Terms and Conditions

SimplyCast

Please read these terms and conditions of use carefully. These terms and conditions may have changed since your last visit to this website. Our terms are designed to encourage better service and compliance with anti-spam regulations. By using SimplyCast, you are agreeing to the following terms and conditions, and, as such, we recommend familiarizing yourself with them.

 

The SimplyCast Multi-Channel Marketing services are provided by SimplyCast.com (“We” or “SimplyCast.com”) to you, as an authorized user of SimplyCast.com, subject to the terms of this agreement (“Agreement”), and the rules that may be published from time to time by SimplyCast.com. SimplyCast.com currently offers services to users who agree to abide by (i) the terms and conditions of this Agreement; (ii) the Anti-Spam & Privacy policy, and (iii) all other guidelines posted on the SimplyCast.com sites. SimplyCast.com reserves the right to revise the terms of this relationship at any time without notice to you. In addition, when using particular services of SimplyCast.com, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted by SimplyCast.com from time to time. All such guidelines or rules are hereby incorporated by reference into this Agreement. Users who violate the terms of this Agreement will have their SimplyCast.com account (“Account”) canceled and they may permanently be banned from using SimplyCast.com. ENTERING a page of the SimplyCast.com application(s) WILL CONSTITUTE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, PLEASE DO NOT ENTER ANY APPLICATION SITES OF THE SimplyCast.com or its affiliated SITES.

 

Conditions of Service

 

DESCRIPTION OF SERVICE

SimplyCast.com provides individuals, businesses and organizations worldwide with a service to create, maintain and send communications with tools such as (“Email Marketing”), (“SMS Marketing”), (“Fax Marketing”), (“Autoresponder Marketing”), and (“€œTwitter Marketing”€). SimplyCast.com also provides services to collect, manage, and monitor data with tools such as (“Event Marketing”), (“€œSurvey Marketing”€), (“€œBlacklist Monitor”€), (“€œLink Tracking”€),(“€œList Management”€), and (“€œSignup Forms”€). Each of these tools may be subject to a separate set of rules or guidelines in addition to those mentioned in this Agreement. Any rules or guidelines posted on SimplyCast.com or within the application form part of this agreement.

 

YOUR OBLIGATION

You unconditionally agree to the following terms (which may be occasionally updated or changed without notice to you):

  1. You agree to provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”).
  2. You agree one and only one account when using our service, unless authorized by a company representative. This helps SimplyCast cut down on abusive accounts and eliminate multiple points of contacts for the same company.
  3. You agree not to send unsolicited message and forbidden content. This includes pornography, casino, junk mail, Multi-Level Marketing (MLM) related messages and any illegal content. You are forbidden to use SimplyCast to present, sell or offer to sell any content that is deemed pornographic, hateful, libelous, or illegal. SimplyCast.com may only be used for lawful purposes.
  4. You agree that you will not link to or upload any webpage or file which attempts to interfere with, steal information from, damage, provides you or a third-party to gain unauthorized access to, or render inoperable any computer system.
  5. You agree to comply with all applicable laws, statutes, and regulations relevant to the marketing method you are using and the Region(s), State(s), Province(s), and Nation(s) you are marketing to.
  6. You acknowledge and agree that campaign results will be stored on SimplyCast.com servers for no more than 90 Days, after which results may be subject to archiving or deletion.
  7. You acknowledge and agree that not all messages sent through use of SimplyCast.com will be received by their intended recipients.
  8. You agree that no unsolicited email messages will be sent using SimplyCast.com.
  9. You agree not to upload or use third party mailing lists including, but not limited to, rented lists, purchased lists, or lists not collected using permission-based methods.
  10. You agree to use SimplyCast.com’s email marketing tools only to send messages to users who have given their express consent to receive messages from you.
  11. You agree that you are the sole or designated “sender” (as per terms of the CAN-SPAM 2003 Act) when using SimplyCast.com.
  12. You agree that the “subject” line of all messages sent using SimplyCast.com must not be deceptive or misleading in nature, and shall reflect the content of the body of your message.
  13. You agree that the sender information provided shall reflect the true identity of the sender and shall not contain any deceptive or misleading information.
  14. You agree that SimplyCast.com adds the tag line “Powered by SimplyCast.com” at the end of the message. This will only occur if you have not subscribed to removing the tag-line by selecting the appropriate plan.
  15. You agree that every email message sent by you, must contain the SimplyCast.com “unsubscribe” link that allows the recipient to be removed from your list or lists.
  16. You will not operate an account on behalf of, in connection with or resell any service to individuals and/or firms listed in the Spamhaus “€˜Register of Known Spam Operations”€™ (ROSKO) database at http://www.spamhaus.org. If this occurs it will result in account termination and a fine of $100,000 USD.
  17. Suppression abuse will not be tolerated. Any misuse of an individual unsubscribe list, SimplyCast’s internal suppression list, or any other suppression file through the SimplyCast Service will result in account termination and a fine of $100 per message sent to users on any suppression file.

