Sunday, 22 October 2017 23:35

Pamper Me Network Social Rewards Terms Of Use

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PAMPER ME NETWORK SOCIAL REWARDS TERMS OF USE

BETWEEN

Pamper Me Network Inc (an Ontario Corporation) operating as the Pamper Me Network.

Hereinafter " CORPORATION " or " PMN "

AND:

YOU,

Hereafter "SOCIAL AMBASSADOR" or "USER" or “AFFILIATE” or “AGENT”

1. Business Model Of PMN

a) As a Social Rewards Management, Content Distribution & Sales Lead Generation Company, the CORPORATION facilitates "Performance Marketing Programs" by providing services ("Social Rewards Platform" also known as "Matrix 5.2" or "Social Rewards Technology") marketed by the Pamper Me Network via the Internet. The Corporation leverages this technology to assist individuals and businesses to:

i) Create and manage their fan network;
ii) Reward fans for their support with (advertising revenue share, prizes, jobs, e-commerce revenue share & software licensing revenue share);

> Social rewards payment of $1 for each user registration;
> Social rewards payment of $1 for each user directly referred by YOU.

iii) Automate the process of distributing content, generate sales leads and generate media publicity;
iv) Design, Implement & Deploy online and mobile contests;
v) Reward individuals for sharing content and building their fan network

b) It is understood that the CORPORATION integrates this technology into a series of cloud-based Software As A Service (SaaS) and Joomla-based software solutions sold at price-points determined by the CORPORATION and partners of the CORPORATION.

c) It is understood that the CORPORATION has developed a global network of social media influencers, social ambassadors and, or affiliates whom are rewarded to tell their friends and family about the Social Rewards Platform.

1a) It is understood that social rewards payments of $1 are cash credits assigned to the accounts of websites powered with the Matrix platform and may be redeemed for an equilavent cash component if, and only if, the following apply:

> YOU generate $100 in total earnings;
> All user accounts you refer are verified to be real and free from fraud;
> The owner of user accounts you refer login at least once (for you to fully qualify for cash rewards);
> At least one user you refer every 100 users referred upgrades his/her PMN account to a Social Rewards PRO ($99.99) OR two VIP social rewards licenses priced at $49.99 per year;
> You keep your VIP social rewards license of $49.99 per year in good standing, free from fraudulent activities.
> You understand that if user accounts you directly refer (tier I) and, or create are consistently fraudulent or automated using robots, the Pamper Me Network reserves the right to deny payment and, or disable your social rewards account.

1b. Our Offer To You:
The Corporation offers you (“Social Ambassador”), a non-exclusive right to use the Social Rewards Platform and PMN to publish your content, authorize mobile and Internet sharing of your content, track sharing and response to sharing of your content or the content of other Social Ambassadors and earn rewards as a result of individuals responding to your content and the content of other Social Ambassadors, including a share of advertising, e-commerce, software licensing, membership, consulting and mobile revenues.

1c. What Is A Social Ambassador:
A “Social Ambassador " is a person, entity, affiliate or its agent, operating "Web site(s)" (internet domain, social network account, or a portion of a domain) and/or other promotional methods to share information, digital content and, or drive traffic to a Web site or Web site content powered by the “Social Rewards Platform” or “Matrix 4.0” technology and may earn a share of advertising, e-commerce, software licensing, consulting or membership revenues ("Rewards") for "Transactions" (actions by Visitors as defined by PMN Rewards) or ("Bonuses") or ("Prizes") referred by such Social Ambassador via an action made by a "Visitor" (any person or entity that is not the Social Ambassador or the Social Ambassador's agent) through an Internet connection ("Link") to a Web site or Web site content powered by the Social Rewards Platform from an authorized promotional method used by such Social Ambassador. The Corporation will reward the Social Ambassador, in accordance with this Agreement and the Program Reward specifications.

1d. Participation in PMN.

(a) Acceptance by Corporation. During this Agreement you may apply to PMN Programs for the opportunity to earn Rewards by promoting PMN, PMN Partners, and or content published on websites powered by the Social Rewards Platform in accordance with the Corporation's Program terms and complying with this Agreement. Upon approval by the Corporation for acceptance into its Program, you may display (and remove) Links to PMN's Web site or Web site content in accordance with the Corporation's Program terms and this Agreement. The Corporation's acceptance of you extends only to the entity, or individual, that enters into this Agreement with the CORPORATION.

(b) Program Terms. The details of PMN’s Program shall be available on the PMN website. Transactions qualifying for a Reward are defined by the Corporation.

(c) Additional Terms. Corporation may change any Reward rate at its discretion with no advance notice.

(d) Prohibited Uses of Links.

