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Tool Provider Agreement
Terms of Service
Please review carefully the following terms and condition for submitting content to the MyWorkTools.com Inc. service, and then, if you agree with the terms and conditions of the user agreement, signify your agreement and acceptance by clicking the button labeled "accept".
- Scope and Definitions: This Agreement establishes the terms by which MyWorkTools.com Inc., a California Corporation, will provide you with access to the MyWorkTools.com Inc. Internet service. If you accept the terms of this Agreement you will be entering into a contractual relationship solely with MyWorkTools.com Inc. and not with any other organization.
As used herein the following terms shall have the following meanings:
"MyWorkTools.com Inc" means MyWorkTools.com Inc. its assignees, licensees, successors and/or the MyWorkTools.com Inc. service operated by MyWorkTools.com Inc. or its affiliates;
"Tool Provider " means the individual or other person who is registering for to submit tools to MyWorkTools.com Inc. under the terms of this Agreement;
"Content" means information, communications, software, digital tools, templates, Web based applications, templates, "how to" business content, photos, video, graphics, music, sounds and other material and services, collectively;
"Agreement" means all of the terms and conditions set out in this Tool Provider Agreement and the User Agreement Terms of Service which may be amended by MyWorkTools.com Inc. from time to time and are subject to change by MyWorkTools.com Inc. at any time.
- Tool Provider Usage/Submission: By submitting tools, the Tool Provider accepts all of the terms of the Tool Provider Agreement Terms of Service. The Tool Provider's use of MyWorkTools.com Inc. will constitute the Tool Provider's acceptance of all of such Terms of Service. If you do not agree to these Terms of Service, please do not register for or submit tools to MyWorkTools.com Inc. The Terms of Service for your continued use of MyWorkTools.com Inc. will be available through a link at the bottom of each page. Please check this area before using MyWorkTools.com Inc. whenever a change has been indicated. Changes to these Terms of Service posted on our home page are an effective notice to the User of the change in such terms and conditions.
If you do not agree to these changes in the Terms of Service as they may occur please arrange to terminate your registration with MyWorkTools.com Inc. immediately (i) by notifying MyWorkTools.com Inc. of your unwillingness to accept the changes to the Terms of Service and (ii) by discontinuing your use of MyWorkTools.com Inc. Your continued use of MyWorkTools.com Inc. after such changes in the Terms of Service will signify your acceptance of the change in the terms and conditions.
- Registration Accuracy: By the Tool Provider's registration through the on-line registration process, the Tool Provider verifies that the information provided is accurate and correct to the best of the User's knowledge.
- Archiving: MyWorkTools.com Inc. will maintain a record of your acceptance of these terms and conditions. You will not be asked to review this agreement every time you sign on, but you should understand that your use of MyWorkTools.com Inc. will, at all times, be subject to and pursuant to this agreement. You may review this agreement at any time by clicking on "Tool Provider Agreement" from MyWorkTools.com Inc.'s home page.
- Limitations: The User hereby acknowledges that the User is entering into a contractual relationship solely with MyWorkTools.com Inc. and not with the business service providers affiliated with our services.
- General Provisions
- Use of MyWorkTools.com Inc. is licensed, not sold, to Tool Providers for use only under the terms contained herein, and MyWorkTools.com Inc. reserves any rights not expressly granted to Tool Providers. The Tool Provider acknowledges that the Tool Provider may not sublicense, transfer, sell or assign this license. Any attempt to sublicense, transfer, sell or assign the license is void and may give rise to civil and/or criminal liability for misappropriation.
- In connection with the registration of the Tool Provider that is accepted by MyWorkTools.com Inc., MyWorkTools.com Inc. will issue to the Tool Provider an account with MyWorkTools.com Inc. relating to the Tool Provider's use of MyWorkTools.com Inc. Only the Tool Provider shall be permitted to use MyWorkTools.com Inc. Any use of MyWorkTools.com Inc. by a third party (e.g. friend, colleague) shall be deemed to be a violation of these Terms of Service, and MyWorkTools.com Inc. at its sole discretion, may terminate these Terms of Service and access to MyWorkTools.com Inc. with respect to the Tool Provider that permitted such third-party use. All provisions of the Terms of Service apply to all accounts, sub-accounts, and alternate aliases associated with the Tool Provider's account. Each Tool Provider is responsible for the use of his or her account(s) under any alias on that account, and for ensuring full compliance by the user of that account with these Terms of Service.
