delete, change, suspend or discontinue providing the Marketplace, Services, and/or Site to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of Marketplace, Services, and/or Site without notice or liability.
Other Benefits: DealGuardian may offer certain other benefits. As a Author/Affiliate/JV Broker you may have the opportunity to attend live events, conferences, seminars, technical workshops, and/or other events (including online or on-air broadcasts of such events, or recordings thereof) (“DealGuardian Events”). DealGuardian Events may be free or paid admission, open to the public or restricted to Authors/Affiliates/JV Brokers. DealGuardian will endeavor, at its discretion, to provide discounted admissions, special sessions, VIP seating, opportunities to speak, or other options to Authors/Affiliates/JV Brokers.
Some of the DealGuardian features, benefits and services are free, while others might require an extra fee, and DealGuardian may offer, remove or change them at any time.
2. Using DealGuardian
You understand and agree that DealGuardian and the DealGuardian Marketplace are private communities, and DealGuardian reserves the right to provide service or refuse service to any Buyer or User, or to accept or reject Authors/Affiliates/JV Brokers on any basis, in its sole discretion.
a. Becoming a User/Buyer
Anyone may generally register to purchase Products from DealGuardian subject to these Terms and Conditions. A valid email address and credit card (and related billing information) will be required for registration and/or purchases. DealGuardian reserves the right to refuse service to any person who, in DealGuardian’s sole judgment, seeks refunds without justification or with a high frequency (“Serial Refunders). To be clear, all Buyers are protected by DealGuardian’s money back guarantee which can be of 7 days, 14 days, 30 days or 60 days, depending on the product Author's desired configuration for that particular product (the exact money back guarantee period for each specific product is clearly stated in the order checkout page), and you should feel confident that DealGuardian will stand behind your purchases. However Buyers who repeatedly or consistently seek refunds on many or all Products purchased, particularly where those Products have received good or better ratings may be deemed a Serial Refunder and refused further service. Any refunds outstanding will be provided and thereafter service will be refused to the account holder. In addition, DealGuardian provides a simple means of requesting refunds within the allowed money-back window for the purchased product. If a Buyer refuses to follow DealGuardian’s approved procedures and the agreed-upon refund period for refunds, and instead seeks to institute a charge-back via his credit card provider, DealGuardian reserves the right to ban the Buyer for life from future use of DealGuardian or the DealGuardian Marketplace as a Buyer, Author, Affiliate, or JV Broker. YOU MUST USE DEALGUARDIAN’S APPROVED REFUND PROCEDURE FOR ALL REFUNDS.
b. Becoming an Author/Affiliate/JV Broker
You understand that DealGuardian and the DealGuardian Marketplace are private communities, and DealGuardian reserves the right to accept or reject Authors/Affiliates/JV Brokers on any basis, in its sole discretion. To be eligible to become a Author/Affiliate/JV Broker in the DealGuardian Marketplace, you must complete an application to register. We will require you provide us with details sufficient for DealGuardian to determine if you qualify to be a Author/Affiliate/JV Broker, and if you are acceptable. To qualify, you must be at least 18 years old, and you must provide your real name and current/accurate contact information as well as your US tax information if you are in the US or the equivalent information if you are located outside of the US. You must not have been banned or refused service from DealGuardian previously or DealGuardian reserves the right to reject your application.
You understand and agree to provide only truthful information and to keep such information current at all times. If the information you provide to DealGuardian is inaccurate, it may result in delays in processing your application, and could result in DealGuardian not being able to pay you. If the information you provide in not truthful or cannot be verified, your application will be rejected. DealGuardian has the right to refuse and/or cancel any new application or existing account for any reason in its sole discretion.
Getting approved as an Affiliate:
Authors have the right to reject Affiliates and to set specific filters to determine which Affiliate can (and which cannot) sign up to promote their products. DealGuardian makes no guarantee or representation that you will be allowed as an Affiliate or JV Broker by a particular Author, or entitled to be an Affiliate or JV Broker for any particular Product.
Prior to being able to earn a commission on any particular Product, you must request to be an Affiliate and/or JV Broker for that Product. For the sake of clarity, you must be authorized by DealGuardian as an Author/Affiliate/JV Broker (and to agree to these Terms and Conditions), plus you must be accepted by the Author before you can promote the Product or earn any commission from your promotions.
Authors may choose or reject Affiliates or JV Brokers on any basis they choose, such as the number of sales that the Affiliate has achieved, the reputation of the Affiliate, the quality or quantity of traffic the Affiliate can provide, the quality or quantity of the Affiliates a JV Broker can provide, or other factors of their choosing.
You understand and agree that if you have not been authorized as an Affiliate and/or JV Broker for a particular Product your only recourse against DealGuardian or the Author is to not promote that Product. If you market, advertise, or mail for a Product but are not an authorized Affiliate and/or JV Broker, you cannot and will not receive any commission, even if sales result directly from the traffic you have driven to the offer page.
You must fill in your DealGuardian application and profile form with truthful and complete information, and DealGuardian has the right to refuse and/or cancel any member account in its sole discretion. You must apply in advance as an Affiliate or JV Broker for whatever Product(s) you want to promote. Authors can choose which Affiliates
3. Authors: Selling Your Products
Content: As a Author hereunder, you may submit one or more digital products for sale (“Products”) via the DealGuardian Marketplace. The Products may include any form of digital content (written, audio, video, etc.) (“Content”) as is appropriate for your Products. All Products and Content must be suitable for digital delivery. Physical products are currently not permitted on the Marketplace.
DealGuardian acts as a reseller for the Authors' products. That means that buyers are technically buying from DealGuardian and not directly from the Author. You will retain all rights to your Products except as provided herein.
You understand that DealGuardian might review your Products or Content for completeness, accuracy, quality, marketability, or the like, so it's your responsibility as an Author to upload products with complete, accurate and quality contents that match truthfully what's advertised in your sales page, or else DealGuardian might remove them from the marketplace.
DealGuardian reserves the right to reject any Product(s) for any reason or no reason at any time in its sole discretion. Moreover, it is to your great advantage to ensure the quality of your Product(s). Each Product will be subject to reviews and/or ratings from purchasers, which will be available and/or prominently displayed to potential buys of your Product(s) in the Marketplace.
DealGuardian does not allow, and you agree not to, submit any Product(s) or Content that are pornographic or offensive in nature, or which pertain to gambling or gambling methods, “get-rich quick” schemes, pyramid schemes, multi-level marketing (MLM), franchise or business opportunities (as defined under the FTC’s biz-op rule codified at 16 C.F.R. Part 437), or any illegal activity, or which contains any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution. DealGuardian shall use its unfettered discretion and expressly reserves the right to remove any such Products, Content or material from the Marketplace, without notice and without compensation to you. You agree that any advertising or other fees paid in connection with Products, Content, or other material that is removed from the Marketplace will not be refunded. You further agree that you remain fully responsible for any damages to DealGuardian that result from your submission to, or inclusion of such Products, Content, or material in the Marketplace.
