Revised: November 20th, 2002|
Welcome to the myGeek.com Seller Program! This program allows you (the "Seller") the opportunity to access the proprietary myGeek.com database of customer product and service searches and requests and the opportunity to identify your site as a myGeek.com Seller member.
To become a member of the myGeek.com Seller Program, please read the following Terms and Conditions carefully before registering. After you have reviewed the Terms and Conditions, and if you agree to them, click the "I agree to the myGeek.com Seller agreement" box on the Seller Registration Form. You must agree to all of the Terms and Conditions set forth below, as well as any referenced policies or guidelines. If you do not agree to all the Terms and Conditions set forth below, you should not check the "I agree" box. myGeek.com's acceptance of you as a Seller is expressly conditioned upon your assent to all of the Terms and Conditions.
myGeek.com reserves the right to change or modify any of the Terms and Conditions set forth in this document or any policies or guidelines relating to the myGeek.com site (the "Site"), at any time and in its sole discretion. Any changes or modifications to these Terms and Conditions shall be effective upon posting of them on the Site. Any changes or modifications to referenced policies and guidelines may be posted without notice to Sellers. Your continued use of this Site and the Services (as defined below) following myGeek.com's posting of any change or modification will constitute your acceptance of such change or modifications.
- Enrollment in Seller Program. To become enrolled as a registered Seller, you will need to fill out and submit a completed Seller Registration Form on myGeek.com's website. myGeek.com may reject an application if it determines (in its sole discretion) that the business or related website of the Seller is unsuitable for the myGeek.com Seller program. Websites and businesses deemed unsuitable by myGeek.com include those that: (i) promote sexually explicit materials; (ii) promote violence; (iii) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) promote illegal activities; (v) include "mygeek" or variations or misspellings thereof in their domain names; (vi) otherwise violate or encourage the violation of intellectual property rights; or (vii) violate other standards of good business established by myGeek.com in its discretion. If myGeek.com rejects an application, the Seller may submit a new application at any time. If myGeek.com accepts an application and the Seller completes the Seller Registration process, myGeek.com may terminate the Seller Registration if it thereafter determines (in its sole discretion) that the Seller is unsuitable for the Seller program for one or more of the reasons specified above.
If you elect to participate in the myGeek.com Seller Program, you warrant and represent (i) that you are at least 18 years of age, and (ii) that the credit card and billing information you submit is true and accurate and derived from a credit card that you are authorized to use, and (iii) agree to pay the myGeek.com Seller fees described below.
- Scope of Services. The myGeek.com Service ("Service") provides a forum and process for Buyers ("Buyer" is an individual looking to purchase a product or service) to be introduced to Sellers advertising through the myGeek.com Service. a) Buyers can Search ("Buyer Search") using simple keywords for Sellers Advertising on myGeek.com either directly on the myGeek.com Site or through a registered Affiliate or Distribution Partner of myGeek.com. Sellers must bid (minimum bid amounts may apply) for placement on a listing to appear in the search results generated by myGeek.com or a registered Affiliate or Distribution Partner of myGeek.com. At the time a Buyer Search is performed, a list of Advertising Sellers Keyword Links ("Seller Keyword Link") is generated by myGeek.com and either displayed from the highest bid to the lowest bid on the myGeek.com web site or displayed on a registered Affiliate or Distribution Partner of myGeek.com's web site along with other competing advertisers (note: minimum bid amounts may apply and a Seller's potential placement on a registered Affiliate or Distribution Partner of myGeek.com's web site is dependent on other competing advertiser's listings and the Affiliate or Distributing Partner's algorithm)
