Terms of Service - QuakeDog Distributorship

EFFECTIVE DATE: DECEMBER 9, 2008

Welcome to QuakeDog, a California Corporation ("COMPANY"), which is located at 466 Foothill Blvd., Suite 222, La Canada, CA  91011.  This Terms of Service ("TOS") contains the terms and conditions that govern your use (you the “BUYER”) of a QuakeDog Distributorship™ ("PROGRAM") available for purchase exclusively from QuakeDog for purchase from the QuakeDog.com website as defined below.

QuakeDog reserves the right to add, delete and/or modify any of the terms and conditions contained in these TOS, at any time and in its sole discretion, by posting a change notice or a new agreement on the QuakeDog.com website. In the event of substantive changes to this TOS, BUYER may be notified by email.  If any modification is unacceptable to BUYER, BUYERs only recourse is to terminate BUYERs use of the PROGRAM that BUYER has purchased, notwithstanding the return policy below.  BUYERs continued use of the PROGRAM following the posting of a change notice or new TOS on the QuakeDog.com website will constitute binding acceptance of the changes to the TOS.

PROGRAM Purchase Price is $49.95 (includes a monthly recurring marketing and support fee of $9.95 that is charged on the anniversary date each month thereafter).  BUYER can opt-out of PROGRAM at anytime by Noticing QuakeDog by email at cancel@quakedog.com  or terminate by not paying the monthly marketing and support fee. 

In the event that the BUYER credit card is declined for any cause during the anniversary billing of  the $9.95 Monthly Marketing and Support fee, QuakeDog will notify the BUYER by email.  The BUYER will have 14 days to contact QuakeDog, either by eMail at cancel@quakedog.com or by phone at 800-757-7236 to resolve the billing issue.  Failure by BUYER to contact QuakeDog and cure the billing issue will be cause for termination of the BUYER program per Section 24. 

Mentor Program  If the BUYER sells $10,000 dollars in retail survival gear, the BUYER becomes a QuakeDog Mentor and is identified in our site locater for other potential Buyers ("LEADS") to seek out.  LEADS can become part of the BUYERs sales network (see below).  QuakeDog Mentors do not have to pay the $9.95 monthly marketing and support fee. 

1. The QuakeDog Service
QuakeDog provides its BUYER with resources to resell and distribute QuakeDog survival gear products easily and effectively through the purchase of a PROGRAM.  QuakeDog provides PROGRAM BUYER with access to an eCommerce website (“WEBSITE”) through a unique URL that the BUYER establishes immediately following the time of purchase.  QuakeDog also provides marketing materials to sell survival gear available through QuakeDog.  Taken independently or collectively, the PROGRAM, WEBSITE; marketing materials, purchase process and shipment of survival gear available through QuakeDog make-up the QuakeDog service "SERVICE".

QuakeDog reserves the right to add, delete products from the product line; or change the pricing or monies due ("PROFIT" or "PROFITS") due to the BUYER; as may be required from time to time.  Such additions or deletions will be noticed to the attention of the BUYER as identified in the Notice section of this TOS.

2. Use of QuakeDog SERVICE
2.1 Eligibility.  QuakeDog will only knowingly provide the PROGRAM to parties that can lawfully enter into and form contracts under applicable law.  Children are not eligible to purchase the QuakeDog PROGRAM or distribute QuakeDog products.  Minors must have a parent or adult sign and assume responsibility for the ordering and distribution of products.  All PROGRAM BUYERs must be 18 years old or older.

2.2 Compliance with TOS and Applicable Law.  BUYER must comply with all of the terms and conditions of this TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when BUYER purchase and/or use the PROGRAM and SERVICE.

2.3 BUYERs License to use the QuakeDog SERVICE and Related Sales Tools.  

(a) QuakeDog solely and exclusively owns all intellectual property and other rights, title and interest in and to the QuakeDog SERVICE, except as expressly provided for in these TOS.  For example and without limitation, QuakeDog owns the trademarks QuakeDog™, QuakeDog.com™, QuakeDog Distributor,™ Virtual Tools™ the copyrights in and to the QuakeDog.comand Quakedog.com/distributor replicated websites (collectively WEBSITE), and certain technology used in providing the QuakeDog SERVICE.  BUYER will not acquire any right, title or interest therein under this TOS or otherwise to any intellectual property owned by QuakeDog.
 