(i) Locations. You may not place Links in unsolicited email and other types of spam.
(ii) Non-Bona Fide Transactions. You must promote PMN or PMN Rewards such that you do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to PMN or PMN Rewards from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where you or your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Rewards for non-bona fide Transactions.
(iii) Infringement. None of your promotional activities may infringe on the Corporation’s proprietary rights (including but not limited to trademark rights), Corporation’s proprietary rights, or a third party's proprietary rights.

(e) Updating Links. If Links to PMN or PMN Rewards are not dynamically updated through the Social Rewards Platform, upon notification you are obligated to update a PMN or PMN Reward’s Links in order to earn Rewards.

(f) Emails. You hereby understand, acknowledge and accept that PMN, Pamper Me Network, Pamper Me Network systems, Pamper Me Network partners' systems and/or third party systems may and has/have the right granted by you to send emails and other communications to you on behalf of PMN, Pamper Me Network, PMN Rewards, and other Pamper Me Network partners and affiliates, including solicitation and service solicitation emails. You may have the ability to change some of your email settings and preferences.

2. Social Ambassador Obligations to PMN.

(a) Accurate, Up-to-Date Information. You agree to provide PMN and PMN Rewards with accurate information about you to receive payment for services rendered.

(b) Use of Links. You represent and warrant that all promotional means used by you will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that you will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the PMN Program terms and this Agreement, (iii) maintain a privacy policy on your Web site and for any non-Web site based promotional method made available to Visitors, if you operate a website and (iv) designate your Social Ambassador Account as “special” if you promote PMN or PMN Rewards(s) by any means other than displaying a Link to PMN or PMN Rewards on your Web site.

(c) Promotional Methods. You represent and warrant that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications.

(d) Personally Identifiable Information of Visitors. You represent and warrant that you will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow PMN to personally identify Visitors.

(e) Social Ambassador Review. Our network quality department reviews Social Ambassador conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by you through your promotional methods, or that is perpetrated through use of the Social Rewards Platform, is grounds for immediate termination of this Agreement or deactivation of your Account.

(f) Applicable Codes and Code Maintenance. In order for Pamper Me Network to record the tracking of Visitors' Transactions resulting from clicks on Links to PMN Rewards promoted by you, you must include and maintain a PMN or Pamper Me Network “Tracking Code” within the PMN Reward’s or PMN Links. All PMN and PMN Rewards Links and all advertisements ("Ad Content") must be in a Social Rewards Platform compatible format.

(g) Usage and Security of Account. You shall be responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your password (other than through PMN's negligent or willful conduct or omission). You shall provide PMN with prompt written notification of any known or suspected unauthorized use of your Account or breach of the security of your Account.

(h) Usage Instructions. PMN will continually update the PMN websites(s) with instructions on how to use the Social Rewards Platform, continually upgrade the Social Rewards Platform and provide technical support to Social Ambassadors.

3. PMN's Services.

(a) Tracking Transactions and Rewards. PMN shall determine (where possible) actual Rewards that should be credited to your Account. PMN may, in PMN's sole discretion, apply an estimated amount of Rewards, if: (i) you are referring Visitors to PMN as verified by clicks through Links to PMN Tracking Code, (ii) where there is an error in PMN’s transmission of Tracking Code data to PMN, and (iii) where PMN is able to utilize a historical analysis of your promotion of PMN to determine an equitable amount of estimated Rewards.

(b) Charge-backs. PMN may apply, or PMN may apply, a debit to your Account in an amount equal to a Reward previously credited to your Account in circumstances of : (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the PMN; or (v) Social Ambassador failure to comply with PMN’s Program terms or other agreement with PMN ("Charge-back"). Charge-backs may be applied to your Account at any time, including previous payment cycles.

(c) Access to Tracking and Reporting Tools. PMN shall provide you with access to tracking and reporting tools, and to support services. PMN also offer optional services for a fee. Fees for such optional services are at PMN's current published rates or as may be quoted by PMN, and are payable in advance. Tracking detail regarding Visitor Transactions is not available on a real-time basis for all PMN and there may be reporting delays regarding Transactions for some PMN. PMN may make available, for fees that PMN shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Social Rewards Platform.

(d) Support. Support for your program is available by visiting http://www.cashforexperts.com or via email at info at woahmedia dot com .

(e) Facilitating Payment of Rewards. Subject to other provisions in this Agreement, PMN shall credit your Account with a Reward for each qualifying Transaction in accordance with PMN’s Reward rate and Program terms for the relevant Transaction.

(f) Dormant Accounts. If Social Ambassador's Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period (“Dormant Account”), the Corporation reserves the right to close Social Ambassador's account.