, for Active Sellers ("Active Sellers" are Sellers registered with myGeek.com who have a positive cash balance with myGeek.com), for the keywords entered in the Buyer Search. All bids of the same amount are sorted alphabetically on the myGeek.com web site. Sellers understand that they may be listed in the results for Buyer Searches performed for misspellings, singular or plural combinations and other similar words to the Buyer Search keywords entered. b) Alternatively, Buyers can Search ("Buyer Search") using simple keywords for Sellers Advertising on myGeek.com through various Relevancy Based Search Engines Partners of myGeek.com, including but not limited to Inktomi, Looksmart, AskJeeves, Lycos, etc. Sellers must bid a minimum bid amount for a Relevancy Link (along with an associated list of keywords) for inclusion on a listing
to appear in the search results generated by the Relevancy Based Search Engine Partners of myGeek.com. At the time a Buyer Search is performed, a list of Advertising Sellers Relevancy Links ("Seller Relevancy Link") is generated from the myGeek.com database and is displayed on the Relevancy Based Search Result page based on each Relevancy Based Search Engines algorithm (Note: Because the results display is driven by an algorithm based on relevancy the display of any one Relevancy Link is not an exact match and there is no guarantee as to where any Link will be displayed) along with other competing advertiser's bids, for Active Sellers ("Active Sellers" are Sellers registered with myGeek.com who have a positive cash balance with myGeek.com), for the keywords entered in the Buyer Search that match the keywords associated with each Relevancy Link. Sellers understand that they may be listed in the results for Buyer Searches performed for misspellings, singular or plural combinations and other similar words to the Buyer Search keywords entered and c) Alternatively, Buyers can choose to submit a more specific search as a Request ("Buyer Request") directly to Sellers Advertising on myGeek.com to receive a Response ("Seller Response") more specifically matching the Buyer Request. myGeek.com will use reasonable efforts to submit to a Seller any Buyer Requests for products and services that fall within a category specified by the Seller in the Seller Registration Form completed by Seller. The Seller shall then have the option to reply to and place a bid amount (minimum bid amounts may apply) for the submitted Buyer Request via the myGeek.com Service. Seller Responses to a specific Buyer Request are presented to a Buyer in order of bid amounts from highest to lowest in the Response Overview, which is displayed on top of the Seller Keyword Links. All Seller Responses will be saved on the myGeek.com system and may be included in future Buyer Searches or Buyer Requests, as Matching Responses, matching the keywords included in
the original Buyer Request. On the myGeek.com web site, Seller Responses used in future Buyer Requests or Buyer Searches are presented from highest to lowest bid amount along with other Seller Keyword Links. For searches performed on Affiliate or Distribution Partners of myGeek.com, the Seller listings associated with Seller Responses are included along with Seller Keyword Links when results are generated (note: minimum bid amounts may apply and a Seller's potential placement on a registered Affiliate or Distribution Partner of myGeek.com's web site is dependent on other competing advertiser's bids) and then displayed along with other competing advertiser's bids. Seller's have the option within the myGeek.com Seller Home Page to not have their Seller Responses distributed beyond the original Buyer Request. d) The activities and other efforts used by myGeek.com to provide the foregoing Services (the "Services") shall be at myGeek.com's sole discretion. MyGeek.com does not guarantee that a Seller will be included in Buyer Search results and that myGeek.com has the right to not include or to completely discontinue to place a Seller in any Buyer Search results. Seller also understands that it may be necessary to modify Seller data including but not limited to company name, titles, descriptions, etc. to account for results display and or the limitations of certain Relevancy Search Engine algorithms. Please note that any changes to your account including billing information, Keyword Links, bid amounts, Relevancy Links, contact information, etc. can take up to one (1) Business Day to become effective on the myGeek.com Service.