(b) QuakeDog grants BUYER a limited revocable license to access and use the QuakeDog SERVICE for its intended purpose, subject to BUYER compliance with this TOS.  This license does not include the right to collect or use information contained on the QuakeDog.com website or WEBSITE for purposes prohibited by QuakeDog; to compete with QuakeDog; to create derivative works based on the content of the QuakeDog SERVICE; or download or copy the WEBSITE pages (other than for page caching).  If BUYER uses the QuakeDog SERVICE in a manner that exceeds the scope of this license or BUYER breaches this TOS, QuakeDog may revoke, at will, the license granted to BUYER.

(c) This Section 2.3 does not pertain to BUYERs intellectual property rights.  For information regarding BUYERs intellectual property rights, please see Section 4.3.

3.4  Distributor Pricing Purchases by BUYER.  BUYER is entitled to purchase QuakeDog products at discounted prices referred to as "Distributor Pricing" using their own login id and password.  Items that are purchased at QuakeDog Distributor Pricing can be used solely for samples and giveaways.  The BUYER receives NO PROFITS or commission for Distributor Pricing purchases and will be charged sales tax; and shipping and handling. 

3.5  Retail Sales by BUYER.  Under no circumstance will the BUYER engage in the resale of QuakeDog products at prices other than posted retail pricing per QuakeDog without the expressed written consent of QuakeDog.  This includes any and all QuakeDog products, including the sale by BUYER of a QuakeDog Distributorship.  Any abuse by BUYER of QuakeDog pricing will result in the immediate termination of the BUYER PROGRAM.

4.2 About Us and Contact Us Content. BUYER will modify the "About Us" and "Contact" that BUYER wants to modify on the WEBSITE in accordance with the applicable instructions on the WEBSITE.. QuakeDog may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the PROGRAM.   QuakeDog provides the WEBSITE to sell a wide variety of products featuring QuakeDog designs and art to brand the website. All merchandise content is created by QuakeDog. Any other display of content placed on a WEBSITE purchased from QuakeDog beyond the SERVICE offered by QuakeDog is prohibited without expressed written consent of QuakeDog

4.3 Licensing BUYERs Text to QuakeDog. BUYER will retain ownership of the Text that BUYER uploads to the WEBSITE. BUYER hereby grants to QuakeDog a royalty-free, worldwide, transferable, nonexclusive, right and license to use such Content, in all media existing now or created in the future, as QuakeDog deems necessary to enable BUYER to use the WEBSITE. QuakeDog may sublicense the rights that BUYER has granted it in this Section to a third party subcontractor only for purposes of providing the SERVICE, processing BUYER order, and producing and shipping products purchased through the BUYER WEBSITE.

4.4 Website Disclaimer and Support.  QuakeDog provides the BUYER with a WEBSITE that has been pre-established for use by Customer of the BUYER.  By providing a working WEBSITE for the BUYER, QuakeDog has met or exceeded its obligations to the BUYER with respect to the purchase of the PROGRAM.  All support provided to the BUYER by QUAKEDOG for technical support of the PROGRAM is available exclusively through email at support@quakedog.com .  QuakeDog reserves the right to charge $75.00 per hour for support that exceeds general support standards.  QuakeDog will inform the BUYER, and buyer may decline additional support services, prior to QuakeDog's assessment of any such charges.

4.5 Virtual Tools™ & BUYER website Login ID and Password.  BUYER is responsible for safeguarding the login ID and Password that are used to access the Distributorship tools, Virtual Tools™.  The BUYERs password can be recovered using the "forgot my password" help on the login in screen.  It is the responsibility of the BUYER to inform QuakeDog in the event that the password and/or login have been compromised.  The same rules apply to the login id and password of the BUYERs website.  QuakeDog will not be responsible to BUYER for BUYER losses experienced due to login IDs and passwords that have been breached, compromised and/or abused.

