Piper Noble, LLC.
Independent Business Owner
REPLICATED WEBSITE AGREEMENT
This Independent Business Owner REPLICATED WEBSITE AGREEMENT (agreement) is made between Piper Noble, LLC. (Piper Noble) and you as an Independent Business Owner (Independent Business Owner or Business Owner) of Piper Noble.
WHEREAS, you have agreed to promote and sell products of Piper Noble by executing a separate Piper Noble Terms & Conditions Agreement which governs the terms and conditions of your provision of services to Piper Noble as an Independent Business Owner.
WHEREAS, this Agreement covers the implementation and provision of your Replicated Website by Piper Noble and serves as an addendum to the Terms & Conditions.
WHEREAS, the terms of this Agreement shall be made valid as an addendum to the original Terms & Conditions, and all other terms of the Terms & Conditions shall remain in full force and effect.
NOW, THEREFORE, for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties hereto), the parties hereto, intending to be legally bound hereby, hereby agree as follows:
1. Piper Noble has designed a uniform website for Business Owners (the Business Owner Website), and Piper Noble has contracted with vendors (Vendors) to furnish web site design and hosting services for the Business Owner Website to be used exclusively in your business of promoting and selling Piper Noble products.
You may not alter uniform portions of the Business Owner website. Piper Noble, in its sole discretion, reserves the right to alter or modify the design of the Business Owner website, including customized portions, from time to time. Piper Noble may change, suspend, or discontinue any aspect of the Business Owner website at any time, including hours of operation or availability of the Business Owner website or any feature, without notice and further obligations to you.
- Username and Password
- When signing up to access certain features of the Business Owner website or participate in certain activities run on or through the Business Owner website, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it true and current.
- If you are given a username and/or a password for the purpose of accessing certain features of the Business Owner website or participating in certain activities run on or through the Business Owner website, you are responsible for all activities conducted under that username or password, and you will take all necessary steps to ensure that no one other than you (or your authorized agents) uses that username or password and that that password is kept confidential. If you have any reason to believe that any password assigned to you has become known to or been used by any other person, you will inform Piper Noble immediately.
- You will be asked to suggest one or more usernames when you register with the Business Owner website. Please note that the assignment of a username to you is in Piper Noble’s sole discretion. As well, Piper Noble may, at any time, change any username or password assigned by Piper Noble to you. Piper Noble will notify you when it does so.
To access and use the Services, including the Business Owner website, you agree to accept one of the following pay terms and pay the following fees:
1) Piper Noble Business Owners:
(a) A monthly fee of $4.99
Payment is due prior to the provision of the Services. Payment will be processed online via a credit or debit card approved for processing by Piper Noble. The Services start on the day payment is processed (Effective Date) and the Services. The Fee will be charged automatically on the renewal date after Business Owner’s Effective Date, based on payment term selected. Piper Noble reserves the right on thirty (30) days notice to adjust the fee, and any such adjustment will take effect on the next charge to you following the notice, unless you advise in writing that you are cancelling your ambassador membership before the charge is applied.
This Agreement will terminate with no right of refund as follows: (a) immediately upon termination of the Terms & Conditions by either you or Piper Noble; (b) upon written notice by Business Owner; provided, however, that if such notice is provided no later than ten (10) days into the applicable subscription period (notice later than ten (10) days will result in another Fee charge); (c) upon thirty (30) days written notice to Piper Noble; (d) upon your failure to pay the Fee, such termination to be effective within fourteen (14) days of the missed payment due date; (e) immediately upon Piper Noble’s determination, in its sole discretion, that you have misused the Services or otherwise breached this Agreement; (f) in the event that Piper Noble is no longer able to provide Services due to the requirements of Vendors; or in Piper Noble’s sole discretion based on business needs and circumstances. If you choose to terminate this Agreement pursuant to Section 5(b), you will no longer have access to the Services immediately effective upon such termination; however, you may still review open orders relating to events and preferences.
- By submitting Business Owner Content, you grant Piper Noble and its respective subsidiaries, affiliates, successors and assigns, and to such other persons as Piper Noble may designate from time to time, a worldwide, non-exclusive, royalty-free, transferable, perpetual, right to use, publish, distribute, reproduce, make derivative works, display, perform, modify, and exploit the Business Owner Content, in whole or in part, for any purpose without compensation to you, including on the Business Owner website, such as promoting the Business Owner website and Piper Noble’s business, along with incidental uses or any lawful purpose related thereto, in any media now known or hereafter discovered or developed. In addition, you hereby grant each user of the Service, including but not limited to Piper Noble’s employees, contractors and authorized agents, Hostesses and other Business Owners, a non-exclusive license to access Business Owner Content through the Business Owner website.