- Seller Program Fees and Payment Terms: myGeek.com reserves the right to change our fees or payment terms at any time. Seller agrees to pay myGeek.com all applicable fees charged to Seller's account as per the current myGeek.com Seller Fees and Payment Terms, selected by the Seller, as detailed in http://www.mygeek.com/seller_fees_bill_info.jsp. Seller understands that myGeek.com requires a minimum amount to open an account of which a portion or the entire amount will be non-refundable, as detailed on http://www.mygeek.com/seller_fees_bill_info.jsp. Sellers also agree to pay all charges for clicks on their Seller Keyword Link or entered Seller Responses, calculated by taking the number of clicks multiplied by the bid amount for each Seller Keyword Link or entered Seller Responses, as detailed on http://www.mygeek.com/seller_fees_bill_info.jsp. If Seller selects a payment plan that does not automatically replenish your account when the account balance falls to a minimum balance, none of the Sellers Keyword Link or Seller Responses will be displayed until the cash balance is replenished above the minimum balance level. If Seller selects a payment plan to replenish its account automatically when the balance drops below a minimum balance, the Seller hereby authorizes myGeek.com to charge the Seller's credit card the amount specified by the Seller. Any enhanced monthly service fees (i.e. such as a monthly fee to include your logo along with listings), that are automatically renewed, and therefore automatically charged to your account the first day of subscription and on or about the same day each month thereafter, without notice, unless cancellation notice from the Seller is received at least seven (7) business days prior to renewal. Unless and until the Seller terminates a specific enhanced monthly service fee in accordance with the terms hereof, Sellers hereby authorize myGeek.com to charge
the Seller's account the monthly recurring fee. myGeek.com is not responsible for any charges or expenses (overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by myGeek.com. A Seller's monthly billing date is the numerical date of the day they selected a given enhanced monthly service. For Sellers who select an enhanced monthly service on a day that does not exist in a subsequent month (i.e., the 31st of February), the charge will be processed the last day of the current month. For example, if a Seller's selects an enhanced monthly service on the 31st of March, and the next billing date is to be in April, the charge will be processed on the 30th of April, as the 31st of April does not exist. Enhanced monthly service fees may be canceled at any time, and without cause, by either myGeek.com or the Seller upon notification of the other by electronic or conventional mail. When a Seller cancels an enhanced monthly service, they will not be charged the monthly subscription fee thereafter, but will not receive a refund of enhanced monthly fees previously paid. If your account does not contain the necessary funds to charge an enhanced monthly service fee, the enhanced monthly service will be terminated and not activated until your account contains the necessary funds to allow the enhanced monthly service fee to be charged. Your subscription date for an enhanced monthly service will then be adjusted to reflect the new subscription start date going forward. myGeek.com is not responsible for any charges or expenses (overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by myGeek.com. The Seller also agrees to report to myGeek.com, either via electronic or conventional mail, any changes to the Seller's billing information within thirty (30) days of the change. Bid amounts may be changed or cancelled at any time, and without cause, by Seller upon notification of the other by electronic or conventional mail. (Note: termination notices sent via email or c
onventional mail can take 3-5 business days to become effective, while termination of services online through a Seller's Account takes effect immediately. Additionally, Seller will be liable for all fees incurred for up to 10 business days for any terminations of Relevancy Based Search Engine Campaigns.) The Seller is liable for charges incurred until termination of each of the Seller's Programs. Notice of any disputes must be in writing and received by myGeek.com within thirty (30) days after the disputed charge, or the Seller hereby waives any objection. The Seller also agrees to be wholly responsible for any and all delinquent and/or dishonored payments, and for necessary collection costs and to hold harmless ad indemnify myGeek.com from and against all claims relating to the foregoing. See http://www.mygeek.com/seller_fees_bill_info.jsp for all details of the Seller Fees and Payment Terms. Any set-up Fees charged to the Seller are non-refundable, even if the account is cancelled prior to the program starting.
- Security. Our Secure Server Technology encrypts your personal information and credit card data as it is transferred across the Internet. The myGeek.com Service includes extensive security to protect this data, as it is stored on our servers. A Seller Account is personal to the Seller, and the Seller may not transfer or make available their account name and password to others. The Seller is directly responsible for maintaining the confidentiality of their account username and password. The Seller is responsible for all uses of their account, whether or not actually or expressly authorized by the Seller. Any distribution by the Seller of their account username and password may result in cancellation of the Seller Account without refund and in additional charges based on unauthorized use. The Seller must promptly inform myGeek.com of any apparent breach of security such as loss, theft, or unauthorized disclosure or use of a username or password. Until myGeek.com is notified by electronic or conventional mail, the Seller will remain personally liable for any unauthorized use of the Service.
- Indemnity. Seller agrees to defend, indemnify and hold harmless myGeek.com from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to Seller's sale of (or offer to sell) goods or services, and Seller's fulfillment of (or failure to fulfill) a Buyer Request.