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FEES & PAYMENTS

You are solely responsible for all charges, fees, taxes arising out of any use of your account by you or anyone else using your account. SimplyCast reserves the right to modify any fees, provided notice is given either by email or through the website.

 

The following conditions apply:

  1. Once you have exceeded the free subscriber limit, you will be required to either purchase a subscription or pay-as-you-go credits to continue using the service.
  2. Payment for SimplyCast.com services may be made with Credit Card, PayPal, Check, or wire transfer:
    1. If you use a Credit Card to pay for use of SimplyCast.com, the following conditions apply:
      1. If you choose a monthly subscription option or “€œPlans-Per-Credit”€ you agree that your card will be billed once per month for the full subscription amount plus any additional charges accrued. These charges will be made on the date that occurs first: (a) 30 days from the previous calendar months charge, or
        (b) The last day of the month, if no subscription charge was made in that calendar month.
      2. If you choose to prepay for a period of time you may be entitled to a discounted rate determined at point of purchase. You agree that after the prepaid time has expired your account will be automatically subscribe to a monthly subscription as in section A) above.
      3. You may cancel your subscription at any time through the “€œCancel My Account”€ link on the “€œMy Account”€ page when logged in to the site. SimplyCast.com does not accept Subscription cancellations via any other method of contact. If prepaid time is remaining when the account is canceled it will expire as normal and can be used until the expiration date.
      4. You agree that if payment is not received from your card issuer (its agent,or affiliate) that you will pay all amounts due upon demand.
      5. You agree that SimplyCast.com is entitled to obtain your card details, store them, and use them to bill charges.
      6. You agree that each time you use the SimplyCast.com Service you reaffirm that SimplyCast.com is authorized to charge the credit card on file.
      7. You agree to promptly notify SimplyCast.com of any changes to (a) The account number or expiration date of your card, (b) The billing address for your card.
      8. You agree to promptly notify SimplyCast.com if your card is cancelled, lost, or stolen.
      9. You agree to provide SimplyCast.com with a completed “€œCredit Card Authorization Form”€ upon request. Failure to provide this form when requested may result in the termination of your account and the forfeiture of any pre-paid amounts.
      10. You agree not to apply for a chargeback to your credit card company.
      11. If your method of payment is an American Express Credit Card, you agree that your account will be billed in Canadian dollars, and that the total billed may include a currency conversion fee charged by your credit card provider. Due to daily changes in the exchange rate, the total amount billed may vary.
    2. If you choose to pay with Check, PayPal, or wire transfer the following conditions apply:
      1. You agree that no service may be rendered until payment is received and cleared.
      2. You agree that if choosing a plan available via subscription you will be invoiced for a minimum of 3 months of prepaid service. You may be entitled to a discounted rate for purchasing prepaid service.
  3. All fees for use of SimplyCast.com’s Services are listed on this site and within the application. Your account will be charged based on these fees or a fee given to you by an authorized SimplyCast.com representative.
  4. All fees are billed in USD unless otherwise noted on the Site(s).
  5. SimplyCast offers a “€œbest price promise”€ to ensure you are receiving the most competitive price available. If you are able to find a better price for comparable service to SimplyCast, please provide us with the information via email and we will honor the price provided. We reserve the right to decline a quote if we can”€™t verify the authenticity of the information provided. We also reserve the right to decline price matching for the use of our Fax Marketing or SMS marketing services.
  6. SimplyCast offers a risk free “30-Day Money-Back Guarantee” for the initial payment of email-based services on all new accounts. This offer is limited to accounts which have used the email, link tracking, survey, event and autoresponder services only, and does not apply to any other channel unless specified herein. You are considered to have used a service once a campaign of any size has been initiated with it. Existing customers are not eligible for this promotion. This offer is not valid for accounts which have been investigated or terminated for non compliance.
  7. Additional Fees may be accrued by requesting Premium services, Account upgrades, or Early Renewals. Additional fees will be billed as follows
    1. Fees for Premium Services will be invoiced separately and billed to the credit card on file. In the event there is no card on file we will accept payment for Premium Services by PayPal or by Check.
    2. Account upgrades or Early Renewals processed through the application will be billed immediately to the card on file for the full amount of the package plus any overages (as detailed below). Any unused credit will be carried forward when the account is upgraded or renewed early.
  8. Overages fees may be accrued on any account that is currently
    1. On a monthly subscription package.
    2. On a pre-paid subscription and has a valid card on file.

