Terms and Conditions
These Membership Terms and Conditions (the 'Agreement') govern the services provided to members by $webpageuc, a wholly owned subsidiary of Eggressive Media ('The Company'), controlled by Eggressive Network ('The Network'). This Agreement replaces and supersedes any prior terms and conditions for services.
This Agreement may be amended from time to time in discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon posting at https://$webpagelc/termsofmembership.html.
As used in this Agreement, the following terms shall have the meanings set out below or as defined elsewhere in this Agreement:
Member: means any person that voluntarily submitted thier information, confirmed their email address and electronically signed the membership form.
Lead(s): means activity specified by $webpageuc and its Partners and a study and taken by Member, for which Partner compensates The Network, The Network compensates $webpageuc, and $webpageuc in turn compensates Member. The particular lead or activity for each Offer will be set forth with the Offer or in a separate insertion order signed by $webpageuc and Member.
Invalid Leads: shall mean fraudulent, incomplete or duplicate Leads as further defined herein. Fraudulent Leads shall include Leads that result from Member engaging in the entry of Consumer information without the consent of the actual Consumer, such as by adding leads or clicks or inflating leads or clicks by fraudulent traffic generation such as pre-population of forms without the advance written consent of $webpageuc or other mechanisms not approved by $webpageuc. Incomplete Leads include Leads in which the information sent to $webpageuc does not contain the data or information required by $webpageuc. Duplicate Leads includes Leads that Member sends to $webpageuc that contains identical information Member has previously sent to $webpageuc.
Offer: An opportunity directed to Members that may be made available from time to time by The Network for the purpose of delivering information, whether for compensation or otherwise.
2. APPROVAL. Member may only use services after first being reviewed and approved as an Member by reserves the right to withhold or refuse approval of any individual applying to become an Member at the $webpageuc website, and also to revoke membership at any time, with or without just cause, and with or without notice.
Member may only use services after first being reviewed and approved as an Member by $webpageuc. Although 'Instant Limited Access' to the member dashboard may be granted, no payments will be made on the account until the account is confirmed via email. $webpageuc reserves the right to withhold or refuse approval of any individual applying to become an Member at the PalmResearch.com website, and also to revoke membership at any time, with or without just cause, and with or without notice.
3. TERM AND TERMINATION. Either party may terminate this Agreement without cause or reason on three business days' advance notice to the other party. If Member violates applicable law or any term of this Agreement, Member will be subject to immediate account termination, including the forfeiture of any fees earned but not yet paid, as well as possible legal action, including, but not limited to reporting to the proper authorities.
4. PAYMENT. PalmResearch.com will pay Member any monies earned during a calendar month (including any previous balances, plus referral credit) provided that 1) account has reached the minimum payout threshold of $10.00, 2) all surveys completed by member are finalized, 3) 45 days has passed from the end of the month in which the member reached the threshold, and 4) all account information is accurate and up to date. However any account with a total balance less than $10.00 USD will be carried over and paid only when the balance exceeds $10.00. PalmResearch.com does not guarantee payment to the Member if the Partner does not pay The Network and in turn The Network does not pay PalmResearch.com. Delinquent Partner payments received by PalmResearch.com will be credited to the Member in the month that they are received. All rewards or other compensations are based upon the number of Leads reported by The Network and as recorded in the PalmResearch.com system. Member shall not earn rewards or other compensation on Invalid Leads, as determined by PalmResearch.com in its sole discretion. PalmResearch.com may also withhold payment to Member in the event that The Network determines in its sole discretion that Member has engaged in unauthorized activity, including the generation of Invalid Leads, or breached its obligations under this Agreement. In addition, if an Partner withholds payment to The Network because of actions of Member, PalmResearch.com may also withhold payment to Member. If Members account is inactive (including, but not limited to, account login and survey attempts) for a period of twelve (12) consecutive months, Member's account shall be closed and Member shall forfeit any remaining balance in its account to compensate PalmResearch.com for the administrative costs of maintaining and closing an inactive account.
5. GENERAL MEMBER OBLIGATIONS. Member represents and warrants that all information submitted by it in its membership application is complete and accurate.
Member agrees that it is responsible for providing complete and accurate registration information to $webpageuc and maintaining current registration information with $webpageuc including, but not limited to, its contact information.
Member understands and agrees that it is solely responsible and individually liable for any damages or losses incurred by its violation of any applicable laws or regulations or this Agreement.
Member warrants that Member is not currently under order or investigation by any federal, state, local, or international regulatory or law enforcement organization, even if any such investigation is nonpublic in nature.
6. LIMITATION OF LIABILITY; NO ADDITIONAL WARRANTIES; INDEMNIFICATION. THE PALMRESEARCH.COM WEBSITE AND THE OFFERS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PalmResearch.com AND/OR THE NETWORK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY PALMRESEARCH.COM TO MEMBER HEREUNDER.
Indemnification. Each party agrees to indemnify, defend and hold harmless the other, its vendors and suppliers, and each of their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any third party loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with a breach of such party's representations or warranties made in this Agreement or a breach of the terms and conditions of this Agreement.
Indemnification Procedures. Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the indemnitor of the existence of such claim and the indemnitor shall defend and/or settle the claim at its own expense and with counsel of its own selection. Indemnitee shall at all times have the right to fully participate in the defense of any claim and in any settlement which it reasonably believes would have an adverse effect on its business. The indemnitee shall make available to the indemnitor all books and records relating to the claim, and the parties to this Agreement agree to render to each other such assistance as may reasonably be requested in order to ensure a proper and adequate defense. An indemnitee shall not make any settlement of any claims which might give rise to liability of an indemnitor hereunder without the prior written consent of the indemnitor. An indemnitor shall not make any settlement of any claims which give rise to or impose any liability or obligations on the indemnitee without the prior written consent of the indemnitee, such consent not to be unreasonably withheld. Nothing in this Agreement shall be construed to prevent indemnitee from retaining counsel of its choice, at the expense of the indemnitee, to represent indemnitee's interests and participate in the defense of any such claims covered under this section.
7. CONFIDENTIAL INFORMATION. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the prior written consent of the disclosing party. For the purposes of this Agreement 'Confidential Information' includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Member agrees that $webpageuc may divulge its personal and/or otherwise Confidential Information to an Partner upon request or to an enforcement agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Member has violated this Agreement or pursuant to any applicable law or regulation.
Governing Law. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of the State of California without reference to its conflict of laws principles.
Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any Internet outage, act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
Relationship. The relationship of Member and $webpageuc established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.
Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or electronic transmission; (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated herein; or (iv) in the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.$webpagelc. Notices to Member shall be sent to Member at its most recent email address set forth in its account information on https://members.$webpagelc. Members agrees to receive electronic communications from $webpageuc, at the email address provided by Member. Member further agrees that any notice or other communication that $webpageuc sends it electronically will satisfy any legal communication requirements, including that such communications be in writing.
Successors and Assigns. Member may not assign this Agreement without the prior written consent of $webpageuc. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
Waiver. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
Amendment. Changes, amendments or modifications of any provision of this Agreement shall be valid upon posting at https://$webpagelc/termsofmembership.html.
Entire Agreement; Severability. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.
Dispute Resolution. In the event of disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, the parties shall first attempt to resolve the dispute(s) through good faith negotiation. In the event of a dispute resulting in litigation, each party consents to the exclusive jurisdiction of the federal and state courts in San Diego, California, USA and any such litigation will be brought within such courts. The prevailing party in any action shall be entitled to recover its reasonable attorneys' fees and costs incurred.
Survival. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.
Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.
Last Updated: April 11, 2020