To be included in the DealGuardian MarketPlace, your Products must be original. Private Label Rights (“PLR”) that you have obtained cannot be the basis of a Product. PLR material can be offered, for example, as a free bonus distributed alongside a Product, but not as the Product itself. DealGuardian reserves the right to refuse to accept any Product or to remove any Product that it deems to lack sufficient originality. You must have all required rights, including copyrights to all Content in your Product(s) to allow DealGuardian to sell the Product. The foregoing requirement includes all Content within the Product(s), for example cover images, as well as any music, including background music in recorded audio or video Products. In addition to the other licenses granted herein, you also grant DealGuardian a limited license to resell your Products, and process all payments in connection therewith. DealGuardian shall pay you in accordance with the payment provisions herein.
Pricing of Product(s):
Authors and only Authors may set the price (“Sales Price”) of their own Products within the limits established by DealGuardian for minimum and/or maximum prices (“Price Limits”). As a Author, you agree not to attempt to price any Product submitted to the Marketplace outside of then current Price Limits in place at the time of submitting the Product to the DealGuardian Marketplace. DealGuardian will post its current Price Limits prominently on the Site. Currently, the "Lower Price Limit" is US$1.00 and the “Upper Price Limit” is $99.00 for any Product offered for sale in the Marketplace. However, DealGuardian expressly reserves the right to set the "Upper Price Limit” for the Marketplace as a whole, or on a per Author basis. Authors with Marketplace track records of greater merit (including, e.g., lower refund rates, better purchaser reviews, higher ratings, longevity, etc.) may be afforded greater latitude in pricing their Products, at DealGuardian’s discretion. You understand that as a Author you are subject to the foregoing Price Limits unless you have been expressly notified in writing from DealGuardian. DealGuardian will review each petition for a price limit raise on a case by case basis, and may accept or decline the petition in its sole discretion.
Notwithstanding the foregoing Price Limits, DealGuardian also reserves the right to raise the Upper Price Limit on a per Product basis (i.e. for a particular Product from a specific Author) based on DealGuardian’s direct review (“Price Review”) which may include consideration of the Author’s history in the Marketplace, reputation in the industry, the Product itself, the proposed price, market conditions, current terms and relationships with payment processors, gateways, and such other factors as DealGuardian chooses. After such Price Review, DealGuardian’s decision as to whether raise the Upper Price Limit in any instance shall be final and made in its sole discretion. If DealGuardian chooses not to raise the price limit for a given Product, Author agrees that the Product shall be offered in the Marketplace at a Sales Price below the Upper Price Limit. DealGuardian may charge a “Review Request Fee” or may allow each Author to request a set number of such Price Reviews at no cost, and may charge a Review Request Fee for any additional Price Reviews requested by that Author.
Pricing of Upsells, Downsells, One-Time Offers, Add-Ons:
Notwithstanding the Price Limits for Products, Authors may offer one or more upsells,downsells, add-ons, or one-time offers (OTOs) (collectively, “Supplementary Products”). Such Supplementary Products are also subject to the Price Limits stated above, and DealGuardian may establish maximum prices for Supplementary Products (“Supplementary Product Price Limits”). You agree to abide by such Supplementary Price Limits with respect to all your Supplementary Products offered via the Marketplace. As with the Price Limits, DealGuardian has the discretion to raise the upper Supplementary Product Price Limits for individual Authors based on consideration of appropriate factors, including the Supplementary Product(s) and the Author’s track record in the Marketplace.
Handling refunds and chargebacks:
Refunds: DealGuardian will handle all refund requests coming from buyers. The author will not be able to issue the refund, so if an author receives a refund request from any of his customers, he/she must forward that request to DealGuardian via the support ticket so one of our administrators can take care of it. There is no extra fee for handling and issuing refunds, but DealGuardian might deactivate a product and/or terminate any user account, at DealGuardian's discretion, if the refund rates raise beyond acceptable levels.
Chargebacks: DealGuardian will try to fight, at its sole discretion, chargeback dispute. However, the product author will be charged a non-refundable US$30.00 management fee per chargeback case. Customers filing a chargeback dispute may see their account terminated at DealGuardian's discretion.
DealGuardian acts as a reseller for the Authors' Product(s).
The Products must be original and the Author must hold all required copyrights of the Product(s) and Content to allow DealGuardian to sell the Product(s). The Product(s) must not relate to any of our forbidden niches (pornography, gambling, pyramid schemes, etc).
There's a minimum and maximum price limit of US$1.00 and US$99.00 respectively, but DealGuardian may increase the limit on a case-by-case basis upon request.
Upsells, downsells or one-time offers must also generally comply with the same rules.
4. Affiliates and JV Brokers: Promoting Products For A Commission
As an Affiliate or JV Broker in the DealGuardian Marketplace, you will have the opportunity to promote and make commissions on a wide variety of digital Products offered via the state of the art DealGuardian Marketplace. As described above, Products offered through the DealGuardian Marketplace are provided by our Authors for sale by DealGuardian.
You evaluate and choose which Product(s) to promote:
As an Affiliate or JV Broker, you are solely responsible for evaluating and selecting the Authors and Product(s) you would like to market or advertise. DealGuardian does not evaluate Products generally and endeavors to maintain the highest quality in the Marketplace through its unique purchaser-only review and rating system. Unlike marketplaces with pre-sale reviews by interested parties, qualified purchaser-only reviews have proven effective in other successful markets. You may use the reviews and ratings to help evaluate Product(s) you wish to market or advertise, or to decide whether to continue to market or advertise a Product. You are not required or obligated to market or advertise any Product and should evaluate all factors you deem important. You understand and agree that DealGuardian is not responsible for the contents, accuracy, quality, usefulness, or any other aspects of any Product, or any Supplementary Products.
You understand and agree that you are solely responsible for any costs associated with marketing, advertising, or mailing, including any marketing materials you choose to develop, regardless of whether your marketing or advertising efforts results in sales or not. Moreover, DealGuardian does not provide any legal advice or review of your advertisements and you are solely responsible for the content of your marketing and advertising efforts.
Use Only Respectful Promotion Practices:
You agree that you will not use any marketing or advertising materials which contain any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution, or which are defamatory.
Moreover, you agree that your advertisements and/or promotions will accurately represent the Product(s), without hyping or exaggerating the contents, benefits or features. You must represent the Product(s) in a truthful manner.
You further agree that, in connection with Products in the DealGuardian Marketplace, you will not use any marketing or advertising methods that include illegal methods including unsolicited email or SMS, false or misleading advertisements or any advertisement which makes any claim that is not permitted about earnings or other aspects of a Product, or other violates any law, regulation, rule, or guideline of the Federal Trade Commission (“FTC”), the Federal Communications Commission ("FCC"), or similar regulatory body. You agree to fully comply with the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and any applicable state laws regarding anti-spam, text messages and/or Do-Not-Call Registries. You also agree that you will not fail to include any statement or disclaimer that is required to prevent your marketing or advertising from being false or misleading.