    Overages fees are determined as follows:

    1. If your account is subscribed to a Credit based plan, overages will be billed at an additional rate of 25% per message, based on your current subscription. The calculation for this is (Monthly cost of your subscription / Email Credits provided by your subscription) X 1.25. The total amount billed will be based on the total number of additional credits used by your account over your subscription limit.
    2. If your account is subscribed to a Contact”€based plan, overages will be billed at an additional rate of 25% per message, based on your current subscription. The calculation for this is (Monthly cost of your subscription / Contact Limit provided by your subscription) X 1.25. The total amount billed will be based on the number of additional contacts stored in your account over your subscription limit.

    In any case, you will be unable to accrue overages of more than 2 times (2x) the total number of email credits or contacts included in your subscription.

  9. All amounts received by SimplyCast.com (Whether Subscription, Prepayment or otherwise) are COMPLETLY NON-REFUNDABLE. The “30-Day Money-Back Guarantee” is the only exception to this rule.
  10. You agree that SimplyCast.com may block access to your account after 3 failed attempts to collect automatically billed subscriptions. Access to the account will be granted when all due amounts are paid in full.
  11. You acknowledge and agree that you are responsible for paying Fees for all messages sent through SimplyCast.com, regardless of whether delivery of such messages to their intended recipients is prevented or blocked by any third party.

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USER ACCOUNT, PASSWORD, AND SECURITY

Upon the creation of an account with SimplyCast.com you will choose a username and password. You will receive confirmation of your REGISTRATION upon completing the Service’s account creation process. You are responsible for maintaining the confidentiality of the password for your Account, and are fully responsible for all activities that occur under your password or Account. You agree to notify SimplyCast.com of any unauthorized use of your password or Account or any other breach of security. You agree to ensure that you exit or log out from your Account at the end of each session.

 

OWNERSHIP, COPYRIGHT & TRADEMARK

SimplyCast.com does not claim ownership of Content you submit or make available for inclusion on the Service. This also means SimplyCast claims no responsibility for any content (any information, including audio, video, text, email, or any material) that you upload, post, email, transmit or otherwise make available via the Service. You are wholly responsible for any content associated or transmitted with your account.

SimplyCast.com respects the intellectual property of others, and we ask our users to do the same. SimplyCast is a registered trademark. Any reproduction of the SimplyCast.com trade mark without the explicit permission of SimplyCast.com is strictly prohibited.

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MONITORING AND REPORTING

  1. You agree that any message you schedule may be held for review for any length of time while SimplyCast.com determines if it is acceptable for transmission through the Service.
  2. You agree that SimplyCast.com reserves the right to decline the transmission of any broadcast or message with or without cause and with or without notice to you.
  3. You acknowledge that SimplyCast.com reserves the right to monitor, edit, and remove any content uploaded to the site(s) or Service
  4. We reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators or other third parties. We also reserve the right to access and disclose any information relating to your use of our Site, our Software, or our Services, if we feel, in our sole discretion, that accessing or disclosing such information is necessary or appropriate in order to comply with any governmental request, to protect our reputation, or to protect ourselves against potential liability.