5. Building a Network General Rules
5.1 BUYER WEBSITE Link.  The BUYER WEBSITE contains a link in the main menu bar that say's "Buy a Distributorship" that directs a Consumer visiting BUYERs website to a shopping cart page to purchase a QuakeDog PROGRAM.  The purchase tracks the BUYERs sales ID number for a purchaser or potential purchaser of a QuakeDog PROGRAM, even if the potential purchaser exits the BUYERs site and later returns to buy the program, QuakeDog recognizes the potential purchaser as the BUYERs lead, acknowledging that (i) BUYER is the last PROGRAM website that the Consumer has visited and; (ii) they have not deleted the cookie on their computer that tracks BUYERs sales ID.  When a Consumer clicks on the "Buy a Distributorship" link on the BUYERs WEBSITE they become the BUYERs lead.  If they purchase a PROGRAM from QuakeDog, they become part of BUYERs Sales Network (“NETWORK”).  BUYER receives commissions (“NETWORK PROFITS”) for each survival gear product sale generated by their PROGRAM for the life of the new Buyers PROGRAM.

5.2 Eligibility.  Sales Networks ("NETWORK") are created when a new PROGRAM is purchased by accessing the QuakeDog.com website from the BUYERs WEBSITE.  BUYERs WEBSITE and PROGRAM are NOT a NETWORK by itself.

As a QuakeDog Personal Distributor, BUYER is eligible to receive NETWORK PROFITS when a PROGRAM is purchased from QuakeDog.com resulting from a click through on the "Buy a Distributship" link on the BUYERs website.  NETWORK PROFITS are paid for QuakeDog Distributorships that sign up as a result of the BUYERs website link.

5.3 Dispute Settlement.  In the event that a dispute arises over ownership of a lead, QuakeDog reserves the right to settle these leads based on (i) the last Sales ID tracked by the cookie on the Consumer’s computer; by (ii) direct discussion with the Consumer; or (iii) at QuakeDog’s sole discretion. 

QuakeDog will be held harmless for any decision, made directly or indirectly, in the resolution of a lead dispute.

QuakeDog is not a Multi-Level Marketing (“MLM”) company.  QuakeDog has one level of Distributors that may or may not be directly connected within a NETWORK.  You, the BUYER only receive NETWORK PROFITS for PROGRAM sales resulting directly from you, the BUYERs WEBSITE, where QuakeDog can identify you, the BUYERs PROGRAM as the source of the lead.

6. Payment to BUYER
6.1 PROFITS - During the term of this Agreement, BUYER shall receive a PROFIT, as established and tracked for products sold by the BUYER.  PROFITS to be paid can be viewed by product through the ordering and PROFIT tracking system (“Virtual Tools™”).  BUYER will be given secure login access to Virtual Tools™.

A.  PROFIT Calculation:PROFITS have been established for products sold by the BUYER through the PROGRAM.  PROFITS are tracked near real-time in Virtual Tools™.  PROFITS due to the BUYER can be viewed in Virtual Tools™ following the completion of a sale.  By using Virtual Tools™ the BUYER can see PROFITS that are due and PROFITS that have been paid by QuakeDog.

B.  Payment Timing:  To reduce or eliminate fraud perpetrated against QuakeDog, PROFITS are paid to the Buyer each Friday 45 days after the week of the sale.

C. QUAKEDOG reserves the right to pay PROFITS on a quarterly basis if total PROFITS are less than $50.00 a month.

D. PROFIT Payments will be made will be delivered by check to BUYER.  It is the responsibility of the BUYER to ensure that the proper information has been entered into Virtual Tools for proper check "pay to" and mailing address.

E. If BUYER disputes all or any portion of any PROFIT paid hereunder, BUYER shall notify QuakeDog, in writing, of such dispute within forty-five (45) days of receipt of such PROFIT payment, whereupon the parties shall enter into good faith negotiations to resolve the dispute. Failure of BUYER to provide such notice shall be deemed a permanent waiver by BUYER with respect to claims relating to the disputed matter.   If the parties are unable to resolve the dispute within a reasonable time, QuakeDog shall be under no obligation to adjust such PROFIT and either of the parties may terminate this Agreement in accordance with Section 3.

