Terms & Conditions

These terms & conditions constitute an agreement between Watchdog Affiliate Managers, LLC. ("Watchdog"), a Delaware corporation, and Customer, and supersedes all previous representations, understandings or agreements, and shall prevail notwithstanding any variance with terms and conditions of any order submitted. This Agreement sets forth the terms and conditions under which the customer agrees to use Watchdog's Affiliate Express Services ("Service" or "Services").

1. Terms of Service

A. Commencing on the date on which customer initiate the Services, Customer will have use of the Affiliate Express Services. The terms, conditions, and charges for the Services may be periodically modified. Such modified terms, conditions, and charges can be found on the Watchdog Affiliate Express Web site. After notice of a modification, customer’s continued use of the Services constitutes an affirmative agreement to be bound by such new terms, conditions, and charges.

B. The Services shall continue until such time as customer provides Watchdog with notice that customer wish to discontinue the Services, or the Services are terminated and/or canceled by Watchdog, as set forth herein.

C. Watchdog reserves the right to modify or discontinue the Services, and any rates, terms, or conditions, at any time.

2. Modifications

Watchdog may modify this Agreement at any time in its sole discretion. Any modification is effective immediately upon either a posting on the Watchdog Home Page, or by a message from Watchdog sent by electronic mail, or by conventional mail. If any modification to this Agreement is unacceptable to customer, customer may immediately terminate the Services.

3. Limitation of Liability

A. Watchdog will make reasonable efforts to provide continuous, uninterrupted, expedient, and error-free Service. Under no circumstances shall Watchdog be liable to the customer or any other person/business for any special, incidental, consequential, or punitive damages of any kind, including without limitation, loss of profits, loss of income or cost of replacement Services.

B. Watchdog's liability for damages in regards to extraordinary and unreasonable interruptions of service, or for mistakes, omissions, delays, errors and defects (including, but not limited to, interruption of service, deletion of files, loss of or damage to data, and damages resulting from computer viruses) in the provision of the Services, shall in no event exceed an amount equal to the prorated charges to customer for the period during which the Services are affected. CUSTOMER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT WATCHDOG IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM WATCHDOG OR ITS AFFILIATES AND VENDORS.

C. EXCEPT AS EXPRESSLY SET FORTH IN CUSTOMER’S CONTRACT, WATCHDOG HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY, AND PERFORMANCE.

D. WATCHDOG MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES WATCHDOG MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA UPLOADED, DOWNLOADED, OR OTHERWISE OBTAINED, THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S OWN RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE UPLOAD OR DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY WATCHDOG, ITS EMPLOYEES, LICENSORS, AGENTS OR THE LIKE, WILL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON SUCH ORAL ADVICE OR WRITTEN INFORMATION.

E. Through customer’s use of the Services, customer may have the opportunities to engage in commercial transactions with other Internet users and vendors. Customer acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and customer. Watchdog MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICES, AND CUSTOMER UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CUSTOMER’S OWN RISK.

4. Indemnity

A. Customer agree to indemnify and hold Watchdog harmless from all claims, losses, liens, expenses, suits and attorneys' fees ("Liabilities") for injuries to or death of any person and for damages to or loss of any property which may in any way arise out of or result from or in connection with customer’s use of the Services, except to the extent that such Liabilities arise from the willful misconduct of Watchdog.

B. Customer agrees to indemnify Watchdog, its affiliates and subsidiaries, in the event that customer’s use of the Services (i) constitutes a violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent or deceptive, (iii) is intended to threaten, harass or intimidate, or (iv) interferes with other customers' use or enjoyment of the Services provided by Watchdog.

5. Compatibility

Customer is solely responsible for provisioning, configuration and maintenance of all equipment and software on customer’s premises, including, without limitation, computer equipment, photography equipment and software, application software, and modems. Watchdog shall not be responsible for delays in the provision of Services resulting from incompatibility of such equipment and software, or resulting from improper provisioning, configuration or maintenance of such equipment and software.

6. Advertising

Customer shall not use Watchdog's name or any language, pictures or symbols which could, in Watchdog's judgment, imply Watchdog's endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

7. Member Responsibilities and Use Limitations

A. Customer agrees, or anyone using customer's account, to not place any copyrighted material on the Service without the permission of the copyright owner or persons authorized by the copyright owner to grant permission. Customer is responsible for obtaining the necessary permission before permitting any copyrighted material that belongs to others to be placed on the Service.

B. Watchdog reserves the right to suspend or terminate the Services to customer, or to suspend or terminate any user ID, URL, IP Address, or domain name used by you, in the event it is used in a manner which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate or (iv) tends to damage the name or reputation of Watchdog, its parent, affiliates and subsidiaries.

C. Customer understands and agrees that any attempt to break security, or to access an account which does not belong to you, shall be considered a material breach of this Agreement, and such breach may result in suspension or termination of the Services. Customer further agrees to immediately notify Watchdog of (i) any unauthorized use of customer’s account and/or (ii) any breach, or attempted breach, of security known.

8. License Grant and Copyright Notice

A. Customer retains all rights to all materials uploaded to the Service by customers or others customer authorizes to use customer’s account. Customer owns and is responsible for any/all content placed (uploaded) into the system.

B. The copying, reproduction, or publication of any part of the Service is prohibited, unless expressly authorized in writing by Watchdog.

9. Force Majeure

Watchdog shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

10. Cancellation, Termination, and Assignment

A. In the event that a ruling, regulation, or order issued by a judicial, legislative or regulatory body causes Watchdog to believe that this Agreement and/or the Services provided hereunder, may be in conflict with such rules, regulations, or orders, Watchdog may suspend or terminate the Services, or terminate this Agreement, without liability.

B. Cancellation Charges: Watchdog does not refund charges for unused service if the customer chooses to terminate this agreement. However, if Watchdog terminates this agreement, any remaining portion of the hosting fee will be refunded to the customer.

C. If customer fails to pay any charge when due, including, but not limited to, product charges, service charges, or taxes, or if customer fails to perform or observe any other material term or condition of this Agreement, or if customer provided false or inaccurate information which is required for the provision of the Services or is necessary to allow Watchdog to bill you for the Services, and such condition continues un-remedied for thirty days, customer shall be in default and Watchdog may suspend or terminate the Services.

11. General

A. This Agreement, and the provision of the Services, may be terminated at any time by either party upon written notice to the other.

B. This Agreement shall be construed in accordance with the Laws of the State of California.

C. Some jurisdictions do not allow the exclusion of certain warranties, in which case such warranty exclusions may not apply to you.

D. The provisions of this Agreement are for the benefit of Watchdog and its service providers, licensors, employees, and agents; and each may assert and enforce those provisions directly on its own behalf.