- The Tool Provider is responsible for obtaining and maintaining all equipment necessary to connect to MyWorkTools.com Inc. The Tool Provider is required to provide his or her own Internet access through an Internet Access Provider and a World Wide Web Browser supporting HTML 2.0.
- The Tool Provider agrees to use MyWorkTools.com Inc. in a manner consistent with any and all applicable laws and regulations.
- MyWorkTools.com Inc. may use or disclose certain information regarding the Tool Provider, which use or disclosure shall be limited as set forth in the Privacy Policy. The Tool Provider may restrict MyWorkTools.com Inc.'s use or disclosure of all information regarding the Tool Provider except that information provided by the Tool Provider to MyWorkTools.com Inc. in connection with the Tool Provider's registration for MyWorkTools.com Inc. In addition, information regarding a Tool Provider's credit card number(s) and bank account number(s) which the Tool Provider supplies to MyWorkTools.com Inc. will be used or disclosed only for the purposes for which such information was collected, or as required by law. The Tool Provider's addresses, phone numbers and other relevant information will be provided to information providers, service providers and merchants for the purposes for which such information was collected.
- No Tool Provider shall use any other Tool Provider's information, personal or otherwise, for any commercial purpose or to obtain financial gain (e.g., mass marketing). Any such use shall be deemed to be a violation of these Terms of Service; and MyWorkTools.com Inc., at its sole discretion, may terminate these Terms of Service and access to MyWorkTools.com Inc. with respect to any Tool Provider that uses such information for a commercial purpose or to obtain direct financial gain.
- Commission Payments: You can earn commissions as described in the Rewards Program for Tool Providers on our site for submitting tools to MyWorkTools.com.
- Check Generation: Subject to clause (B) below, based on Net Sales, we will send a commission fee check for the applicable commission fee (less any taxes required to be withheld under applicable law) and a statement of activity to you approximately thirty (30) days after the end of each quarter with each quarter ending on the last day of March, June, September, and December respectively.
- Minimum Payment: If during the first quarter of the term of this Agreement, or during any quarter following the payment of commissions to you, your commissions earned do not exceed two hundred fifty dollars ($250.00) then you shall not be entitled to receive any commissions during the applicable quarter. Thereafter, you will be paid commissions at the end of the quarter during which your aggregate commissions earned during such successive period exceed two hundred fifty dollars. At such time, you will be paid all commissions you would have otherwise been entitled to had your commissions exceeded $250.
- Commission Rates: Please contact toolproviders@myworktools.com for the details on our commission schedules.
- Reports of Sales: We will send you a monthly report detailing the products sold by us through your site the estimated commissions earned for the month. Approximately 30 days after each quarter following the date of acceptance of your application we will send you a statement of activity outlining net sales for the quarter attributable to your site.
- Period of Service: Access to MyWorkTools.com Inc. will become effective upon the Tool Provider's registration for MyWorkTools.com Inc. and MyWorkTools.com Inc.'s acceptance of this registration. The Tool Provider's access to MyWorkTools.com Inc. will continue until terminated as described elsewhere in these Terms of Service.
- Termination:
- This license and the right to access MyWorkTools.com Inc. will terminate upon termination of these Terms of Service.
- These Terms of Service and a Tool Provider's access to, and use of, MyWorkTools.com Inc. may be terminated at any time, and without cause, by the Tool Provider upon receipt of actual notice to MyWorkTools.com Inc. The Tool Provider is liable for any charges incurred until the effective date of such termination. Termination of these Terms of Service by MyWorkTools.com Inc. will be effective on the day that MyWorkTools.com Inc. gives Notice of such termination to the Tool Provider by email or otherwise.
- MyWorkTools.com Inc. reserves the right, at its sole discretion, to immediately, without notice suspend or terminate these Terms of Service and a Tool Provider's access to and use of MyWorkTools.com Inc. upon any breach of the Terms of Service by the Tool Provider.
- Proprietary Rights:
The Tool Provider hereby acknowledges the following:
- MyWorkTools.com Inc. permits access to Content that is protected by copyrights, trademarks, and other intellectual and proprietary rights ("Rights");
- These rights are valid and protected in all media and technologies existing now or later developed; and
- Except as explicitly provided otherwise, the Terms of Service and applicable copyright and other laws govern Users use of such Content. Tool Providers may not copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material subject to any Rights. The burden of determining that any information, software or any other Content on the service is not protected by Rights rests with the Tool Provider. The Tool Provider acknowledges that MyWorkTools.com Inc. and/or third-party Content providers remain the owners of the posted materials (other than the Content described below), and that the Tool Provider does not acquire any of those ownership rights by downloading copyrighted materials.