You understand and agree that your marketing and advertising efforts may not state or suggest that you are in fact DealGuardian, or representing DealGuardian or endorsed by DealGuardian in any way. Your marketing and advertising will not contain or utilize the DealGuardian Content (as defined herein) except as expressly permitted.
DealGuardian does not allow and you agree not to promote, market, or advertise any Products or utilizing advertisements that are pornographic in nature, or which pertain to gambling or gambling methods, “get-rich quick” schemes, pyramid schemes, multi-level marketing (MLM), franchise or business opportunities (as defined under the FTC’s biz-op rule (codified at 16 C.F.R. Part 437). You may not combine your advertising for Products on the DealGuardian Marketplace with advertising for any such non-permitted products (including products not on the DealGuardian Marketplace).
DealGuardian does not permit and you agree not to tailor or direct any marketing or advertising for any Product to children under the age of 13.
If you use any marketing or advertising materials provided for Affiliates use by an Author (“Affiliate Advertising Materials”), you agree to use such Affiliate Advertising Materials in the manner and for the purpose provided and not to other utilize anyone’s (including an Author hereunder) trademarks, graphics, or other content for other purposes without permission, whether or nor in connection with your marketing and advertising of Product(s) in the DealGuardian Marketplace.
You agree not to state, or imply any guarantee or warranty about the Product or a refund period other than what is expressly provided through the DealGuardian Marketplace. Marketing or advertising that provides, states, or implies any additional guarantee or warranty is expressly prohibited. DealGuardian may terminate any Affiliate or JV Broker who violates this provision.
You understand that DealGuardian will use commercially reasonable efforts to track purchases so as to accurately account for Affiliate or JV Broker commissions. Tracking codes, cookies, and/or similar technological means will be used where appropriate. When a potential purchaser views and/or responds to your advertisement, which includes your DealGuardian Affiliate information, any resulting sale will be credited to your account. DealGuardian does not permit and you agree not to use any click jacking, cookie stuffing or other technological means of altering a DealGuardian visitor’s cookies in any way to obtain commissions or credit for sales for which you would otherwise not be entitled. DealGuardian reserves the right to determine who receives an Affiliate commission for any particular sale. DealGuardian also reserves the right to terminate, without notice, any Affiliate or JV Broker, who in DealGuardian’s sole determination, has unacceptable manipulated the tracking of purchases or commissions.
Authors (and DealGuardian) can block affiliates with a large history of refunded transaction, low quality traffic, etc. Moreover, you must apply in advance as an affiliate or JV Broker for whatever product you want to promote.
It's your responsibility to select the right products to promote from our marketplace. Use the available statistics (product refund ratios, customer reviews, etc) to determine which products are worth promoting.
Use only respectful promotion practices (no spamming, no cookie stuffing, etc.), and don't exaggerate or hype the product beyond its truthful characteristics.
5. Amount of Commission to be Paid on Product Sales
In exchange for their efforts in marketing and advertising Products available in the DealGuardian Marketplace, Affiliates will earn a commission determined as a percentage of the Sales Price of any Product (“Affiliate Commission”) for sales resulting from those marketing and advertising efforts. Similarly, where authorized, JV Brokers will earn a percentage of sales (“JV Broker Commission”) for their efforts in recruiting Affiliates. Payment of all Commissions is subject to the DealGuardian Marketplace Practices described herein.
An Author can set the Affiliate Commission for any Product(s) from 0% to 100%, and any JV Broker Commission from 0% to 100%. The only restriction is that the sum of the Affiliate Commission and the JV Broker Commission must be 100% or less. Proceeds of the sales for each Product shall be paid as follows: DealGuardian fees shall be deducted from the gross Sales Price, and the Affiliate Commission, and JV Broker Commission shall be based on the resulting net Sales Proceeds. Any remaining balance after the Affiliate and JV Broker Commissions are paid will be paid to the Product Author.
You understand that where an Author markets and advertises their own Product, they will be entitled to all proceeds (i.e. the gross Product Sales Price less the DealGuardian fees) from sales resulting from their own marketing and advertising efforts.
DealGuardian reserves the right to determine and alter the Commission structure on a Marketplace-wide basis, or to allow Authors to select the Commission structure on their Products, or on a product-by-product basis. You will be notified if the Commission to be paid to Affiliates and/or JV Brokers changes on any Product(s) for which you are an Affiliate or JV Broker.
DealGuardian uses a cookie system to determine which Affiliate and/or JV Broker (if any) referred the sale, and is entitled to a Commission. DealGuardian’s Affiliate cookies and JV Broker cookies are all valid for 30 days, except where overwritten as described below.
Last Affiliate Cookie Gets the Sale, First JV Broker Cookie Gets the Affiliate Referral:
Affiliate Commissions are based on a "last Affiliate cookie gets the sale" basis. That means that Affiliate cookies are overwritten. JV Broker cookies are not overwritten. The following example demonstrates the DealGuardian cookie system:
If a prospect clicks on Affiliate #1's link he will receive Affiliate #1’s cookie. If the prospect buys the Product while the cookie is still valid and before it has been overwritten, Affiliate #1 will receive a Commission for that sale. If prior to purchasing, the prospect clicks on Affiliate #2's link, the prospects affiliate cookie will be overwritten and if the purchaser buy the Product while Affiliate #2’s cookie is still valid, Affiliate #2 will receive a Commission for that sale. Conversely, JV Broker cookies are based on a "first JV Broker cookie gets the affiliate referral" basis. That means that JV Broker cookies are not overwritten. If an prospective Affiliate clicks on JV Broker #1's link, he will receive a cookie. Even if the prospective Affiliate clicks on JV Broker #2's link before finally registering as an Affiliate for that Product, JV Broker #1 will be tracked as the Affiliate referral.
Affiliates and JV Brokers are paid a Commission for their promotion efforts. The Author of the Product determines the Commission structure for that Product.
The proceeds that remain after paying the Affiliate Commissions, JV Broker Commissions and DealGuardian fees are paid to the Author.
DealGuardian uses a simple cookie system to track Affiliate and JV Broker commissions.
6. Secure Author Access and Communication
Upon registration as a User/Author/Affiliate/JV Broker, you will receive a DealGuardian ID and password and/or secure access to login as a DealGuardian User/Author/Affiliate/JV Broker, from which you can access the Author/Affiliate/JV Broker resources (e.g. the ability to create new enter a new Product, create Sales Pages, accept affiliates, track sales and other history, see reviews of your Product(s), and the like). Except as otherwise agreed or permitted by DealGuardian in writing, you may not share or transfer your ID and secure password or access to the DealGuardian system in any way or with any one. You are solely responsible for maintaining the confidentiality of your DealGuardian ID and password and for any activity in connection with your account.