- Cross-Marketing Provisions. Sellers shall be deemed to grant myGeek.com the limited right and license to use a Seller's trademarks and logos as necessary to perform the Services, and in trade shows and press releases for the purpose of listing Sellers as a Representative Seller who uses myGeek.com's Services. Sellers may, at their election, provide on their website a general link to myGeek.com's home page at http://www.myGeek.com, provided that Sellers use linking guidelines, formats and graphical artwork provided by myGeek.com for this purpose. In addition, myGeek.com will make available to Sellers a small graphic image for identifying the Seller's site as a Registered Seller for myGeek.com. Each Seller is strongly encouraged to display this logo or the phrase "In association with myGeek.com" somewhere on the Seller's site. myGeek.com reserves the right to modify the text or graphic image of this notice from time to time. myGeek.com's images are to be used solely for the purpose of identifying the Seller's site as a participant in myGeek.com's Seller Program and to assist in generating product sales. Sellers may not modify the graphic images or text, or any other of myGeek.com's images, in any way, and myGeek.com reserves all of its rights in such graphic images, text, trade names and trademarks. Sellers shall follow myGeek.com trademark guidelines, as provided and modified by myGeek.com from time to time. All Sellers acknowledge that MYGEEK.COM and MYGEEK are pending registered trademarks of myGeek.com, Inc., as well as other trademarks identified on the site. Sellers may not use myGeek.com's trademarks in connection with any product or service that is not myGeek.com's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits myGeek.com. myGeek.com may terminate a Seller's rights under this Section upon notice to the Seller. Other than the initial Seller Registration, neither myGeek.com nor a Seller shall make
any press release with respect to the Seller Registration or Seller's participation in myGeek.com's Seller program without the other's prior written consent, which may be given or withheld in such other party's sole discretion. i. All information collected from Seller including but not limited to company name, address, contact information, keywords, bid amounts, etc. is shared with both myGeek.com, who provides the Service, and (if applicable) the Private Label Partner.
- Feedback: myGeek.com provides a mechanism for Buyers to provide feedback and ratings of Sellers. myGeek.com will use this information to approve Sellers for upgraded myGeek.com services and programs as well as a general monitoring mechanism for all Sellers. Sellers agree not to export any of the feedback and/or rating data for any usage beyond the myGeek.com web site and also agree not to import any feedback and/or rating data from other sites.
- Third Party Provided Content / Services: Information, services or referenced materials or links to other sites are for general informational or personal purposes only and are not intended to be relied upon for transactional purposes. Neither myGeek.com nor any of its content or service providers shall be liable for any errors or delays in content and/or services or for any action taken in reliance thereof.
- Relationship of Parties. myGeek.com and each Seller are independent contractors with respect to each other. Nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
- Term and Termination. The Terms and Conditions contained in this document shall apply commencing on the effective date of the Seller Registration and until the Seller Registration has been terminated according to the provisions of this Section. Either party may terminate the Seller Registration for convenience by giving 24 hour written notice to the other party. Additionally, myGeek.com shall have the right to terminate the Seller Registration or (at its option) suspend the Services immediately if Seller breaches any material provision of this Agreement. Sections 4, 6, 9, 10, 11, 13 and 14 of these Terms and Conditions shall survive termination of the Seller Registration. myGeek.com reserves the right to terminate your Seller account, or suspend your access to all or part of the site for failure to pay, and/or for violation of the letter and/or spirit of these Terms & Conditions, as determined by myGeek.com in its sole discretion. If the Seller is terminated for violating this Agreement myGeek.com's express written permission will be necessary before the Seller is allowed to use the myGeek.com services again. Upon termination of all Services, myGeek.com shall have no obligation to maintain any content in your account or to forward any unread or unsent messages to you or any third party. (Note: termination notices sent via email or conventional mail can take 3-5 business days to become effective, while termination of services online through a Seller's Account takes effect immediately.)
- Warranty Disclaimer. THE MYGEEK.COM SITE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MYGEEK.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF SELLERABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY AND NON-INFRINGEMENT.
- Confidentiality. Each party agrees that all code, inventions, algorithms, know-how and ideas, and all other business, technical, Buyer and financial information they obtain from the other, are the confidential property of the disclosing party ("Confidential Information"). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure and to obtain confidential treatment. The parties acknowledge that breach of this Section by the receiving party shall cause the disclosing party irreparable harm and therefore, in addition to any other remedies, the disclosing party shall be entitled to equitable or injunctive relief as a remedy for such breach.
- Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MYGEEK.COM SHALL NOT BE LIABLE TO YOU WITH RESPECT TO THE SITE, ANY MATERIALS OR OTHER INFORMATION ON THE SITE, OR ANY PRODUCTS OR SERVICES OBTAINED IN CONNECTION WITH YOUR USE OF THE SITE, FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY YOU THEREFOR, OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, INCOME OR PROFIT, OR LOSS OF OR DAMAGE TO PROPERTY.
- Licenses. By becoming a Registered Seller and submitting any information for posting through myGeek.com, you hereby grant myGeek.com a non-exclusive, world-wide, royalty-free license to exercise all copyright and rights of publicity over the material displayed in the posting, in any existing or future media, known or unknown, now or at any later date. myGeek.com grants a limited license to each Seller to make personal use only of the Site and the Services. This license expressly excludes, without limitation, any resale or commercial use of the Site and the Services, the collection and use of any e-mail or user information, ratings or listings, the making of any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, and the use of any data extraction, data mining, robots or similar data gathering and extraction methods.
- Copyright. All content included on myGeek.com's Site, such as text, graphics, logos, buttons, icons, images, audio clips and software, is the property of myGeek.com or its content suppliers and protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of myGeek.com and protected by U.S. and international copyright laws. All software used on the Site is the property of myGeek.com or its software suppliers and protected by U.S. and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on the Site is strictly prohibited.
- Qualified Targeted Leads Guarantee. myGeek.com always seek Seller satisfaction in all of our services. If you are not satisfied with our services, you have 30 days from the date of your original first deposit of $20.00 or more to ask for a refund of up to $20.00 of your original first deposit. No refund is available after the 30th day. Seller must sign-up after October 1, 2001. Additional deposits post your first deposit indicates your acceptance of the myGeek.com service and voids this guarantee. All cancellation requests should be sent to [email protected]. Accounts cancelled / terminated by myGeek.com for violating these Terms and Conditions do not qualify for the 30-day money back guarantee. Please allow 2-4 weeks for refunds to be processed. myGeek.com reserves the right to terminate the Guarantee off at any time.
- General Provisions
- Applicable Law. The agreement represented by these Terms and Conditions and the Seller Registration Form shall be governed by the laws of the State of Arizona, 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 Arizona, and you irrevocably consent to the jurisdiction of such courts.
- Compliance with Laws. Each Seller shall at all times comply with all applicable laws and regulations regarding the sale, marketing and promotion of Seller products and services.
- Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. Further, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of these Terms and Conditions shall remain in full force and effect.
- Claim Limitation. You agree regardless of any statute or law to the contrary that any claim or cause of action arising out of or relating to the Site, use of the Services, these Terms and Conditions or the Seller Registration Form must be filed within one (1) year after such claim of action arose or be forever barred.
- Waiver. myGeek.com's failure to enforce the strict performance of any provision of these Terms and Conditions or any posted policies or guidelines will not constitute a waiver of myGeek.com's right to subsequently enforce such provision, policy or guideline or any other provision, policy or guideline.
- Assignment. A Seller may not assign their rights under a Seller Registration to any other person or entity without myGeek.com's prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
- Notices. Any notice provided by Seller to myGeek.com shall be by either e-mail addressed to [email protected], or certified postage pre-paid return receipt requested mail to the headquarters address for myGeek.com then described on the Site. Any notice provided by myGeek.com to Seller (other than notice of changes or modifications to these Terms and Conditions or other policies and guidelines, notice of which may be provided as stated in the introductory section to these Terms and Conditions) shall be by either e-mail addressed to the e-mail contact entered in the Seller Registration Form, or certified postage pre-paid return receipt requested mail to the headquarters address for Seller described in the Seller Registration Form. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party receives notification of invalid e-mail address, and shall be effective upon receipt in the case of certified mail.
- Entire Agreement. These Terms and Conditions, the Seller Registration Form, the Seller Guidelines (http://www.myGeek.com/seller_guidelines.jsp), the Seller fee provisions http://www.mygeek.com/seller_fees_bill_info.jsp and other policies and guidelines posted by myGeek.com at the Site, together constitute the entire agreement between Seller and myGeek.com with respect to the subject matter hereof and supersede and cancel all prior and contemporaneous agreements, claims, representations and understandings of such parties in connection with the subject matter hereof.