- By submitting Content to any "public area" of MyWorkTools.com Inc. (e.g., message boards, forums, member profiles, yellow pages, job folder), you grant MyWorkTools.com Inc and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license, subject to the privacy restrictions set forth in the section entitled "Privacy", to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display such Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any rights that may exist in such Content. You also warrant that the holder of any Rights, including moral rights in such Content, has completely and effectively waived all such Rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such Content for personal use. Subject to the foregoing, the owner of such Content placed on MyWorkTools.com Inc. retains any and all Rights that may exist in such Content.
- State that your submission is original work and that you have not plagiarized from any source. You understand that content supplied by you to MyWorkTools.com Inc. may be revised and/or supplemented by MyWorkTools.com Inc. Further, you understand that your submission may be rejected for any reason. You and MyWorkTools.com Inc. will own the rights to the tools that you submit and that both parties can use or modify them as required. You are prohibited, however, from competing with MyWorkTools.com Inc. or providing these tools to other Internet firms in the search engine, portal, application service provider, distance learning, small business, business-to-business exchange or marketplace or any other type of Web based business.
- Agree to the pricing as solely determined by MyWorkTools.com Inc. You agree that some or all of the tools that you provide to MyWorkTools.com may need to be offered to users of the MyWorkTools.com Inc. site for free in order to attract users to the site. There is no guarantee of tool pageviews, downloads, revenue or commission.
- Third-Party Services:
- MyWorkTools.com Inc. cannot promise, and will not be deemed to promise that its hardware or software will function flawlessly. MyWorkTools.com Inc. fully intends to keep its system functional at all times. However, in the event that, due to circumstances beyond MyWorkTools.com Inc.'s control, MyWorkTools.com Inc.'s services malfunction or become unavailable to all or some members, MyWorkTools.com Inc. will not be liable for any direct, consequential or incidental damages, whether foreseeable or not, which may result from such unavailability or malfunction, except that MyWorkTools.com Inc. may, in its sole discretion, choose to credit members' accounts for such interruptions of service.
- If you download any software or otherwise executable files from MyWorkTools.com Inc., MyWorkTools.com Inc. is not responsible for any direct, consequential or incidental damages caused by such software or files.
- MyWorkTools.com Inc. is not responsible for the Content on the Internet or World Wide Web pages that is contained outside MyWorkTools.com Inc.'s site. As a convenience to our members, MyWorkTools.com Inc. provides links to many resources, which are beyond our control. We make no representations as to the quality, suitability, functionality or legality of any sites to which we may provide links, and you hereby waive any claim you may have against MyWorkTools.com Inc. with respect to such sites.
- MyWorkTools.com Inc. provides, or provides access to, tools or information that may contain common fact, opinion, or new and unique ideas. MyWorkTools.com Inc. accepts no responsibility for any consequences arising from use of the tools or information provided. The user of these tools or information agrees to do so at their own risk, pursuant to the MyWorkTools.com Inc. indemnity clause. MYWORKTOOLS.COM INC. DOES NOT RENDER LEGAL ADVICE OR COUNSEL TO ITS USERS. ALTHOUGH WE ENDEAVOR TO MAINTAIN THE MOST ACCURATE AND UP-TO-DATE INFORMATION, THE LAW CHANGES FREQUENTLY AND SOME TOOLS MAY NOT BE CURRENT OR ACCURATE. IN OTHER INSTANCES, A TOOL MAY NOT BE APPLICABLE IN YOUR LOCAL JURISDICTION. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY AS TO ALL LEGAL MATTERS. YOU FURTHER AGREE TO HOLD MYWORKTOOLS.COM INC. HARMLESS FROM ANY AND ALL DAMAGES, LIABILITIES, LOSSES, EXPENSES OR COSTS, WHICH MAY ARISE FROM USE OF ITS TOOLS.
