DeskPing.com Terms of Service

I understand that the DeskPing.com system is a proprietary system created by DeskPing.com and that any and all information pertaining to that system is the exclusive property of DeskPing.com. Such systems and information may include, without limitation, all documents and materials, whether printed, graphic, or in machine-readable form, source or object code, or other tangible form, which is disclosed by DeskPing.com or its affiliates, relating to the development of certain software systems and technology relating to communication systems and services initially for the exchange of information between buyers and sellers via electronic means or any other means now known or hereafter devised, including, without limitation, all processes, hardware, software, inventions, know how, business methods, pricing, operating, performance, non-public technical and business information, financial statements, appraisals, list of inventories, list of clients or customers, business plans or forecast strategies, production plans and marketing plans relating thereto (the "Information" or the "System".) I hold DeskPing.com harmless for any and all injury incurred, either financially or personally, as a result of my use of the DeskPing.com system and its technology.

In consideration of the disclosure of any proprietary information that I may come in contact with, I agree as follows:

1. The Information shall be treated as confidential and I shall not disclose that Information to any third party without the prior written consent of DeskPing.com. I acknowledge that the disclosure of all or any part of such Information may be detrimental to the interests of DeskPing.com and its affiliates and I shall take reasonably prudent measures to preserve the confidentiality of such information.

2. The Information shall not be used for any commercial purpose, reproduced in whole or part, nor revealed to others without prior written consent, of which consent may be withheld for any reason or no reason, and may be granted upon such terms as DeskPing.com chooses.

The content on the DeskPing.com Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to DeskPing.com, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. DeskPing.com reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the DeskPing.com Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the DeskPing.com Website or the Content therein.

3. USER SUBMISSIONS

A. The DeskPing.com Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, DeskPing.com does not guarantee any confidentiality with respect to any submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize DeskPing.com to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to DeskPing.com, you hereby grant DeskPing.com a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the DeskPing.com Website and DeskPing.com 's (and its successor's) business, including without limitation for promoting and redistributing part or all of the DeskPing.com Website (and derivative works thereof) in any media formats and through any media channels. The foregoing license granted by you terminates once you remove or delete a User Submission from the DeskPing.com Website.

C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant DeskPing.com all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage DeskPing.com or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) impersonate another person. DeskPing.com does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and DeskPing.com expressly disclaims any and all liability in connection with User Submissions. DeskPing.com does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and DeskPing.com will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. DeskPing.com reserves the right to remove Content and User Submissions without prior notice. DeskPing.com will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. DeskPing.com also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. DeskPing.com may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DeskPing.com 's designated Copyright Agent to receive notifications of claimed infringement is: Enrique Garibay, PO Box 1415, Manhattan, KS 66505-1415, telephone: 785-539-6904, fax: 888-230-8753. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to DeskPing.com customer service through http://www.DeskPing.com/ContactUs.aspx. You acknowledge that if you fail to comply with all of the requirements of this Section 3(D), your DMCA notice may not be valid.

E. You understand that when using the DeskPing.com Website, you will be exposed to User Submissions from a variety of sources, and that DeskPing.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against DeskPing.com with respect thereto, and agree to indemnify and hold DeskPing.com, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

F. DeskPing.com permits you to link to materials on the Website for personal, non-commercial purposes only. In addition, DeskPing.com provides an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the DeskPing.com website on the pages containing the Embeddable Player. DeskPing.com reserves the right to discontinue any aspect of the DeskPing.com Website at any time.

4. I understand that DeskPing.com does not condone nor tolerate the sending of unsolicited email by users of the system. I understand and acknowledge that I am solely responsible for mail received and/or sent on my behalf. I further understand that DeskPing.com will immediately terminate my service for violating the DeskPing.com Spam Policy as specified in that policy. In the event that my spamming has caused a DeskPing.com service interruption, I understand that DeskPing.com will charge me a $1000 per hour fee until service is fully restored. I understand that I will not be eligible for a refund when my account has been terminated for violating the Anti Spam Policy. I understand that I forfeit all Affiliate commissions that were due me when my account has been terminated for violating the Anti Spam Policy. DeskPing.com reserves the right to take legal action against any member found violating this spam policy.

5. I understand that DeskPing.com reserves the right to change or modify the terms of this Agreement or deny services to anyone, without notice, for any reason, including but not limited to any unusual use of bandwidth and/or spamming.

6. I understand that I am responsible for providing DeskPing.com with accurate contact and payment information at all times. DeskPing.com is not responsible for service interruptions that may result from my payment information becoming out of date.

7. I authorize DeskPing.com to charge the credit card listed in my online application form for DeskPing.com services provided on a month to month basis, and for any past due balances in order to bring the account balance current. I understand that credit card payments shall be billed and charged automatically. DeskPing.com may charge my credit card account at any time for any outstanding invoice.

8. I understand that accounts are considered past due when payment is not received within 3 days after the date of invoice. I understand that accounts that remain unpaid after 7 days may have their service interrupted or terminated. Such interruption or termination does not relieve me from financial obligation to pay the monthly charge. Outstanding balances are subject to a $10 late fee. I agree to pay DeskPing.com all reasonable expenses, including attorney and collection agency fees incurred by DeskPing.com to enforce the terms and conditions of this Service Agreement.

