AccessFSN Terms and Conditions

IMPORTANT  READ  CAREFULLY:

This AccessFSN, Inc. ("AccessFSN") Terms and Conditions ("Agreement") is a legal agreement between the Member ("You" or the "Member") and AccessFSN. AccessFSN will extend to you the rights and benefits of the AccessFSN system only upon the condition that you accept all of the terms contained in this agreement.

Please read the terms of this agreement in entirety before proceeding further. YOUR CONTINUANCE OF YOUR ACCESSFSN MONTHLY SUBSCRIPTION IS YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ACCESSFSN SYSTEM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Overview AccessFSN is a multiple faceted service, which assists members in:

A. Obtaining leads of individuals interested in operating a home-based business ("Leads”); and
B. promoting their home-based business ventures on the Internet.

The following Agreement applies to the AccessFSN System and may apply to any new products or services that AccessFSN may introduce in the future.

Agreement

1. Member Rights. You understand that as an AccessFSN Member:
a. You have the right to participate in the AccessFSN System;
b. You have the right to use, in accordance with this Agreement, a personalized version of the FLASHSITE and AccessFSN.com websites to prospect, recruit and train Leads for your home-based business ("Lead Site");
and
c. You will comply with all federal, provincial, county, and municipal laws and ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, provincial, county or municipal law, ordinance, rule or regulation.

2. Relationship of the Parties. As an AccessFSN Member, you agree that you are an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of AccessFSN. You are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of AccessFSN. You understand and agree that you shall control the manner and means by which you operate your AccessFSN business, subject to your compliance with the Agreement. You agree that you will be solely responsible for paying all expenses incurred by you, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. YOU UNDERSTAND THAT YOU SHALL NOT BE TREATED AS AN EMPLOYEE OF ACCESSFSN FOR FEDERAL OR PROVINCIAL TAX PURPOSES.

3. Amendments. You understand that this Agreement may be amended from time to time, and you agree that any such amendment will apply to you. Notification of amendments shall be published at AccessFSN's official web site (http://www.AccessFSN.com/) and shall be effective no less than ten (10) days following email notification to you of the publication of any such amendment. Notwithstanding the foregoing, you understand that the current version of this Agreement shall be published at AccessFSN's official web site and that you will periodically review the Agreement as published.

IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE SYSTEM FOLLOWING THE EFFECTIVE DATE OF ANY AMENDMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE AMENDMENT.

4. Site Changes and Updates. You understand that AccessFSN has the right, at its sole discretion, to make any and all changes and updates to Lead Sites without any prior notification to Members or Leads.

5. Term of Agreement. The initial term of this Agreement is from the date of this Agreement through the same day of the month following the month in which this Agreement is entered. Thereafter, this Agreement shall automatically renew for additional one-month terms upon your timely payment of the monthly Member Charges. If you fail to renew monthly, the Agreement, or if it is canceled or terminated for any reason, you understand and agree that you will permanently lose all rights as a Member. Your Lead Site shall be disabled and you will not be able to promote your home-based business through the Lead. In the event of cancellation, termination or non-renewal, you agree to waive all rights you have, including but not limited to property rights and to the Leads that you referred to AccessFSN

6. Trademarks and Trade Names. You understand and agree that you may not use in any manner AccessFSN's trade names, trademarks, logos, designs or symbols without AccessFSN’s prior written permission.

7. Traffic To Lead Sites. AccessFSN retains the right to limit the amount of traffic by a Member to an Lead Site. Excessive traffic is that which substantially increases AccessFSN's hosting costs due to increased bandwidth usage. Members or Leads using the Lead Site beyond what is deemed normal usage are subject to immediate termination.

8. Spam AccessFSN has a ZERO TOLERANCE SPAM POLICY. This means that any Member who spams in any way shall be immediately terminated from their online subscription and all rights therein.

What is spam? Spam is an email message advertising goods or services that you send to someone without their express prior request or in the absence of a previous personal relationship. Any message sent to an unknown party for the purpose of creating a request will also be construed as spam, even if the goods or services are not specifically mentioned. Messages posted to Usenet groups or message boards that are unrelated to their topics of discussion are also considered to be spam. In a dispute with a recipient, the burden of proof is primarily on you!

Why Such a Tough Policy? Unlike the "junk mail" you receive in the mailbox, spam costs the recipient more than the sender. As a result of the high costs suffered by businesses sorting through millions of spam messages, many states have passed laws prohibiting spam and related conduct. In addition, many Internet service providers will shut down sites that have a high frequency of spam complaints. If AccessFSN discovers any Member practicing in behavior that AccessFSN believes may be illegal or injurious to AccessFSN or other Members or Leads, AccessFSN will terminate such Member and/or take other actions deemed appropriate by AccessFSN.

Spamming. You understand that you may not use or transmit mass email distribution, unsolicited e-mail, or "spamming" relative to the promotion of your Lead Site. The term "unsolicited e-mail" means the transmission via electronic mail, respectively, of any material or information advertising or promoting your Lead Site which is transmitted to any person, except an email: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom you have an established business or personal relationship.