(g) Account Ownership. It is understood that each Social Rewards account and social rewards license is the product of the Pamper Me Network, and is licensed to you for a period of one year, assuming you adhere to the terms of this agreement and pay your annual license fee of $49.99 per year. Failure to adhere to the terms of this agreement may result in the Pamper Me Network re-claiming your account and assigning it to another user.

4. Proprietary Rights.

(a) Linking to PMN. You have the right to display and Link to PMN’s Web site or Web site content in accordance with PMN’s Program terms for the limited purposes of promoting the PMN Reward’s Program, your own content published on the Social Rewards Platform, subject to the terms and conditions of this Agreement. As between PMN and Social Ambassador, PMN owns all rights to the database of the individuals you refer to PMN through the Social Rewards Platform.

(b) PMN's Use of your Marks. You authorize PMN to utilize your trademarks, service marks, tradenames, and/or copyrighted material that you provide to PMN through your Social Rewards Platform Account to promote your participation in the Social Rewards Platforms.

(c) Use of PMN's Proprietary Rights. You agree that your use of any PMN Web site (such as UniversalLoveOrder.com) and your use of any PMN trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use that are available from such Web site ("Terms of Use"). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of PMN, unless authorized by the CORPORATION.

(d) Retention of Rights. All proprietary rights of PMN, you, and PMN, and all goodwill arising as a result of such rights, inure to the benefit of such owner.

(e) No Challenge to PMN's/PMN Reward’s Proprietary Rights. You acknowledge that you obtain no proprietary rights in PMN's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge PMN's proprietary rights. You acknowledge that you obtain no proprietary rights in your PMN' proprietary rights, and agree not to challenge such PMN Reward’s proprietary rights.

(f) Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by PMN from such data is the sole and exclusive property of PMN and PMN and is considered PMN's Confidential Information pursuant to this Agreement. PMN and/or its PMN, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to you. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

5. Confidentiality.

(a) Obligations. You or PMN may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, you must destroy or return to PMN any Confidential Information provided by PMN to you under this Agreement.

(b) Provision of Info to PMN/Third Parties. PMN agree not to share your personal information with any third-parties unless required to deliver services powered by the Social Rewards Platform and, or if you complete an online form indicating your desire to receive information from a third-party, such as a promotional offer published on the PMN website.

6. Term, Termination, Deactivation and Notices.

(a) Term. This Agreement shall commence upon your indication that you have accepted this Agreement by providing the required information and ‘clicking through' the submit button on the PMN Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days notice. This Agreement may be terminated immediately upon notice for your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to participate in the Social Rewards Platform and receive the associated benefits.

(b) Termination by PMN. PMN may terminate you, your Web sites, or your ability to use a promotional method, from the PMN Program for breach of our terms of use or a third party's proprietary rights, and/or diluting, tarnishing or blurring PMN’s trademarks, tradenames, and/or service marks, or for your material breach of PMN’s Program terms or of this Agreement.

(c) Breach. Breach of any Section of this Agreement is cause for immediate termination from PMN’s Program and/or termination of this Agreement, and may result in Chargeback of one or more Rewards. PMN may temporarily deactivate or terminate your Account if: (i) you or your agent are responsible for the improper functioning of Ad Content, or if you otherwise interfere with and/or fail to maintain the Tracking Code; (ii) your Account has not been logged into and/or there have been no Transactions credited to your Account for any 30 day period; (iii) you maintain a negative balance in your Account; (iv) PMN determines you are diluting, tarnishing or blurring PMN's proprietary rights; (v) you begin proceedings to challenge PMN's proprietary rights; or (vi) a third party (including a PMN) disputes your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on your Web site, or through any of your promotional means. Upon termination of this Agreement, or in case of deactivation of your Account, you shall no longer accrue Rewards in your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination.

(d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time.

(e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: you, at the email or physical address listed on your Account (effective upon sending as long as PMN does not receive an error message regarding delivery of the email) or five (5) days after mailing).

(f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by PMN to you within 90 days of the termination date, and any outstanding debit balance shall be paid by you to PMN within 30 days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and you must immediately remove all Links to PMN(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers and Limitations.

(a) Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or your PMN liable for any of the consequences of such interruptions. PMN may modify the Social Rewards Platform, or any portion thereof, at any time.

(b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF you ARE AN INDIVIDUAL, you REPRESENT AND WARRANT THAT you WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

(c) Non-infringement Warranties. You represent and warrant that: (i) you have all appropriate authority to operate, and to any and all content on, your Web site(s); (ii) you have all appropriate authority in any promotional method you may choose to use; (iii) your Web site(s) and your promotional methods do not and will not infringe a third party's, or PMN's, proprietary rights; and (iv) you shall remain solely responsible for any and all Web sites owned and/or operated by you and all of your promotional methods. PMN may or may not review all content on your Web site or used by you in your promotional methods.