9. I agree that all information, files and email will be deleted from an unpaid account 10 days past due or when my membership is terminated by either party. If I choose to use DeskPing.com service again thereafter, I must reapply as a new member. I agree that my money-back guarantee trials are NOT available to me in the event that I reapply for membership.

10. I acknowledge that my DeskPing.com membership cannot be transferred or used by anyone other than me. I understand that any membership found in violation shall be subject to immediate termination.

10a. I acknowledge that I may NOT resell, offer in whole or as part of any other service or product, imply ownership or co-ownership, rebrand or remarket any DeskPing.com facilities or services without the express written consent of DeskPing.com. Any account found in violation of this is subject to termination without notice.

11. I agree that DeskPing.com shall have the right to suspend my service at any time for any reason without any prior notice. If service is to be suspended for more than 15 days, I will be notified in advance as to the reason.

12. I understand that DeskPing.com does not issue refunds on any unused portion of a Membership.

13. I understand that I may cancel my Membership at any time and that I am required to use the Membership Cancellation Form when canceling my Membership. Cancellation is considered in effect when confirmed by DeskPing.com.

14. I understand that DeskPing.com may issue a one-time full refund of my membership fees, at its sole discretion, and will not refund any surcharged service charges, including but not limited to excess bandwidth usage.

15. I understand that DeskPing.com reserves the right to change the membership rates and charges by notifying me 30 days in advance of the effective date of the change.

16. I understand that if I am dissatisfied with the Service or with any terms, conditions, rules, policies, practices or guidelines of DeskPing.com in providing the Service, I understand that my sole and exclusive remedy is to discontinue using the Service.

17. I understand that I cannot become an Affiliate Member of my own DeskPing.com Affiliate account.

BY REGISTERING FOR THE DESKPING.COM MEDIA STREAMING SYSTEM, I HEREBY ACKNOWLEDGE THAT I HAVE READ AND FULLY UNDERSTAND THIS USAGE AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.

DeskPing.com Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the DeskPing.com Affiliate Program (the "Program"). As used in this Agreement, "we" means DeskPing.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to DeskPing.com's site located at the URL www.DeskPing.com, or to the site that you will link to our site (as identified in your application).

1. Enrollment in the Program. To begin the enrollment process, please submit a complete Program application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your content or Web site is unsuitable for the Program. Unsuitable content or Web sites include those that:

o Promote illegal activities o Include " DeskPing.com " or variations or misspellings thereof in their domain names
o Otherwise violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Site. Once you have been notified that your site has been accepted into the Program, you may provide a general link on your site to our home page at http://www.DeskPing.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.

3. Order Processing. We will process product orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

4. Referral Fees. We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); or (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, or posted Special Links on any such Web site or platform, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. Excess bandwidth usage and/or toll-free usage are non-commissionable.

5. Referral Fee Schedule. You will earn referral fees based solely on the sale of DeskPing.com service accounts. The current referral fee schedule is 33 1/3% commission on each DeskPing.com sale originated by you from your affiliate Website (Level One); 5% commission on each DeskPing.com sale originated by your affiliate Website (Level Two) and 7% commission on each DeskPing.com sale originated by your affiliate Website (Level 3). Commissions are paid on a recurring basis for as long as DeskPing.com bills the referred members. Trial accounts and bandwidth overage charges are non-commissionable.

6. Referral Fee. Payment Affiliate commission checks are made available every 30 days and are typically paid out within 15 days of the previous month's activity. All payments shall be made in U.S. dollars. DeskPing.com reserves the right to hold commission checks until commission payout is $20 or more. In the event that the commission check is less than $20, that commission amount will be added to the next month's commission total. A $2.00 check-processing fee shall be deducted from the check amount when issued.

To request a check payment, DeskPing.com Affiliates must request a check using the "Send Me A Check" button viewable on the Affiliate Summary page.

7. Policies and Pricing. Customers who buy services through this Program will be deemed to be customers of DeskPing.com. Accordingly, all DeskPing.com rules, policies, and operating procedures will apply to those customers. We may change our policies, operating procedures and prices at any time.

8. Identifying Yourself as an Affiliate. We will make available to you an affiliate web site with a unique URL that identifies you as a Program participant. In order to be credited for a DeskPing.com sale, your visitors must enter DeskPing.com via your Affiliate URL. These visitors will be tracked with your id and you will be credited for any sale associated with those visitors. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that DeskPing.com supports, sponsors, endorses or contributes money to any charity or other cause). As an affiliate, you agree not to send any spam Email to announce your DeskPing.com affiliation. This action will result in your immediate termination and will cancel any pending commissions that may be pending.

9. Limited License. We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

10. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all DeskPing.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral commissions on DeskPing.com sales during the term, and referral fees earned through the date of termination will remain payable only if the related sales are not canceled or returned or rules of this agreement were not violated by you. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. as an independent contractor, you are responsible for your own local, state, or federal taxes.

13. Limitation of Liability. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

14. Disclaimers. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Miscellaneous. This Agreement will be governed by the laws of the United States and the state of Kansas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Topeka, KS and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Louisiana residents only: In the event of a dispute for jurisdictional purposes, a distributor shall be entitled to file an adjudicatory claim or lawsuit in the jurisdiction of Louisiana and the governing law shall be Louisiana law.