- INDEMNITY:
At MyWorkTools.com Inc.'s request, the Tool Provider agrees to defend, indemnify and to hold harmless MyWorkTools.com Inc. its officers, directors, shareholders, and employees from any claims arising from the Tool Provider's submission of tools to MyWorkTools.com Inc. or the Tool Provider's breach of the Terms of Service, including, without limitation, claims of copyright infringement, patent infringement, misappropriation of trade secrets, libel, slander, trade libel, defamation, harassment, invasion of privacy or fraud. The Tool Provider agrees to hold MyWorkTools.com Inc. harmless from any claims and expenses, including reasonable attorney's fees, litigation expenses and court costs, related to the Tool Provider's violation of the Terms of Service, including any information, software or other Content placed on MyWorkTools.com Inc. by the Tool Provider.
NORMAL SYSTEM MAINTENANCE TIMES: Occasionally MyWorkTools.com Inc. will not be available for use by Tool Providers. Although MyWorkTools.com Inc.'s policy is to minimize the amount of time its may spend upgrading and maintaining MyWorkTools.com Inc., MyWorkTools.com Inc. reserves the right to take MyWorkTools.com Inc. down at any time.
- OTHER PROVISIONS:
- SEVERABILITY: THE PROVISIONS OF THIS AGREEMENT ARE HEREBY DECLARED TO BE SEVERABLE. In the event that any provision of the Terms of Service conflicts with the law under which the Terms of Service is to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Service, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.
- Governing Jurisdiction: The Terms of Service will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California (without regard to provisions of conflicts of laws). Each party irrevocably consents to the jurisdiction of the courts of California, and the federal courts situated in California in connection with any action to enforce the provisions of the Terms of Service, to recover damages or other relief for breach or default under the Terms of Service, or otherwise arising under or by reason of the Terms of Service.
- Written Communication: Notices to be provided under the terms of these Terms of Service will, except as otherwise expressly provided herein, be delivered by either party hereto by certified mail return receipt requested, or MyWorkTools.com Inc. may deliver such notice by e-mail through MyWorkTools.com Inc. All such notices will be deemed delivered when the notice is placed in the U.S. Mail, or in the case of an email by MyWorkTools.com Inc. upon the Tool Provider's accessing MyWorkTools.com Inc.
- NON-WAIVER: The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Service or to exercise any right under the Terms of Service will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
- ASSIGNMENT: MyWorkTools.com Inc. may assign its rights and obligations under these Terms of Service and upon such assignment MyWorkTools.com Inc. will be relieved of any further obligation hereunder. THE USER HEREBY CONSENTS TO SUCH ASSIGNMENT AT THE SOLE DISCRETION OF MYWORKTOOLS.COM INC.
- Contract Authority: The Tool Provider represents to MyWorkTools.com Inc. that the Tool Provider has the authority to accept MyWorkTools.com Inc. according to these Terms of Service.
- ENTIRE AGREEMENT: These Terms of Service constitute the entire understanding between the parties as to the subject matter hereof, and supersede all prior agreements and understandings. Any legally unenforceable provision of these Terms of Service will, at the election of MyWorkTools.com Inc. be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Service will remain valid and enforceable.
The Tool Provider is responsible for all expenses incurred to connect to MyWorkTools.com Inc. including all Internet access charges and telephone charges for connecting with or using MyWorkTools.com Inc.
- Policy of Fees: MyWorkTools.com Inc. reserves the right to change its posted schedule of fees, surcharges and/or membership dues at any time at its sole and absolute discretion upon posting notice of such changes to the site.
- Payment Method Accountability: The Tool Provider may not place orders, or attempt to pay for MyWorkTools.com Inc. using any expired, false or unauthorized credit card, or false or unauthorized bank or financial institution information. The Tool Provider must promptly inform MyWorkTools.com Inc. of any changes in the credit card, bank, financial institution, billing address and/or breaches of security such as loss, theft, or unauthorized disclosure of use of a credit card, bank or financial institution account, ID, or password.
- Tool Provider Responsibility: Until MyWorkTools.com Inc. receives actual notice of a breach of security, the Tool Provider will remain liable for any unauthorized use of their MyWorkTools.com Inc. account. The Tool Provider is responsible for all charges at the time the service is used.
- Account Status: MyWorkTools.com Inc. reserves the right to suspend access to MyWorkTools.com Inc. for the Tool Provider's account(s) immediately, without Notice, upon rejection of any credit card charges, non-payment by the Tool Provider's bank or financial institution of authorized charges or any other indication of credit problems.
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