2. I agree that my relationship with PSL does not convey to me any right to act as an agent, legal representative or employee of PSL. I understand that I am solely responsible for my own business and my activities. I am not an agent, legal representative, or employee of PSL or any party with whom PSL transacts business. I will not misrepresent that I am otherwise. I understand that I may not make purchases or enter into any agreements that will bind PSL and that I am solely responsible for paying all expenses I incur including but not limited to travel, food, lodging, office, internet access, connectivity, usage/subscription fees and all other expenses that I incur, whether business or personal.
3. I acknowledge and agree that I am solely responsible for all content that I publish arising out of or in connection with my status as an Customer of PSL as well as any communications I send or receive in such capacity whether written or verbal. PSL has no responsibility and will not be liable for any materials that I publish or communications that I transmit to or receive from any other party. I acknowledge and agree that any content that that I publish and communications I generate in my capacity as an Customer must be in compliance with all applicable state and federal statutes, rules and regulations including without limitation applicable copyright laws and may not infringe upon intellectual property rights of third parties whether in mentioning their name, using any of their protected materials, or using disparaging or slanderous remarks. PSL will not be responsible for any damages I may cause to another party arising out of or in connection with my status and actions as an Customer of PSL. I further agree to defend, indemnity and hold harmless PSL, its subsidiaries and affiliated entities and their respective officers, directors, employees, agents and other representatives, from and against any loss, cost, damages and expenses of any kind (including reasonable attorneys fees) arising from or relating to my status as an Customer of PSL and my access to, use of, or inability to use, the program indicated above. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MY OBLIGATIONS OF DEFENSE AND INDEMNITY SHALL BE WITHOUT REGARD TO THE SOLE, GROSS, ACTIVE, PASSIVE OR COMPARATIVE NEGLIGENCE OF PSL, ITS SUBSIDIARY OR AFFILIATED ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES AND SHALL SURVIVE THE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT. I acknowledge that my agreement to indemnify and defend PSL as provided herein is offered as an inducement to PSL to allow my participation as an Customer.
4. I agree that as a Customer I am responsible for the payment of any and all applicable Federal, State and local taxes including but not limited to self-employment tax, withholding, unemployment and Social Security taxes, Workers Compensation and any other taxes which may be required in connection with this Agreement. In addition, to the extent required by law at any time I will be responsible for any applicable sales, use, or other taxes attributable to all prior and subsequent contractual periods.
5. I acknowledge and agree that my use of the PSL program and services is at my risk. PSL does not warrant or represent that any content Customer generates with or used in connection with the program is factual, error-free, or that the use of such material will not infringe rights of third parties. PSL does not warrant that the functional aspects of the program and its website will be error free or that the website or the servers that make it available are free of viruses or other harmful components. PSL reserves the right to correct any errors on its websites. If my use of the website or other PSL content results in the need for servicing or replacing property, material, equipment or data, PSL is not responsible for those costs. Without limiting the foregoing, I acknowledge and agree that everything Customer creates or observes with the program and website is provided to me "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PSL MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL CONTAINED ON ITS WEBSITE OR ABOUT ITS SOFTWARE, TEXT, GRAPHICS, LINKS, OR RESULTS TO BE OBTAINED FROM PARTICIPATING IN THE PROGRAM OR USING THE WEBSITE. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, PSL DOES NOT MAKE ANY REPRESENTATION ABOUT THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY ME VIA PARTICIPATION IN THE PROGRAM. PSL acknowledges that some jurisdictions may not allow the exclusion of implied warranties. As a result, some of these exclusions may not apply to me.
6. IN NO EVENT SHALL PSL, ITS SUBSIDIARIES OR AFFILIATED ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE, OR PROFITS (WHETHER INVOLVING ALLEGATIONS OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE) AND IRRESPECTIVE OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM MY ACCESS TO, USE OF, OR INABILITY TO USE, THE PROGRAM, WEBSITE AND CONTENT. PSL acknowledges that some jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages. As a result, some of these exclusions may not apply to me.
7. I may terminate this Agreement for any reason, at any time, by using the cancellation feature available on my Profile page. Upon termination of this agreement, all funds paid shall be deemed surrendered to PSL and will not be subject to refund under any circumstances up to and including the current month of service. Termination of this Agreement becomes effective immediately upon use of the feature named above, is permanent, and results in the release of my username. Upon termination, I will be unable to log in to my account and my access to my information will become disabled. If my account is the master account for an organization, then cancelling my account will disable access to all data by any individual who is a part of my organization will no longer available. In addition, videos, images and any other assets or information that I have provided or generated through the use of my account will become forfeit, unavailable and subject to deletion. In the event that I choose to rejoin the program, PSL may not be able to restore or transfer any information or items that are stored in my terminated account. Upon termination, I will not be billed any further monthly usage fees. In addition to any other remedies available under this Agreement or otherwise, in the event that I breach any part of this Agreement PSL may terminate this Agreement or impose disciplinary action on me that may include but is not limited to forfeiture of my account.