- You hereby waive any rights you may have regarding Business Owner Content being altered or manipulated in any way that may be objectionable to you. In addition, you waive and agree not to enforce any and all rights throughout the world that may be known as or referred to as moral rights, artist’s rights, or the like (collectively, Moral Rights), including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
- You agree to use the Services for the sole purpose of promoting Piper Noble and its products and opportunities. Business Owner will not use the Services to promote any other products or services, particularly products or services that are competion with Piper Noble products or services.
- You will customize the Services in a manner that is consistent with maintaining Piper Noble’s image and reputation that reflects the highest standards of integrity, responsibility and professionalism, and that will professionally represent your business and Piper Noble career opportunity.
- You will represent yourself as an independent contractor on any of the Services, including but not limited to the Business Owner website.
- With respect to the Service, you agree not to:
- link or frame the Business Owner website with any other websites;
- attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Services, user accounts, or the technology and equipment supporting the Services;
- use data mining, web crawlers, robots, or other data gathering devices on or through the Services, unless specifically allowed by this Agreement;
- post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity, in compliance with the Business Owner Policies & Procedures;
- when posting any materials to the Business Owner website, forge headers or otherwise manipulate other identifiers in order to create the impression that another person posted the materials;
- use the Business Owner website or the Services to either directly or indirectly interfere with, disrupt or damage the Business Owner website, the Services, the server(s) on which they are hosted, the networks connected to them or any other user’s access to the Business Owner website or the Services;
- access services or tool made available on or through the Business Owner website or the Services using an interface other than the one made available on the Business Owner website by Piper Noble;
- collect or store personally identifying information about other users of the Business Owner website or the Services for any purposes unrelated to the Business Owner website or that are illegal or unlawful;
- sell, transfer, or assign any of Business Owner’s rights to use the Services to a third party without Piper Noble’s express written consent;
- post advertising or marketing links or content, except as specifically allowed by this Agreement;
- use the Services in an illegal way or to commit an illegal act in relation to the Services or that otherwise results in fines, penalties, and other liability to Piper Noble or others; or
- access the Services from a jurisdiction where it is illegal or unauthorized.
- You agree that you will not post or upload to the Business Owner website or the Services or otherwise make accessible or transmit on or through the Business Owner website or the Services any Business Owner Content or links to content that:
- is illegal, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of privacy or publicity rights, hateful (racially, sexually, ethnically or otherwise) or victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability;
- solicits from other users any passwords or personal information for commercial or unlawful purposes;
- contains software viruses or any other computer code, files or programs designed to or which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity;
- promotes illegal activity including without limitation the provision of instructions for any illegal activity;
- transmits under any law or regulation or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under a non-disclosure agreement); or
- infringes or contributes to the infringement of any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of the United States, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, and trade secrets of any party.
- You agree to conduct all other online marketing activities for the marketing of your Piper Noble-related business in accordance with the Terms & Conditions, including the Policies & Procedures.
- The views, opinions, recommendations, and comments submitted by you and any other content contained in the Business Owner Content are solely your own and also your responsibility. Piper Noble does not endorse and expressly disclaims any and all liability in connection therewith.
- You acknowledge and agree that Piper Noble has the right, in its sole discretion, but not the obligation, to review, post, store or otherwise use Business Owner Content on the Services and for any other purposes. Piper Noble, at its sole discretion, for any reason, including but not limited to, any violation of this Agreement by you, and without prior notice, may (i) refuse to post or allow to be posted or stored any Business Owner Content; (ii) alter any Business Owner Content, at any time, prior to or after posting or storing; and (iii) remove any Business Owner Content from the Services at any time.
- Data Rights.
- Piper Noble Content.
Piper Noble retains all ownership of any designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Piper Noble content used to provide the Services, other than Business Owner Content (Piper Noble Content). All Piper Noble Content and its compilation will remain the sole and exclusive property of Piper Noble, including but not limited to Business Data. Nothing in this Agreement will be construed to grant any ownership interest, including a license, in any Piper Noble Content. Piper Noble authorizes you, subject to this Agreement, to access and use the Services, including the Business Owner website, and Piper Noble Content solely for the uses described in this Agreement, at Piper Noble’s discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Piper Noble Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Piper Noble Content on any copy you make of the Piper Noble Content. Piper Noble LLC, logos and product and service names are or may be trademarks of Piper Noble. Without Piper Noble’s prior written permission, and except as solely enabled by any link as provided by Piper Noble, you agree not to display or use the Piper Noble Marks in any manner.
- Business Data.
Business Data is owned at all times by Piper Noble. However, as long as you have a current Terms & Conditions and Replicated Website in effect, and is in compliance with all of the terms thereunder and hereunder, then you shall have the right to use Business Data to operate as an Independent Business Owner.