DealGuardian will communicate with Users/Authors/Affiliates/JV Brokers in two principal ways: “Electronic Communication” include Phone notifications, Email and Messages. Messages will be posted and accessible via the Inbox or Message Center of your DealGuardian Dashboard. Each time you log in to the DealGuardian Marketplace through your Dashboard you will be informed of unread Messages. Certain Electronic Communications will be sent as Email to the email address you used to register as a User/Buyer/Author/Affiliate/JV Broker. It is your responsibility to log in regularly to your DealGuardian Dashboard to receive Messages. It is also your responsibility to keep your primary email address up to date so that DealGuardian can communicate with you via Email. You understand and agree that if DealGuardian sends you an Electronic Communication but you do not receive it because you do not log in to your Dashboard or your primary email address on file is incorrect, out of date, full, or our Email is directed to a trash or spam filter, or you are otherwise unable to receive Email or Messages, the Electronic Communication will be deemed to have been provided to you.
You can update your primary email address or other contact information at any time by logging into the your DealGuardian Author Dashboard. If your email address becomes invalid such that Emails sent to you from DealGuardian are returned, we may deem your Account to be inactive, and your status as a Author may be suspended or placed on hold until we receive a valid, working primary email address from you.
Within your DealGuardian account, you can browse to the "Notifications" page to specify which Electronic Communications /Notifications you want to receive from the system (e.g. by toggling ON/OFF for that Communication/Notification).
Your login access is individual and private, and it's your responsibility to keep it that way.
You may receive email, phone or system notifications from DealGuardian, but you can configure your account to decide what specific types of notifications you’d like to receive.
Contents of Sales Pages:
The Author is responsible for the content of the Product sales page (“Sales Page”). You, the Author, agree to provide all content to DealGuardian in the permitted or required format(s) as determined by DealGuardian and/or to upload such content in the permitted or required format(s) in your Author Dashboard. As an Affiliate/JV Broker, you have no direct access or rights to alter any Sales Page.
You understand and agree that the sales page ("Sales Page”) promoting the Content and/or Products on the Marketplace will be hosted by DealGuardian on DealGuardian’s servers. You acknowledge that you may not mirror, duplicate, iframe, or otherwise create a remote copy or image of the Sales Page for hosting elsewhere.
DealGuardian will make the Sales Pages in the Marketplace available on the Internet, and shall use commercially reasonable efforts to maintain the availability (i.e. uptime) of such Sales Pages for the consuming public. However, no guarantees of uptime are made. DealGuardian does not own or control the Internet and shall have no responsibility or liability for any time(s) the Marketplace or specific Sale Pages are not accessible (i.e. “downtime”), even if your marketing and/or advertising efforts, product sales, or Commissions are disrupted as a result of such downtime, and even if the downtime is a result of DealGuardian’s error or negligence.
Claims on Sales Pages or Promotions:
Whether you are acting as a Author, Affiliate, or JV Broker for a Product, DealGuardian strictly prohibits any false or misleading claims in Product(s), Sales Pages, or in advertisements including your sales copy or other marketing or advertising materials related to Product(s) on the DealGuardian Marketplace, including any Affiliate Advertising Materials. For example, you may not and agree not to:
DealGuardian has the right to remove or edit any and all such Content, Product(s), or other material which are believed in DealGuardian’s sole discretion to violate any advertising law, or any guideline, rule, or regulation of the U.S. Federal Trade Commission (“FTC”) or similar regulatory body. DealGuardian may remove or edit such content immediately with out notice, but reserves the right to notify the Author prior to, or after such removal to allow modification or correction by the Author. Violations may result in termination of your Content Manager/Affiliate/JV Broker status, and even loss of Commissions if your acts result in DealGuardian having to issue corrective notices or refunds, or take other action directly or indirectly as a result of your actions.
Grant of License:
In consideration of your application for and/or being accepted as an Author, you hereby grant DealGuardian a perpetual, irrevocable, worldwide, royalty-free license to all content in, on, or included with any Sales Pages you provide for Products you submit to the Marketplace, not limited to the copyrights, trademarks, and trade dress therein. Moreover, the license rights include DealGuardian’s right to sell or resell the Product(s) you submit to the DealGuardian Marketplace. For the sake of clarity, the license is limited in that you continue to own all rights to your material; however, you grant to DealGuardian all rights useful or necessary for using, copying, hosting, serving, displaying, advertising, reviewing, marketing, and/or selling the Product, the Sales Page, and the Marketplace, including the right to make derivative works for such purposes.
No Malicious Content:
You agree that you will not provide or upload any code or content that is malicious, deleterious, harmful, or abusive (“Harmful Code”) of any of DealGuardian’s servers, computers, processors, data, or bandwidth, or those of its suppliers, customers, partners or business affiliates, service providers, other Authors, Affiliates, or JV Brokers. You agree to use all due diligence to ensure any Content, Product(s), material or code you upload to DealGuardian or provide through the DealGuardian Marketplace is free of such Harmful Code. You assume all responsibility for any and all harm or damages, direct or indirect, that results from any such Harmful Code that is uploaded to your Sales Pages, Affiliate Advertising Materials or otherwise provided to DealGuardian through use of your DealGuardian ID and Password or via secure access to your DealGuardian Dashboard.
Product Reviews and Ratings:
As a Author, you understand and agree that purchasers will be able to leave reviews of your Product(s) and such reviews will be visible to potential buyers of your Product(s). Reviews may appear on or in connection with your Sales Page(s) and potential buyers may also be able to view your history or track record as a Author, for example as a “Author History”) on the Marketplace.
It is DealGuardian’s intention that such Author History will be cumulative and may include purchaser reviews of all your Products (“Purchaser Reviews”), purchaser ratings of your Products (“Ratings”), pricing, customer service, support or the like, in DealGuardian’s discretion. DealGuardian Purchaser Reviews may only be left by purchasers of your Product(s). DealGuardian will use commercially reasonable efforts to ensure that only bona fide or verified purchasers are able to leave Purchaser Reviews. As a result, DealGuardian believes the Marketplace will be very efficient at identifying Authors who consistently deliver quality Products, as well as those who underperform or deliver Product(s) that do not satisfy the market.
You agree that all such Author History including the Purchaser Reviews and Ratings, is vital to the Marketplace and that you will not request that the Author History be removed from the Marketplace or elsewhere on the Internet, nor attempt to hold DealGuardian liable for failure to remove the Author History. Moreover, you understand and agree that even if you cease to participate as an Author, DealGuardian will not remove your Sales Page any Author History and Purchaser Reviews and Ratings associated with your prior participation as an Author on the DealGuardian Marketplace. You further and forever waive any and all rights, claims, actions, causes of action, damages, or the like arising from or in any way related to the presence, use, display or dissemination of the Author History or the Purchaser Reviews and Ratings on the Marketplace, or the Internet. You agree not to circumvent or avoid any Author History, for example by registering multiple Author accounts for the DealGuardian Marketplace, and you understand that DealGuardian reserves the right to discontinue your Author status to avoid abuse of this policy. Finally, you agree not to buy any Product(s) (either your own or anyone else's) with the main intention of posting positive Reviews or Ratings, or to influence or artificially inflate the overall rating of a Product.