8. I understand that only the above-named means of cancellation is valid and other contact forms, such as sending an email, opening a technical support ticket or calling PSL will not be a valid means of terminating my account. I further agree that any charges I incur resulting from my failure to follow the cancellation procedures described above will not be reimbursed to me.
9. In the process of promoting or selling PSL products and/or services, I agree that I will operate in a lawful, ethical and moral manner, with honesty and integrity. Any attempt (successful or not) to circumvent system security, exploit the system in a manner not expressly authorized by PSL, use the system in a dishonest manner or publish content that is deemed offensive, slanderous or harmful shall be grounds for immediate suspension and/or termination of my account at the sole discretion of PSL without a refund of any fees whatsoever and may result in additional legal action against me.
10. PSL reserves the right to modify its Policies and Procedures and applicable program and fees from time to time in its sole discretion. Such modifications shall become a binding part of this Agreement. Publication of such changes in official PSL materials, the website or by such other means as PSL deems appropriate shall constitute notice thereof to me. Thereafter my continued use of the PSL program and services shall constitute my acceptance of any and all amendments.
11. “Spamming” is the abuse of electronic messaging systems to indiscriminately send unsolicited bulk messages. While the most widely recognized from of spam is e-mail spam, the term is applied to similar abuse in other media such as but not limited to: instant messaging, Usenet newsgroup, Web search engine, spam in blogs, wiki spam, mobile phone messaging spam, Internet forum spam, and junk fax transmissions. I understand that spamming is strictly prohibited by PSL’s Policies and Procedures and will result in the immediate termination of my account. In addition, spamming may be illegal under federal or state law and may subject me to civil liability and/or criminal penalties. I agree to defend, indemnity and hold harmless PSL, its subsidiaries and affiliated entities and their respective officers, directors, employees, agents and other representatives, from and against any loss, cost, damages and expenses of any kind (including reasonable attorneys fees) arising from or relating to my actual or alleged participation in any spamming or other illegal act, including all fees, fines or penalties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MY OBLIGATIONS OF DEFENSE AND INDEMNITY SHALL BE WITHOUT REGARD TO THE SOLE, GROSS, ACTIVE, PASSIVE OR COMPARATIVE NEGLIGENCE OF PSL, ITS SUBSIDIARY OR AFFILIATED ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES AND SHALL SURVIVE THE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT. I acknowledge that my agreement to indemnify and defend PSL as provided herein is offered as an inducement to PSL to allow my participation as an Customer.
12. I understand that without prior approval in writing from PSL I may not create or disseminate audio or video recordings, develop materials, or place advertisements of any kind in any medium regarding PSL’s products or services or the PSL Opportunity for use in soliciting or attracting customers. This does not prohibit me from using the system to promote my own product or service.
13. The trademarks, logos, service marks, company name, business methods and copyrighted materials displayed on any PSL website and/or used in connection with the program (collectively the “Intellectual Property”) are the exclusive property of PSL and are protected by US and international laws. I expressly acknowledge and agree that nothing contained herein or on any PSL website or otherwise in connection with my participation as an Customer may be construed as granting to me, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property without the written permission of PSL. Any use, including without limitation reproduction, modification, distribution, transmission, republication, display or performance of the Intellectual Property, except as expressly provided herein, is strictly prohibited. I hereby transfer all proprietary rights in and to any materials that I produce regarding PSL products and/or services to PSL in perpetuity and I agree to execute and deliver such documents and otherwise provide such assistance as PSL may request to protect such rights and vest ownership thereof in PSL.
14. I understand and agree that customers or users that I procure on behalf of PSL are deemed to be customers of PSL. I further understand and agree that my contact information is available to PSL and may be shared as appropriate to administrators of the program that I am joining.
15. Inasmuch as I will become familiar with the PSL system and it’s proprietary features, I agree, during the term of this Agreement and for one year thereafter, I will not offer or sell services that compete with those offered by PSL and/or its affiliates, or otherwise solicit, divert, take away or interfere with any of the customers, employees, trade or patronage of PSL or of its parents, subsidiaries, or affiliated companies that offer similar products and services. I understand and agree that violation of this condition will result in immediate termination of my account and may result in further legal action.