(d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by you or the content of your Web site(s) will render PMN liable to any proceedings whatsoever.

(e) LIMITATION OF LIABILITIES. ANY OBLIGATION OR LIABILITY OF PMN UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR REWARDS PAID TO YOU BY PMN UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT PMN SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER SOCIAL AMBASSADOR OF THE SOCIAL REWARDS PLATFORM), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

(f) DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PMN DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT PMN'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE SOCIAL AMBASSADOR'S INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. PMN IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY PMN OR SOCIAL AMBASSADOR, OR SUCH PMN OR SOCIAL AMBASSADOR'S WEB SITE(S), AND/OR THE CONTENT OF AN PMN’S WEB SITE OR THAT AN PMN MAKES AVAILABLE THROUGH THE SOCIAL REWARDS PLATFORM.

8. Social Ambassador's Indemnification Obligations. Social Ambassador shall defend, indemnify and hold PMN and PMN harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to PMN, directly or indirectly as a result of (a) Social Ambassador's breach of or non-compliance with this Agreement, (b) Social Ambassador's violation of any law, or an alleged violation of law by PMN, that is a direct or indirect result of Social Ambassador's use of the Social Rewards Platform, (c) Social Ambassador's use of the Social Rewards Platform, (d) Social Ambassador's participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Social Ambassador to any person, (f) Social Ambassador's acts or omissions in using, displaying or distributing any internet links obtained from the Social Rewards Platform or elsewhere, including but not limited to Social Ambassador's use of internet links via email distribution, (g) any claim that PMN is obligated to pay tax obligations in connection with payment made to Social Ambassador pursuant to this Agreement and/or any PMN’s Program, and (h) any violation or alleged violation by Social Ambassador of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, PMN shall promptly notify Social Ambassador, and PMN shall be entitled, at its own expense, and upon reasonable notice to Social Ambassador, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Social Ambassador's obligations to indemnify or hold PMN harmless. Social Ambassador shall not settle any Claim without PMNs prior written consent. Social Ambassador also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term “PMN” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

9. Miscellaneous.

(a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

(b) Third Party Disputes. In the event of a third party claim against either: (a) PMN's intellectual property; or (b) against PMN's right to offer any service or good on PMN's Web site(s) or if, in PMN's opinion, such a claim is likely, PMN shall have the right, at its sole option and in its sole discretion, to (i) secure the right at PMN's expense to continue using the intellectual property or good or service; or (ii) at PMN's expense replace or modify the same to make it non-infringing or without misappropriation.

(c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that your consent is not necessary to modify any PMN Service Agreement.

(d) Governing Jurisdiction. This Agreement is governed by the laws of the Province of Ontario (Canada), except for its conflict of law provisions.

(e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

(f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

(g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for assignment or transfer made by PMN (1) due to operation of law, or (2) to an entity that acquires substantially all of PMN's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Social Rewards Platform is irrefutable acknowledgement by you that you have read, understood and agreed to each and every term and provision of this Agreement. PMN may establish from time to time rules and regulations regarding use of the Social Rewards Platform as published on UniversalLoveOrder.com and incorporated herein.

(h) Marketing. Social Ambassador agrees that PMN may identify it as a PMN Social Ambassador in client lists and may use Social Ambassador's name and/or logo solely for such purpose in its marketing materials. Any other uses of Social Ambassador's name and/or logo not otherwise described or contemplated herein shall require Social Ambassador's prior written consent.

(i) Tax Status and Obligations. PMN is not obligated to and shall not provide you with tax and/or legal advice. PMN undertakes no duty to investigate or research your tax status and/or obligations, and such research and investigation is solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and PMN is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If PMN provides you with information regarding a particular PMN or Social Ambassador, the information shall not be deemed tax or legal advice, and PMN shall not be responsible for the accuracy of such information. Any Social Ambassador or PMN addresses provided to you are addresses provided by the relevant PMN or Social Ambassador, and such addresses may not necessarily indicate the location or presence of the Social Ambassador or PMN in such location or elsewhere.

(j) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties.

Notwithstanding the foregoing, PMN shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Social Rewards Platform after the effective date of such Change shall be deemed your acceptance of the revised Agreement.

Login and ongoing use of UniversalLoveOrder.com the Social Rewards Platform, or any website powered by the Social Rewards Platform shall be deemed as acceptance of this agreement.

IF YOU ARE AN INDIVIDUAL YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.


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