As a Author/Affiliate/JV Broker you understand that favorable reviews may make a product more popular, and weaker or less favorable reviews may result in reduced sales and lower Commissions. You also agree that such Product reviews and ratings are vital to maintaining and improving the quality of Products and the Marketplace. DealGuardian reserves the right to stop offering any Product for sale at any time in its sole discretion, based upon poor Customer Reviews and Ratings, high refund rates, or other factors. Even if you provided that Product and/or were successfully selling that Product or earning Commissions from that Product, you understand that DealGuardian alone will determine which Product(s) shall remain for sale in the Marketplace. You expressly agree that you and all Authors, Affiliates, and JV Brokers will be helped, and not be harmed by DealGuardian’s efforts at maintaining and/or improving quality of the Marketplace. You further and forever waive and agree to forego any and all rights, claims, demands, actions, causes of action, or the like which you may have or accrue, as well as any associated costs, damages, lost profits, expenses or the like arising directly or indirectly from or in any way related to DealGuardian exercising its discretion in removing any Product(s) from the Marketplace.
Your Product Sales Page(s) must describe accurately the nature and contents of the Product(s). DealGuardian can edit/remove any Product or its Contents at any time in its sole discretion.
Customers will rate and/or review your Product and such ratings/reviews, along with the Product statistics (sales, refunds, etc) will be public for everyone to see.
8. Refund policy, processing fees, payouts and fund reserve periods.
Product refund policy:
All products offered via the DealGuardian Marketplace will be subject to a Money-Back Guarantee, which can be of 7 days, 14 days, 30 days or 60 days, depending on the product Author's desired configuration for that particular product (the exact money back guarantee period for each specific product is clearly stated in the order checkout page). It is DealGuardian’s position that the strength of the "Purchaser Review" and Ratings, combined with the relatively low cost digital Products (e.g. under US$99.00) offered, and other policies allow our allowed money-back guarantee periods (7 days, 14 days, 30 days or 60 days) to be more than ample to protect both purchasers and Authors. Limiting the return period will allow faster payment to Authors and their affiliates and minimize the problem of "Serial Refunders" that plague other digital marketplaces.
As a Author, you agree that once placed in the DealGuardian Marketplace, sales of your Product will be subject to a money-back guarantee from DealGuardian. This money back guarantee can be of 7 days, 14 days, 30 days or 60 days (your choice as the product Author). Notwithstanding the foregoing, nothing in this Agreement is intended to prevent or coerce a Author from standing behind its own Product or issuing its own separate independent resolution with a Product purchaser outside of DealGuardian.
Consistent with DealGuardian’s Guarantee, Purchasers are entitled to a refund period which, as stated above, can be of 7 days, 14 days, 30 days or 60 days, depending on the product Author's desired configuration for that particular product (the exact money back guarantee period for each specific product is clearly stated in the order checkout page). Limiting the return period will allow faster payment to Authors, Affiliates, and JV Brokers and minimize the problem of "serial refunders" that plague digital marketplaces. No other refunds, credits, exchanges or cancellations are available. Any refunds that are requested for a Product sale for which you have been credited as a Content Provide, Affiliate, or JV Broker will immediately be deducted from your DealGuardian Credits Account.
Moreover, you understand that all purchases by Authors related to the listing or promotion of Products in the DealGuardian Marketplace are final and nonrefundable. There are no refunds, no exchanges, and no cancellations under any circumstances for these services. To be clear, you are entitled to a refund on the purchase of Products from other Authors (as any DealGuardian purchaser is), but no refunds will be issued for advertising fees, ‘bumps’ of your Product listings or other expenditures related to Products in the Marketplace.
Buyers, Authors, Affiliates or JV Brokers with a high refund history may be banned from purchasing, selling or promoting products again from the Marketplace.
When a refund is executed, the system will reverse the original sale transaction from all accounts involved in that specific transaction: the vendor, the affiliate, the JV broker and the DealGuardian transaction fee. However, if for whatever reason the funds from the affiliate and/or the JV broker accounts cannot be retrieved, the system will withdraw their portions of the transaction from the vendor's account. The vendor is ultimately responsible for that sale, so if the system cannot withdraw the funds from the affiliate and/or JV broker accounts, the vendor will also be responsible of refunding their portions of the sale.
DealGuardian may occasionally and its sole discretion decide to grant a refund beyond the product moneyback guarantee period.
Quality & Metrics:
On Authors: Consistent with the purpose of Purchaser Reviews and Ratings and the Author History, DealGuardian will implement, at its discretion, policies based on the Purchaser Reviews and Ratings and Author History. DealGuardian will establish from time to time, at its discretion, minimum quality standards (“Quality Standard”) for Products and/or Authors. Such Quality Standards may factor in any one or more of Purchaser Reviews and Ratings (e.g. average rating, number of negative reviews, ratio of positive to negative reviews) number of refunds, refund rate, and other measures of quality in DealGuardian’s sole discretion. You understand and agree that such Quality Standards will improve the Marketplace for all Authors, Affiliates, and JV Brokers and that it is your responsibility to monitor your Product’s quality and maintain it at acceptable levels. You understand and agree that if your Product fails to satisfy the Quality Standards, DealGuardian may remove the Product from the Marketplace without further notice. As stated above, in the event that a Product is removed from the Marketplace, DealGuardian reserves the right to keep the Sales Page for that Product (including any negative reviews) publicly available.
On Affiliates & JV Brokers: DealGuardian offers a unique platform for Authors and wants Authors to have the opportunity to work with the very best and most professional Affiliates and JV Brokers. DealGuardian will maintain metrics on Affiliate performance and these metrics will be made available to Authors. The metrics may include the amount of traffic driven to a particular product offerings in the DealGuardian Marketplace, the amount of sales generated, and any useful related statistics for each Affiliate and/or JV Broker.
Other parameters may be measured and included such as refund rates, fraud issues, complaints, and responsiveness. Some of the metrics may include subjective aspects. For example, Authors may be able to submit directly to DealGuardian subjective ratings or reviews on Affiliates which may or may not be shared with you as an Affiliate. Authors who feel they have had a bad experience with an Affiliate or JV Broker can refuse to work with that Affiliate or JV Brokers in the future, and may recommend that that Affiliate or JV Brokers should not be used at DealGuardian. DealGuardian reserves the right to terminate any Affiliate or JV Broker who receives more than a pre-determined amount of such recommendations.
Your application for Author/Affiliate/JV Broker status constitutes your agreement and permission for DealGuardian to maintain and share these metrics both internally, as well as with others where DealGuardian deems appropriate or useful, including with its Authors. You also understand and agree that to maintain the quality of DealGuardian and the DealGuardian Marketplace for its Authors, DealGuardian has the absolute right to terminate any Affiliate or JV Broker based on Author recommendations, or any other reason.