7. Relationship
The parties agree and understand that BUYER is an independent contractor and there is no employer-employee relationship, joint venture or agency created hereby.  BUYER has no authority to act for, or on behalf of QuakeDog.  BUYER is not authorized to incur any obligation on behalf of QuakeDog or to bind QuakeDog in any manner whatsoever.  BUYER will not make any representations of pricing, terms or conditions of the services that conflict with the identified pricing and SERVICE provided by QuakeDog.  BUYER further understands and agrees that it will not contact directly or attempt to form business arrangements with any QuakeDog vendor, supplier or manufacturer without the express written consent of QuakeDog.

8.  Customer Service

BUYER shall promptly report all customer service complaints regarding QuakeDog provided services to QuakeDog.  QuakeDog shall provide and maintain a toll free customer service number for BUYER service inquiries.  Customer service hours of operation will be from 8:00am to 5:00pm PST, Monday through Friday with after hours, on-call, technical support for major network outages.  Customer’s attracted by BUYER are Customers of QuakeDog and shall remain Customers of QuakeDog after the termination of this Agreement.

9. Sale Follow-Up
BUYER will be responsible to manage all necessary data entry and process ordering for new orders and follow up with Customer to insure Customer satisfaction. 

BUYER will conduct courtesy follow-up “Welcome Calls” to new Customers approximately 5 days after the products have been delivered.  The purpose will be to welcome new Customer’s, and to make sure that the Customer is satisfied with the product and sales process. 

10. Product Literature and Marketing
10.1 QuakeDog shall provide BUYER with QuakeDog product literature to assist the BUYER with meeting the responsibilities under this TOS, as reasonably determined by QuakeDog.  BUYER shall not develop nor use any other product literature other than that provided by QuakeDog without the written consent of QuakeDog.  QuakeDog reserves the right to refuse any marketing material it considers not to present QuakeDog not in the best interest of QuakeDog.

10.2 Promotions – QuakeDog may, from time to time, provide promotional premiums to BUYER for use in the marketing of QuakeDog products pursuant to this Agreement as QuakeDog may elect to provide as part of any marketing program(s).  BUYER may elect to provide at its sole cost and expense, subject only to QuakeDog’s right to approve, any additional promotional item, which approval will not be unreasonably withheld.

11. Consumer Order Processing
QuakeDog shall process orders received from BUYER or Customer of BUYER timely.  QuakeDog may verify all orders originated from BUYER in accordance with its standard order verification process or Customer call back.  QuakeDog reserves the right to reject any order submitted by BUYER where in QuakeDog’s sole discretion the sales process is deemed to have been compromised. 

QuakeDog will perform any consumer credit checks it may deem appropriate. QuakeDog will bear any expenses involved in the credit check (if performed). QuakeDog reserves the right to reject any order submitted by BUYER where in QuakeDog’s sole discretion the account does not meet QuakeDog credit standards.

In the event QuakeDog receives conflicting orders for products from both BUYER and another PROGRAM owner, QuakeDog shall have sole discretion to determine who will receive PROFIT for the sale and will grant the PROFIT to the BUYER that had first contact with the Customer.  Under no circumstances will QuakeDog split PROFITS between BUYERs to settle disputes.

12. BUYER Obligations
Unless otherwise discussed and agreed upon between BUYER and QuakeDog, the person responsible for all contact with QuakeDog will be the BUYER.

BUYER will assume full responsibility, for the acts of its employees or other representatives that are not contractually associated with QuakeDog.

13. BUYER Quality Standards and Compliance
The parties agree that a high level of quality is integral to the success of all QuakeDog representatives.  Components of quality shall include, but not necessarily be limited to; courtesy, honesty, order accuracy, timeliness and professional representation of QuakeDog.  BUYER shall also fully comply with any and all regulations and requirements as may be imposed on BUYER by any federal or state government agency, legislative body or court of competent jurisdiction.