16. In addition to and not in lieu of any other provision of this Agreement, I agree to indemnify and hold PSL, its parents, subsidiaries and affiliated companies, and their respective officers, directors, shareholders and employees, jointly and severally, harmless from and against any and all alleged claims, loss, costs, damages, expenses, fines or penalties, including reasonable attorney’s fees, arising out of my actions or conduct in violation of the Agreement. I agree further that none of the aforementioned entities shall be liable, jointly or severally, to me for: (a) any loss or damage incurred by me arising in connection with the performance of PSL’s obligations to its customers, including the provision of products or services; (b) economic loss, including without limitation loss of profits, revenues, or anticipated income; (c) loss of goodwill or business opportunity; or (d) for any indirect, special, punitive, incidental or consequential loss or damages, howsoever arising. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MY OBLIGATIONS OF DEFENSE AND INDEMNITY SHALL BE WITHOUT REGARD TO THE SOLE, GROSS, ACTIVE, PASSIVE OR COMPARATIVE NEGLIGENCE OF PSL, ITS SUBSIDIARY OR AFFILIATED ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES AND SHALL SURVIVE THE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT. I acknowledge that my agreement to indemnify and defend PSL as provided herein is offered as an inducement to PSL to allow my participation as an Customer. PSL acknowledges that some jurisdictions may not allow the limitation of liability for consequential or incidental damages. As a result, some of these exclusions may not apply to me.
17. I understand this Agreement is non-transferable except as expressly set forth in the Policies and Procedures and that my account usage may not be delegated to third parties, although from time to time I may have others assist me in my PSL usage as I wish. Any attempt to transfer or assign this Agreement without the express written consent of PSL renders this Agreement null and void at the option of PSL and may result in termination of my account.
18. I agree to pay the monthly fee agreed upon at the time of my signup, and fees associated with additional features selected at the time of my selection thereof. These monthly fees will be collected by PSL using payment information that I have provided. I am responsible for maintaining the accuracy of my payment information to assure that payments are not declined for any reason, including but not limited to expiration dates, non-sufficient funds or address changes. I understand that charges will appear on my statement with the name "PENTESOFT". In the event that my payment is declined for any reason, PSL reserves the right to suspend my account, including availability of my access to the system, and if I am the administrator for the organization, access by my associates or members until payment is received. I understand and agree that my payment is for monthly service and access to the system, whether I am using the system or not. In the event that my account becomes suspended, my payment of amounts due will re-enable my account retroactive to the date that the payment became delinquent. My next payment due date following reinstatement will fall on the regularly-scheduled payment date, regardless of the number of days remaining in the current billing cycle. I further understand that pricing may fluctuate at the sole discretion of PSL but that PSL will make an effort to notify me via email of pricing changes 30 days prior to the effective date of such change provided however, that failure by PSL to provide such notification to me or my non-receipt of thereof shall not affect the application of pricing changes to my account. I agree to be bound by pricing changes as described herein and expressly authorize PSL to collect payment at the then-current rate each month.
19. I acknowledge that no representation or statement has been made to me by or on behalf of PSL or any other person upon which I have relied in entering into this Agreement to the effect that: the business may, can, or will generate income, or be profitable; that any investment in training, product, or services will become profitable; or that any particular product or service may be added or otherwise made available. In addition, I shall not represent directly or indirectly that any person may, can or will earn any stated gross or net amount through usage of PSL.
20. This Agreement or any related agreement shall be governed by and construed and enforced under the laws of the State of Texas without regard to conflicts of law principles. In the event of a dispute or other difference between me and PSL or its parents, subsidiaries and affiliated companies, including but not limited to disputes arising out of or relating to this Agreement and the Policies and Procedures of PSL, it is agreed that such disputes shall be resolved exclusively by binding arbitration, with each party bearing its own costs, under the commercial rules of the American Arbitration Association, with arbitration to occur at Dallas, Texas, without regard to the Customer’s state of residence. In the event that any action or proceeding arising out of this Agreement is not submitted to binding arbitration, the party prevailing in such action shall be entitled to recover its reasonable attorney fees and costs. This provision shall not restrict PSL from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction to compel compliance with the provisions of this Agreement.
21. As part of the consideration for use of PSL's products and services, I expressly waive and disclaim any right to bring any claim in any and all forums as a class action or as a private Attorney General. I may not serve as a class representative or a member of a class in litigation adverse to PSL. If the dispute pertains to a matter which is generally administered by certain PSL policies or procedures, the procedures set forth in that procedure must be fully exhausted by me before I may invoke my right to arbitration under this Agreement.
22. This Agreement and other terms and conditions of use which are incorporated herein by reference, constitutes the entire agreement between the parties hereto and supersedes any prior or existing oral or written customer agreements between the parties. No other additional promises, representations, guarantees, or agreements of any kind, whether oral or written, shall be valid unless expressly agreed to in writing and signed by an authorized officer of PSL. In the event of a conflict between the PSL Polices and Procedures and any provision(s) herein, the provision(s) of the Policies and Procedures shall be deemed controlling.
23. In the event that differences exist between the English version of this Agreement and a version in any other language, the English version shall take precedence.
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