Payment Processing and processing fees:
To facilitate the Marketplace, DealGuardian has negotiated favorable payment processing rates and will process all payments for all Product purchases made through the DealGuardian Marketplace. You understand that this will allow DealGuardian to avoid many of the problems with payment processors used on other digital sales forums who have suspended accounts without notice, held processed fees for inordinate periods and otherwise caused problems for Authors.
Thus, you expressly grant permission to DealGuardian to sell your Products, and to process payments received from the sale of your Product(s) in the Marketplace, and agree to pay the assigned transaction or processing fees (“DealGuardian fees”) in exchange for the services provided by DealGuardian.
Currently, the DealGuardian fees are as follows:
Basically, DealGuardian favors high quality products by offering cheaper processing fees, and penalizes low quality products with higher processing fees. That way, the entire DealGuardian Marketplace pushes toward high quality products.
These DealGuardian fees can be changed at any time, although Authors will be notified.
DealGuardian reserves the right to select one or more criteria or performance data from the Marketplace for determining the DealGuardian fees charged to any Author, and to periodically review and revise the processing fees. DealGuardian fees charged to any Author may thus vary over time, based on the metrics derived from the Marketplace. Preferred DealGuardian fees will be reserved for those Authors with the best reviews, highest ratings, lowest refunds rates and the like.
DealGuardian will inform each Author of the processing fees that Author will be charged. Such processing fees will be maintained until such time as a new processing fees are implemented which will only occur after 30 days written notice from DealGuardian.
Withdrawal of Payments:
Except as provided below for First Affiliate Sale Reserve, High-Volume Sales, or Fraud Investigation Reserve, there is a reserve period on all funds derived from sales equal to the money-back guarantee period for that particular product plus 3 extra days. As a result, about 3 days after the refund period has finally expired, you may withdraw your profits at your convenience. No sale will be cleared out, and thus you will not be able to cash any revenue out of the system, before this reserve period expires.
NOTE: To improve security and protect our Affiliates and JV Managers, DealGuardian will typically require additional information or identification before authorizing any withdraws from your account. In the event that such information or identification is not provided in a timely fashion to DealGuardian when requested, fund withdrawals may be denied, or delayed, i.e. the times provided herein for withdrawal of funds are not guaranteed. DealGuardian will not be responsible for any loss of funds, fraudulent transfers. or the like, should you opt out of providing needed information to verify a withdrawal.
Currently, users can receive payments via PayPal, bank wire and check, and DealGuardian is constantly working to offer new payment methods. In order to withdraw your funds, and always assuming the reserve period has gone by, users would simply log into their account console and submit a payment request. A payment processing fee may be charged depending on which withdrawal method you choose. You can find the exact fees within your DealGuardian Account. Fees, where applicable, will be charged on each payment request you submit.
DealGuardian usually processes your payment requests within a week.
Affiliate First-Sale Exception:
Affiliates will not receive Commission from their very first sale for each Product they promote. This is to prevent the incentive for Affiliate ‘fraud’ where an Affiliate plays the system by granting themselves an instant discount (in the form of their Affiliate Commission) by purchasing a Product through their own Affiliate link. DealGuardian wants professional Affiliates who provide a legitimate service to the Authors, and their own customers, in addition to DealGuardian. From the second sale onwards, Affiliate Commissions will be registered as usual. If you believe that, as an Affiliate, you will only generate one sale per Product promoted, you must not sign up as an Affiliate.
However, in the event of any unusual activity, a transaction volume spike or any specific transaction triggering our security filters, DealGuardian reserves the right to hold credits beyond the standard 10-day period subject to DealGuardian’s manual investigation of the account's recent activity. This generally will only take a few days, however DealGuardian reserves the right to reasonably extend the reserve period for a time sufficient to resolve its questions about unusual activity to its own satisfaction.
Extended reserve periods due to High-Volume Sales and unusual account activity:
DealGuardian endeavors to keep its reserves/holdback of processed payments as low as possible, and to generally release funds to Authors/Affiliates/JV Brokers within 10 days from the sale.
However, in the event of any unusual activity, a transaction volume spike or any specific transaction triggering our security filters, DealGuardian reserves the right to hold the credits beyond the standard 10- day period until a system administrator manually investigates the account's recent activity. This usually shouldn't take more than a few days.
Fraud Investigation Reserve Period:
If DealGuardian or one of DealGuardian’s service providers (e.g. an upstream payment processors) becomes aware of actual fraud, or suspected fraud in connection with any purchase or group of purchases related to your account, DealGuardian reserves the right to require a fraud investigation. If such an investigation is required, any and all earnings/Commissions earned on any basis may be temporarily held pending the investigation, whether or not connected to the actual or suspected fraud. DealGuardian will use commercially reasonable efforts to have the fewest potential earnings/Commissions held, based on its review of its risk. Such fraud may be in connection with credit cards, traffic, tracking, or some other basis.
If a fraud investigation is initiated, the Author/Affiliate/JV Broker may be asked to provide additional information. You agree to cooperate with any such fraud investigation in a reasonable manner. You will be informed of the results of the investigation, and a full accounting will be provided regarding your account and any earnings/Commissions due.
Any Author/Affiliate/JV Broker who has actual or suspected fraudulent activity associated with one or more otherwise creditable or Commission-earning sales should not assume that DealGuardian suspects them of fraud. Stolen credit cards, fake credit cards, and other scams are prevalent on the Internet and such activity may have nothing to do with the Author/Affiliate/JV Broker. Nonetheless, you understand and agree that you cannot be paid for an otherwise creditable or Commission-earning sale, where DealGuardian will not be paid. Moreover, DealGuardian will comply with all legal requirements and will report all such activities to authorities as appropriate. If an Author/Affiliate/JV Broker is believed to be directly or indirectly involved with fraudulent activity or attempted fraudulent activity in connection with the DealGuardian Marketplace, DealGuardian will pursue all available legal action against the Author/Affiliate/JV Broker. In such circumstances, you agree that you will forfeit any balance in your account, and that DealGuardian may use any such funds to partially or fully defray its costs of its investigation and any subsequent action, including legal fees and costs.
Automatic Rebilling (ARB) payments:
DealGuardian has discovered certain anomalies in e.g. Paypal or Authorize.net with respect to automatic rebilling. In some cases termination of a customer’s ARB payment occurs, yet the customer retains access to products until you manually remove them. Your failure to monitor rebilling may result in loss of expected revenue. You understand and agree that you are responsible for periodically monitoring all recurring payments (e.g. automatically rebilled products or subscriptions) in your DealGuardian account to ensure their accuracy. DealGuardian recommends at least monthly auditing of your customers’ subscriptions to identify any customers with active accounts for recurring subscriptions that show no rebilling and no cancellation. Moreover, this problem is only observed occasionally, so you must routinely perform this audit if you offer subscriptions to your customers, even if you have not previously observed a problem. This problem arises as a result of issues with the payment processors and not issues with DealGuardian, and accordingly, DealGuardian ASSUMES NO RISK FOR ANY REBILLING ERRORS including those from Paypal or Authorize.net.