 

TERMINATION OF THIS AGREEMENT

  1. Either you or SimplyCast.com may terminate your account at any time with or without cause, upon notice. Any notice by you to SimplyCast.com must be done through the SimplyCast.com My Account page when logged into your account. You agree that when you choose to terminate your account, a SimplyCast.com representative may contact you to ascertain a cause.
  2. Termination for non payment: SimplyCast.com may terminate your account without notice if your credit card provider attempts to seek the return of payments previously made to SimplyCast.com, or upon the rejection of any credit card charges.
  3. Termination of trial accounts: SimplyCast.com may terminate your trial account at any time with or without cause, and with or without notice to you.
  4. Termination for Violation of Conditions of Service: SimplyCast.com may terminate your account at any time if we believe you have failed to comply with these terms of service.
  5. Termination for any cause will result in the forfeiture of all pre-paid fees.

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NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

 

MODIFICATIONS TO SERVICE

SimplyCast.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SimplyCast.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

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TERMINATION OF SERVICE

SimplyCast reserves the right to terminate your service at any time, as a result of those actions deemed inconsistent with the spirit or nature of the Conditions of Service. This includes the forfeiture of any pre-paid services. SimplyCast shall have no liability to you or any third party because of such termination or action.

 

INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless SimplyCast.com and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation, costs and reasonable attorneys’ fees) in connection with any claim or action that (a) arises from any alleged breach of this Agreement, (b) arises from the content or effects of any messages you distribute using SimplyCast.com or (c) arises from your activities or postings on the SimplyCast blog or affiliate sites, (d) otherwise arises from or relates to your use of SimplyCast.com. In addition, you acknowledge and agree that SimplyCast.com has the right to seek damages when you use SimplyCast.com for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance, and/or consequential damages.

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GENERAL TERMS

YOU AGREE THAT THIS AGREEMENT, AND YOUR USE OF SIMPLYCAST.COM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF NOVA SCOTIA, CANADA. THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED. YOU EXPRESSLY AGREE THAT EXCLUSIVE JURISDICTION FOR ANY CLAIM OR DISPUTE ARISING FROM THE USE OF SIMPLYCAST.COM RESIDES IN THE CITY OF HALIFAX, NOVA SCOTIA, CANADA.

 

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIMPLYCAST.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) SIMPLYCAST.COM MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIMPLYCAST.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

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Terms and Conditions Last Updated: 2011-08-30

Affiliate Terms of Service

Our terms are designed to encourage better service and compliance with anti-spam regulations. By using SimplyCast, you are agreeing to the following terms and conditions, and, as such, we recommend familiarizing yourself with them.

This Affiliate Agreement (this “Agreement”) contains the complete terms and conditions between ourselves, SimplyCast.com. (“SimplyCast.com” or “we”), and you (“€œyou”€ or “€œuser”€), regarding your application to participate as an affiliate (an “Affiliate”) of SimplyCast.com. As an affiliate your role will be to promote the various products and/or services from sites owned and operated by SimplyCast.com (the “Sites”).

Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and us.

SimplyCast Affiliate Network Account. To become an Affiliate you will have to submit a completed Affiliate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if we determine, in our sole discretion, that Your Site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on Your Site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. Similarly, we shall reject your application if we determine, in our sole discretion, that Your Site is designed to appeal to minors.

Setting Up Links and Promotions. Once a member of the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by SimplyCast.com which shall all link to one of SimplyCast”€™s Sites (collectively referred to hereinafter as a “Link”), which you may display on Your Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. Further, you agree that you will use the Links strictly in accordance with any specific instructions which we may provide you with from time to time. If during the term of this Agreement you wish to place the Links on Web sites other than those Web sites which you have previously reported to SimplyCast.com and which SimplyCast.com have approved (“Alternative Sites”), you shall be obligated to request and receive SimplyCast.com”€™s permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written consent from SimplyCast.com to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not authorized herein or not approved in advance by SimplyCast.com including, without limitation, the use of Links in connection with site-scraping, spam e-mails, blog spamming or any other illegal or unethical marketing practices. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs or other digital media containing Site-related promotional material (the “CDs”) to potential Real New Clients, as defined below, (ii) the publication of bonus codes and (iii) any other method of promotion approved at any time by us (each a “Promotion” and collectively the “Promotions”). Your activities in relation to a Promotion shall be strictly in accordance with SimplyCast.com”€™s relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to the Promotion, you shall not be permitted to receive any commissions generated on account of Real New Clients who have become such in connection unapproved Promotions.