14. Reservation of Rights
14.1 Monitoring. QuakeDog reserves the right, but does not assume the obligation, to monitor BUYER transactions and communications that occur through the WEBSITE. If QuakeDog determines, in its sole and absolute discretion, that BUYER or another QuakeDog user will breach a term or condition of this TOS or that such transaction or communication is inappropriate, QuakeDog may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to BUYER or any third party.

14.2 Modification of the SERVICE. QuakeDog reserves the right to modify the organization, structure or "look and feel" of the QuakeDog SERVICE or the WEBSITE, and may change, suspend, or discontinue any aspect of the QuakeDog SERVICE at any time without any liability to BUYER or any third party. QuakeDog shall have complete discretion over the features, functions, prices and other terms and conditions on which the QuakeDog SERVICE is offered to QuakeDog BUYER and/or BUYER Customer.

15. Submissions
When BUYER submits questions, comments, suggestions, ideas, message board postings, material submitted via web forms, blogs, contest entries, communications or any other information ("S    UBMISSIONIS"), BUYER grants QuakeDog permission to use such SUBMISSIONS for marketing and other promotional purposes, including the right to sub-license text/content. BUYER agrees that QuakeDog will have no obligation to keep any SUBMISSIONS confidential. BUYER will not bring a claim against QuakeDog based on "moral rights" or the likes arising from QuakeDog’s use of a SUBMISSION. This Section does not apply to the Text that BUYER uses in connection with the "About Us" and "Contact" pages that can be modified using Virtual Tools™.

16. Returned Purchase of a PROGRAM
BUYER acknowledges and understands that the purchase of a PROGRAM requires COMPANY to initiate considerable work to establish the SERVICE.We begin work on setting up BUYERs Virtual Tools™ and WEBSITE immediately.  We begin entering BUYER information into our databases and begin laying out BUYER WEBSITE.

If BUYER needs to cancel/return BUYER PROGRAM purchase of a Distributorship, BUYER has up 30 days from the date of the purchase to do so and you, the BUYER will be charged $20.00 to cover our overhead.  BUYER refund will be $29.95 or 50% of the $40.00 enrollment fee and full credit for the $9.95 monthly marketing and support fee for a refund total of $29.95.

17. Product Production Lead Times
For large orders of survival kits we may require a lead time. We also may require a lead time for large product orders as well.

The above figures represent estimates. If something occurs out of our control which delays the shipment, QuakeDog will not be held responsible. Shipping times vary depending on the destination of the products.

18. Shipment Charges and Drop-Shipping Information
Shipments are sent out UPS from our location in Fallbrook California 92028.  BUYERs Customer will be charged the same freight we are charged.

All orders contain a Handling Charge of $3.00.

We ship all orders out within 2-5 business days. We often are able to make same day shipments for no additional charge. Some times shortages may occur with products. If there are circumstances where we do not have an item to fulfill an order, we will notify BUYER, the BUYER and/or Customer by the next business day. We will either ship the products we do have and then make a second shipment for the missing items as soon as we receive them, or we will wait to ship the entire order together to lower the shipping charges. Please note that it is rare that this will occur but uncontrollable circumstances may cause shortages.

All risk of loss shall pass to Consumer upon delivery to carrier (normally UPS). 

19. Tax Exemption and Tax Remittance
State tax will be applied in every state by tax district based on the physical location of the BUYER.  If an order is placed out of state, the Survival Gear Consumer will be responsible to pay Use Tax according to the state law where the consumer resides and QuakeDog will not apply taxes.

QuakeDog will be responsible for the remittance of all state taxes.

20. Representations and Warranties
20.1 Mutual Representations and Warranties. BUYER represents and warrants to QuakeDog and QuakeDog represents and warrants to BUYER: (i) that BUYER has the full power and authority to enter into and perform under this TOS, (ii) the execution and performance of BUYERs or its obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which BUYER is bound, and (iii) this TOS is a legal, valid and binding obligation of the party entering into this TOS, enforceable in accordance with its terms and conditions.