- Disclaimer of Warranty.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICES OR Business Owner WEBSITE IS AT YOUR SOLE RISK, AND THE SERVICES OR Business Owner WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICES OR Business Owner WEB SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICES OR Business Owner WEB SITE WILL MEET Business Owners’ REQUIREMENTS, (ii) THE SERVICES OR Business Owner WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR Business Owner WEB SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICES OR Business Owner WEBSITE WILL MEET YOUR EXPECTATIONS, (iv) ANY ERRORS IN THE SERVICES OR Business Owner WEBSITE WILL BE CORRECTED AND (v) ACTIONS OR OMISSIONS OF Piper Noble’s VENDORS OR OTHER THIRD PARTIES; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR Business Owner WEB SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. Released Parties include Piper Noble and its subsidiaries, affiliates, officers, managers, employees, agents, partners, and licensors.
- Limitation of Liability.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Released Parties HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (i) THE USE OR THE INABILITY TO USE THE SERVICES OR Business Owner WEB SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICES OR Business Owner WEB SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICES OR Business Owner WEBSITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY Released Parties; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICES OR Business Owner WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
- TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL Released Parties' TOTAL COLLECTIVE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY YOU TO Released Parties DURING THE PRIOR SIX (6) MONTH PERIOD.
- Relationship with Other Agreements.
This Agreement will be considered to be in addition to the Terms & Conditions and any and all Piper Noble Business Owner Policies & Procedures you are bound by. Nothing in this Agreement will be deemed to be a waiver or cancellation of the provisions of any other agreement between Piper Noble and Business Owner or the stated policy and procedures of Piper Noble. You reaffirm your commitment to be bound by the terms and conditions of the most current Terms & Conditions. In the event of a conflict between this Agreement and the Terms & Conditions (or any portion thereof), the conflicting terms of the Terms & Conditions shall prevail.
You may not transfer or assign this Agreement, and all attempted assignments by you are void. Piper Noble may assign this Agreement at any time.
- Force Majeure.
Piper Noble shall not incur any liability to Business Owner on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, and shall also include delays in or failure or suspension of the Services caused, directly or indirectly, by mechanical or power failure, computer malfunctions (including, without limitation, software, hardware and firmware malfunctions).
- Entire Agreement; Amendment; Severability; Waiver.
This Agreement, along with the Terms & Conditions (including all attachments, exhibits, addendums and other documents referenced therein) which are hereby incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Services and there are no representations, understandings, or agreements which are not fully expressed in this Agreement. Piper Noble may amend this Agreement from time to time without notice. Continued use of the Services constitutes your binding acceptance of the current Agreement at that time. If any provision of this Agreement is determined to be invalid under any applicable rule of law, such a determination will not affect the remaining portions of this Agreement. The waiver of failure of either party to exercise any right in any respect provided for in this Agreement will not be deemed a waiver of any further right in this Agreement.
The parties agree that notices relating to or required by this Agreement may be provided by electronic mail or by written notice deposited in U.S. mail and shall be deemed given (a) immediately if by electronic mail or (b) if by mail, three (3) business days after mailing.
E-SIGN DISCLOSURE AND CONSENT TO ELECTRONIC RECORD
E-SIGN, requires that you consent to entering into an electronic agreement with Piper Noble LLC, d/b/a Piper Noble® (hereinafter “Piper Noble”) before the agreement is executed. Please read the following information carefully.
- Should you enter into an online Piper Noble Terms & Conditions (“Terms & Conditions”) with Piper Noble, you will not be required to submit a paper application. The entire agreement between you and Piper Noble will be evidenced by an electronic record. However, you must consent to the use of an electronic record and must read the Terms and Conditions of the Terms & Conditions, Piper Noble Policies & Procedures, and the Compensation Plan during the enrollment process and electronically acknowledge that you have read these documents.
- To access these documents and submit your online application, you will need a computer with Internet access, Internet browser software and PDF viewer.
- You may withdraw your consent to the use of electronic records at any time. However, should you do so, your Terms & Conditions will be automatically terminated and you will lose all rights to any Downline (including but not limited to any property rights you may have), and you will lose all rights to all remuneration under the Piper Noble Compensation Plan. Should you wish to withdraw your consent to the exclusive use of an electronic agreement (and thereby terminate your agreement with Piper Noble), or update any of your personal information, you must do so by contacting us.
- You agree that Piper Noble may amend the Terms & Conditions and all documents incorporated therein at its sole discretion upon proper notice as specified in those documents. You may also access the version of these documents that were in effect at the time you executed your electronic agreement. Any outdated documents are archived by Piper Noble and are available by contacting Piper Noble. The most current version of the Terms and Conditions, the Policies and Procedures, and the Compensation Plan are always available in your applicable Ambassador HOP for viewing, printing and downloading.