There is a mandatory money back guarantee on all products sold through DealGuardian, which can be of 7 days, 14 days, 30 days or 60 days, depending on the product Author's desired configuration for that particular product.
Processing fees: 4.95% + $0.30 for products with customer ratings of 3.5 stars (or higher) out of 5, or 7.50% + $0.95 for products with customer reviews under 3.5 stars out of 5.
Funds generated from Author, Affiliate or JV Broker sales will be released about 3 days after the refund period has expired. So, once those funds are indeed released, you may withdraw your profits.
If there's any unusual activity detected on your account, or if our security filters are triggered, the reserve period may be increased while an administrator reviews the account's recent activity.
Users can cash out their profits via PayPal, bank wire and check. These payment requests are usually executed within a week.
9. Relationship With DealGuardian.
You understand and agree that by becoming a User/Buyer/Author/Affiliate/JV Broker, no legal partnership, joint venture, or agency relationship is created between you and DealGuardian. Neither you nor DealGuardian is a partner, a joint venturer, an agent or has any authority to obligate or bind the other. You may not to represent otherwise. As an Author, you understand that you are allowing DealGuardian to sell the Product(s)/Content you place in the Marketplace. DealGuardian is a licensee or at most a distributor of your Product(s)/Content.
10. Intellectual Property
Copyright and other intellectual property laws protect the DealGuardian Marketplace, website and content (“DealGuardian Content”) thereon. DealGuardian retains all right, title and interest in and to the DealGuardian Content, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any DealGuardian intellectual property, including the technology related to the DealGuardian Marketplace and Services. Any and all technology and any content created or derived from any of the foregoing is the exclusive property of DealGuardian.
You agree to abide by and maintain all notices, license information, and restrictions contained herein. Unless expressly permitted herein or otherwise permitted in a separate agreement with DealGuardian, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the foregoing, in whole or in part.
"DealGuardian", "DealGuardian Marketplace", and all logos related to the DealGuardian Services are trademarks or registered trademarks of DealGuardian. Except as provided herein or in an Affiliate Agreement, you may not copy, imitate or use them without DealGuardian's prior written consent. All page designs, headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of DealGuardian. You may not copy, imitate, or use them without our prior written consent.
DealGuardian may provide HTML logos, ads, and other affiliate content or tools or affiliate programs (collectively “Marketing Materials”) for your use without prior written consent for the purpose of directing web traffic to the DealGuardian Marketplace, or Services, or to specific Product Sales Pages. You may not alter, modify or change these Marketing Materials in any way, or use them for commentary or in any other manner that is disparaging to DealGuardian or the Marketplace. You may not display them or use them in any manner that implies any sponsorship or endorsement from or by DealGuardian.
You may not and agree not to decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the DealGuardian Marketplace, Content or Services. You agree not to use your status as a Author/Affiliate/JV Broker or your access to DealGuardian systems, Marketplace, Content, or Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so.
You agree to only use the DealGuardian Marketplace, Content, or Services for authorized purposes. You further agree not to exploit the DealGuardian Marketplace, Content, or Services provided to you as a Author/Affiliate/JV Broker in any unauthorized way, including but not limited to, by trespass, or burdening network capacity.
DealGuardian owns all of its copyrights and trademarks, so don't use (or abuse!) our brand or our technology without our written consent.
11. Confidentiality and Nondisclosure.
You agree that any details or information about DealGuardian, the DealGuardian Marketplace, or the Services disclosed by DealGuardian to you in connection with the Marketplace or Services or your role as a Author/Affiliate/JV Broker will be considered and referred to as “DealGuardian Confidential Information”. Notwithstanding the foregoing, DealGuardian Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by DealGuardian, (iii) information that is independently developed by you without the use of any DealGuardian Confidential Information, or (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation.
Nondisclosure and Nonuse:
Unless otherwise expressly agreed or permitted in writing by DealGuardian, you agree not to disclose, publish, or disseminate any DealGuardian Confidential Information to anyone other than your employees and contractors working for the same entity as you and then only to the extent reasonably required and provided that this Agreement does not otherwise prohibit such disclosure.
Except for your authorized purposes as an Author/Affiliate/JV Broker or as otherwise expressly agreed or permitted by DealGuardian in writing, you agree not to use DealGuardian Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of DealGuardian Confidential Information. You acknowledge that unauthorized disclosure or use of DealGuardian Confidential Information could cause irreparable harm and significant injury to DealGuardian that may be difficult to ascertain or quantify. Accordingly, you agree that DealGuardian will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have.
If you are required by law, regulation or a valid binding order of a court of competent jurisdiction to disclose DealGuardian Confidential Information, you may make such disclosure, but only if you have provided DealGuardian ample notice of such requirement, such that DealGuardian can seek to limit the disclosure and/or seek confidential, protective treatment of such information.
Any communication between DealGuardian and the end user is confidential and should not be disclosed.
DealGuardian reserves the right, at its discretion, to modify this Agreement, including with new terms, rules, policies, and conditions (“Additional Terms”). Any such Additional Terms are hereby incorporated into this Agreement by this reference and your continued status a User/Buyer/Author/Affiliate/JV Broker and use of the DealGuardian Marketplace or Service will indicate your acceptance of any Additional Terms.
13. Representations and Warranties
You represent and warrant that:
A. You have read this Agreement in its entirety and will abide by its terms;
B. You will not, and/or your Product(s), Sales Page(s), and/or marketing or advertising do not and will not, directly or indirectly:
(i) violate any applicable laws, regulations, rules, or guidelines, including those of FTC or other regulatory body, or any industry standards of self-government including those of the Direct Marketing Association;
(ii) disrupt, attack, interfere with, or cause delay or damage to the DealGuardian Marketplace or Services or any data contained therein;
(iii) attempt to gain unauthorized access to the DealGuardian Site, Content, or Services, or to any other Author’s/ Affiliate’s/ JV Broker’s DealGuardian Credits Account or Dashboard; or any data contained therein;
(iv) attempt to: (a) withdraw funds from DealGuardian to which you are not entitled, (b) divert another’s earnings/Commissions to your DealGuardian Credits Account, (c) have a credit card transaction used in the DealGuardian Marketplace without proper authorization of the card holder, or (d) engage in fraud in connection with the DealGuardian Marketplace;
(v) mirror, duplicate, iframe or otherwise copy any Product(s), Sales Page(s), DealGuardian Content, or portion thereof, or any part of the DealGuardian Services; or make public any nonpublic portion thereof;
(vi) reverse engineer the DealGuardian Services, or attempt to derive its source materials;
(vii) infringe any IP rights in any jurisdiction;
(viii) violate the right of privacy or publicity, or the moral rights of any person;
(ix) contain any defamatory, obscene, indecent or otherwise unlawful material, or otherwise contravene any person’s rights; or
(x) violate DealGuardian's published Polices including its Anti-Spam or Privacy Policies.