20.2 By You - BUYER.  BUYER represents and warrants to QuakeDog that, in BUYERs use of the QuakeDog SERVICE, BUYER: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, and (ii) will comply with all applicable laws, rules, and regulations. BUYER further represents and warrants to QuakeDog that: (i) there are no claims, demands or any form of litigation pending, or to the best of BUYERs knowledge, threatened with respect to any of BUYERs Content; (ii) QuakeDog will not be required to make any payments to any third party in connection with its use of BUYERs Content, except for the expenses that QuakeDog incurs in providing the QuakeDog SERVICE; (iii) the use of any instructions, formulae, recommendations, or the like contained in BUYERs Content will not cause injury to any third party; and (iv) BUYER Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

21. Disclaimers and Exclusions
DISCLAIMER OF WARRANTIES. QUAKEDOG PROVIDES THE WEBSITE AND QUAKEDOG SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. QUAKEDOG DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, QUAKEDOG SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET BUYERS REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE BUYER USES. QUAKEDOG MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

22. Limitation of Liability
LIMITATION OF LIABILITY. QUAKEDOG WILL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE QUAKEDOG SERVICE OR THIS TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH BUYERS INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID BY QUAKEDOG TO BUYER DURING THE MONTH IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

23. Indemnification
BUYER must indemnify and hold QuakeDog and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that BUYER has breached any provision of this TOS through any act or omission. If BUYER has to indemnify QuakeDog under this Section, QuakeDog will have the right to control the defense, settlement, and resolution of any Claim at BUYERs sole expense. BUYER may not settle or otherwise resolve any Claim without QuakeDog express written permission.

Further, the BUYER agrees to agrees to indemnify and hold QuakeDog harmless from all claims, demands, liabilities, and obligations including reasonable attorney fees for injuries and/or death of any person and loss of or damages to property by whosoever owned products sold from direct or indirect purchases.

24. Termination
24.1 Termination. In its sole discretion, with or without notice to BUYER, QuakeDog may: (i) suspend, limit BUYERs access to or terminate BUYERs use of the WEBSITE and/or the QuakeDog SERVICE, (ii) suspend, limit BUYERs access to or terminate BUYERs account, (iii) remove any of BUYERs Content from QuakeDog's servers and directories and (iv) prohibit BUYER from using the QuakeDog SERVICE and/or the WEBSITE.

24.2 Survival. Notwithstanding Section 24.1 above, this TOS will survive indefinitely unless and until QuakeDog chooses to terminate this TOS.

24.3 Effect of Termination. If BUYER or QuakeDog terminates BUYER use of the WEBSITE or the QuakeDog SERVICE, QuakeDog may delete any Content or other materials relating to BUYERs use of the QuakeDog SERVICE on QuakeDog's servers or otherwise in its possession and QuakeDog will have no liability to BUYER or any third party for doing so.  COMPANY will not refund any PROGRAM fees or renewal fees to BUYER.

24.4  BUYER Rights.  In the event that the BUYER PROGRAM is terminated, QuakeDog will remove all access to the QuakeDog SERVICE.  This includes the BUYER WEBSITE, the BUYER access to Virtual Tools, the BUYER QuakeDog.com email address or any other BUYER touchpoints to the QuakeDog SERVICE.  QuakeDog will continue to pay profits and commissions due to the BUYER from sales made by the BUYER or the BUYERs NETWORK.  BUYER will receive payment by check for profits per standard QuakeDog payment practices.

25. Notice
All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If BUYER gives notice to QuakeDog, BUYER must use the following addresses: 466 Foothill Blvd., Suite 222, La Canada, CA  91011, TOS@quakedog.com. If QuakeDog provides notice to BUYER, QuakeDog will use the contact information provided by BUYER to QuakeDog. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," BUYER agrees that email communication will satisfy this requirement.

26. Dispute Resolution
All disputes arising out of, relating to or connected with these TOS or BUYERs use of any part of the QuakeDog SERVICE will be exclusively resolved under confidential binding arbitration held in Los Angeles County, California, before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying California law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Los Angeles County, California. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and California State courts in Los Angeles County. Notwithstanding anything to the contrary in this Section 13, QuakeDog may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

27. Miscellaneous
These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. This TOS is not assignable or transferable by BUYER without the prior written consent of QuakeDog. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. BUYER and QuakeDog are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.

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