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Real New Clients. A “Real New Client” shall mean an Internet user who accesses one of the SimplyCast.com Sites directly through a Link, opens a new account and makes a valid purchase. Neither you nor your relatives are eligible to become Real New Clients and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term “relative” shall mean any of the following: spouse, partner, parent, child or sibling. The number of Real New Clients per individual household computer is strictly limited to one. SimplyCast.com”€™s measurements and calculations in relation to the number of Real New Clients and the relevant Gross Purchase figures shall be the sole and authoritative tool of such measurements and calculations and shall not be open to review or appeal. We shall make the number of Real New Clients and the relevant Gross Purchase figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between Your Site and the Sites are properly formatted throughout the term of this Agreement.

Commissions. You will then be entitled to the following commissions for each new client sale:
Sale Number
Your Commission
New Client Sale
20.00%

We hereby retain the right to convert the commission scheme by which you shall be paid as we shall see fit.
All commissions shall be paid to you on a monthly basis, within 45 days following the end of a closed sale. Payments of commissions shall be made directly to you through Paypal. In the event that you provide SimplyCast.com with incorrect or incomplete details in relation to your preferred payment method and SimplyCast.com is not able to transfer the commissions to you, SimplyCast.com reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. SimplyCast.com shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $200 (the “Minimum Amount”), SimplyCast.com shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. SimplyCast.com retains the right to review all commissions for possible Fraud, where such Fraud may be on the part of the Real New Client or on your part. During the period of time in which SimplyCast.com shall review commissions for possible Fraud, where such review period shall not to exceed 180 days, SimplyCast.com shall have the right to withhold any commission accrued in your favour until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and SimplyCast.com retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that SimplyCast.com deems that Fraud has occurred, either on your part or on the part of a Real New Client, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through the Fraud or otherwise. SimplyCast.com retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and SimplyCast.com shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

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For the purpose of this Agreement and by way of example only the term “Fraud” shall include, but shall not be limited to, actual or attempted (i) bonus abuse on the part of the Real New Clients, (ii) the encouragement by you or a third party of bonus abuse on the part of the Real New Clients, (iii) a chargeback executed by a Real New Client in relation to their initial purchase, (iv) the opening of an account in breach of the terms of this Agreement, (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential Real New Clients and (vi) any other act by you or by a Real New Client which is reasonably understood to have been committed in bad faith against SimplyCast.com regardless of whether or not such action has resulted in any type of harm or damage to SimplyCast.com.

Obligations Regarding Your Site. You will be solely responsible for the technical operation of Your Site and the accuracy and appropriateness of materials posted on therein. You agree that Your Site will not, in any way, copy or resemble the look and feel of any of SimplyCast.com”€™s Sites nor will you create the impression that Your Site is one of SimplyCast.com”€™s Sites. You also agree that Your Site will not contain any content of the Sites or any materials which are proprietary to SimplyCast.com, except (i) with our prior permission, or (ii) materials obtained by you via the SimplyCast Affiliate Network information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold SimplyCast.com harmless from all claims, damages, and expenses (including, without limitation, attorney”€™s fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on SimplyCast.com and has the potential to cause substantial damage to SimplyCast.com”€™s reputation and goodwill and that you shall at all times consider the goodwill and reputation of SimplyCast.com and SimplyCast.com”€™s name.

Term. The term of this Agreement will begin upon your acceptance to the SimplyCast Affiliate Network and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or email. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from Your Site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the SimplyCast Affiliate Network. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.

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Fraud. If fraud of any kind is committed by the user, SimplyCast.com has the right to forfeit all unpaid commissions. The term of this Agreement will begin upon your acceptance to the SimplyCast Affiliate Network and will end when terminated by either Party.

Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the SimplyCast Affiliate Network and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.