You agree to indemnify, defend, and hold harmless DealGuardian, its related parties and affiliates, and their respective directors, officers, employees and agents from and against any and all claims, demands, suits, losses, damages, costs, fees, and expenses resulting from or arising, directly or indirectly, out of your negligence, willful misconduct, breach of any provision or representation or warranty of this Agreement, or any violation of any law or regulation in connection therewith. For the purpose of clarity, such actions include regulatory enforcement actions.
Upon receiving notice of a claim or action for which DealGuardian is entitled to indemnification under this Section, DealGuardian shall:
(a) promptly notify you in writing of the claim or action against which indemnification is sought under this Section;
(b) provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense (provided DealGuardian shall have the right to be represented separately by counsel of its own choosing at its own expense);
(c) cooperate with you (at your reasonable expense) in the investigation and defense of such claim or action: and
(d) not settle or compromise such action or claim without your prior written consent.
Notwithstanding the foregoing, you are not authorized to and may not agree to any settlement that involves an admission or finding of liability or wrongdoing by DealGuardian or imposes any duty or obligation on DealGuardian.
You are responsible for your actions that result in demands or claims such as takedown notices or copyright infringement claims under the Digital Millennium Copyright Act (“DMCA”), as well as other actions (responding to regulatory requests, and the like) that DealGuardian may need to directly attend to. You agree that DealGuardian may, at its own discretion, and where possible, deduct its reasonable costs and expenses directly from your account from monies payable to you by DealGuardian. DealGuardian may also negotiate with you in good faith to deduct the amount due from your future earnings should you not have sufficient monies payable to you at the time DealGuardian seeks restitution. The foregoing in no way limits DealGuardian’s right to seek any other remedies available to it herein or under law to recover its costs and expenses for addressing such demands or claims.
15. Term and Termination.
DealGuardian may terminate or suspend you as a User or Buyer for being a Serial Refunder (defined above) or for instituting a chargeback with a credit card issuer instead of working within DealGuardian’s refund policy. If you have any possibility of wanting a refund, you should refund within the allowed money-back guarantee window for that product.
DealGuardian may terminate or suspend you as an Author/ Affiliate/JV Broker at any time in its sole discretion. If DealGuardian terminates you as an Author/Affiliate/JV Broker, DealGuardian reserves the right to deny any future application to participate as an Author/Affiliate/JV Broker at any time. Common reasons for terminating your account might be, but not limited to, receiving spam complains, misconduct, violating these Terms and Conditions, a high refund and/or chargeback ratios, receiving multiple low ratings and/or poor reviews, etc.
You may terminate your status as an Author/Affiliate/JV Broker at any time, for any reason, by notifying DealGuardian in writing of your intent to do so. Upon any termination or suspension, all rights granted to you hereunder will cease, including your right to access the DealGuardian Dashboard, to create or submit new Products to the Marketplace, and to earn Commissions, or to be compensated via a DealGuardian Credits Account. Any earnings or Commissions in connection with sales completed as of the time of your termination will be credited to your Credits Account, and at the end of the applicable reserve or holding period, your funds will be available for withdrawal/payout. No further sales of your Product(s) will be processed, however, your Sales Page(s) for any Product(s) will be left accessible, including any Purchaser Reviews and Ratings and any History as defined herein.
Upon termination, you agree to destroy any and all DealGuardian Confidential Information that is in your possession or control, and to provide certification of such destruction to DealGuardian upon request. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.
If you are a Buyer or prospective Buyer, depending on where you reside, you are responsible for payment of taxes on certain sales of digital goods over the Internet. DealGuardian will process taxes where it is required to, including state, national, or local sales tax, or value-added taxes (“VAT”). We will charge tax only in states where digital goods are taxable.
Any taxes being collected by DealGuardian will be based on the Sales Price reflected on your invoice at checkout. The total price shown as due will include the price of the Product(s) plus any applicable sales tax. Sales tax will be computed based on your bill-to address, using the sales tax rate (if any) in effect at the time you checkout.
If you are an Author/Affiliate/JV Broker, you may have tax consequences or obligation in connection with your income from sales via the Marketplace, or the payments you make to affiliates, You should consult with your attorney, account or other tax advisor. DealGuardian assumes no responsibility for preparing or filing any paperwork or tax-related documents that you may require.
17. No Warranties Are Made.
DEALGUARDIAN AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “DEALGUARDIAN” FOR PURPOSES HEREIN) MAKE NO PROMISES THAT THE DEALGUARDIAN MARKETPLACE, SERVICES, OR CONTENT (INCLUDING ANY FUNCTIONALITY OR FEATURES THEREOF), OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A Author/AFFILIATE/JV Broker (COLLECTIVELY, THE “DEALGUARDIAN SERVICES” FOR PURPOSES OF THIS SECTION) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE DEALGUARDIAN SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. DEALGUARDIAN DOES NOT GUARANTEE ANY RESULTS OR THAT IT WILL IDENTIY OR CORRECT PROBLEMS OR DEFECTS AS PART OF THE SERVICES, EVEN IF IT KNOWS OF SUCH PROBLEMS OR DEFECTS. DEALGUARDIAN EXPRESSLY DISCLAIMS ANY LIABILITY RELATED THERETO. DEALGUARDIAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATED HERETO. DEALGUARDIAN DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE DEALGUARDIAN SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE DEALGUARDIAN SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST DEALGUARDIAN FOR DISSATISFACTION WITH THE DEALGUARDIAN SERVICES IS TO STOP USING THE SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL DEALGUARDIAN BE LIABLE WITH RESPECT TO THE DEALGUARDIAN SERVICES FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM FAILURE TO DELIVER OR DELAY OF DELIVERY OF SERVICES, OR FAILURE OF THE DEALGUARDIAN MARKETPLACE, OR FROM LOSS OF PROFITS, SALES, DATA, BUSINESS, OPPORTUNITY OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT DEALGUARDIAN HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, DEALGUARDIAN IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, DEALGUARDIAN’S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
DEALGUARDIAN EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO AUTOMATIC REBILLING FAILURES.
19. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. The parties further submit to and waive any objections to personal jurisdiction of and venue in any of the following forums: U.S. District Court for the Southern District of New York, or such other forum in Long Island, New York, as may be appropriate for any disputes arising out of this Agreement.
No delay or failure to take action under this Agreement will constitute a waiver of any right hereunder unless such right is expressly waived in writing, signed by DealGuardian. No single waiver will constitute a continuing or subsequent waiver.
This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of DealGuardian.
If any provision of this Agreement is found to be unenforceable or invalid, to the extent permissible under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon DealGuardian unless made in writing and signed by DealGuardian.
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