The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two-way communication between you and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products or services offered by you; (b) or an "opt-in" list from an established and reputable company that can verify all contact information including the source from which the contact information was derived; or (c) a personal or familial relationship, which relationship has not been previously terminated by either party.

9. Ownership, License and Restrictions on Use In order to permit AccessFSN to protect the quality of its products and services, you hereby consent to AccessFSN employees being able to access your account and records on a case by case basis.

You acknowledge that the Lead Site contains information, software, photos, video, text, graphics, music, sounds or other material (collectively "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights owned by AccessFSN or third parties, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted as a collective work under the Canadian copyright laws, and AccessFSN owns a copyright in the selection, coordination, arrangement and enhancement of such Content. The AccessFSN name and logo are trademarks of AccessFSN. All other trademarks appearing on the Site are trademarks of their respective owners. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content or Lead Site, in whole or in part.
You are granted permission, to the extent necessary in order to lawfully access and use the Lead Site, to display, download, archive and to print in hard copy, portions of the Lead Site for personal use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any provision of this Agreement, or if this Agreement is terminated. Upon termination, you must immediately delete or otherwise destroy any downloaded or printed materials. You may not, without AccessFSN's prior written permission, remove or mirror any material contained on the Lead Site on any other server.

You agree that you will not copy, disassemble, de-compile, or otherwise reverse engineer the Lead Site or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Lead Site, or take any action contrary to this Agreement.

10. Disclaimer of Warranties. AccessFSN uses diligent efforts to maintain the Lead Site, but AccessFSN is not responsible for any defects or failures associated with the Lead Site or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.

THE LEAD SITE IS PROVIDED "AS IS" AND YOU USE IT AT YOUR SOLE RISK. ACCESSFSN 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. WITHOUT LIMITATION, ACCESSFSN MAKES NO WARRANTY THAT THE LEAD SITE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE LEAD SITE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE LEAD SITE WILL MEET YOUR EXPECTATIONS.

ACCESSFSN DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE LEAD SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THE UNAVAILABILITY OF THE LEAD SITE OR ANY PORTION THEREOF, (C) YOUR USE OF THE LEAD SITE, OR (D) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE LEAD SITE. NOR DOES ACCESSFSN WARRANT, GUARANTY OR MAKE ANY REPRESENTATIONS REGARDING THE SECURITY OF YOUR ACCOUNT, OR THAT THE LEAD SITE IS FREE FROM DESTRUCTIVE MATERIALS, INCLUDING BUT NOT LIMITED TO COMPUTER VIRUSES, HACKERS, OR OTHER TECHNICAL SABOTAGE.

11. Limitation of Liability. IN NO EVENT WILL ACCESSFSN BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ACCESSFSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) USE OF THE LEAD SITE, OR THE INABILITY TO USE THE SITE BY ANY PARTY; (B) ANY FAILURE OF PERFORMANCE, OR ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA; (D) LINE OR SYSTEM FAILURE OR THE INTRODUCTION OF A COMPUTER VIRUS, OR OTHER TECHNICAL SABOTAGE; (E) ANY OTHER MATTER RELATING TO THE LEAD SITE OR OPERATION OF THE LEAD SITE; (F) YOUR RELIANCE ON THE INFORMATION CONTAINED IN THE LEAD SITE, OR (G) ACCESSFSN'S SUPPORT SERVICES. IN NO EVENT SHALL ACCESSFSN'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USE OF THE LEAD SITE. SOME PROVINCES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. Indemnification. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to indemnify, defend, and hold harmless AccessFSN, its parent company, affiliates and subsidiary companies, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney fees) arising from your use of the Lead Site, your violation of this Agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. You agree to immediately notify AccessFSN of any unauthorized use of your account or any other breach of security known to you.

13. Violation of Agreement. a. You understand that if you fail to comply with the terms of this Agreement, AccessFSN may, at its discretion, terminate this Agreement or impose upon you other disciplinary actions. You understand that the failure to timely pay the monthly Member Charges constitutes a breach of this Agreement and shall result in non-renewal of the Agreement. b. You understand that if you are dissatisfied with the AccessFSN System or the product in any way, you are guaranteed a no-questions-asked immediate termination. You simply must cancel your account through the "Back Office" of The Members Site no more than 5 days prior to your next billing date which is on a 30-day periodic cycle. Note: There is no refund of any applicable set-up fee. c. To the extent permitted by law, AccessFSN, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred to as "associates"), shall not be liable for, and you release AccessFSN and its associates from, and waive all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by you as a result of: (a) your breach of this Agreement; (b) the improper promotion or operation of your Lead Site and any activities related to it; (c) any incorrect or wrong data or information provided by you; or (d) the failure to provide any information or data necessary for AccessFSN to operate its business. You further agree to indemnify, hold harmless, and defend at your expense, AccessFSN, its parent company, affiliates and subsidiary companies, officers, directors, employees, consultants and agents against any and all claims, demands, costs, losses, damages, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise in connection with your Lead Site or your promotion of the same.

14. General.

a. Taxes. You understand that you are responsible for paying local, state and federal taxes on any income generated as a Member.

b. Updating of Account Information. You understand that it is your responsibility to ensure that your account information, including your mailing address, e-mail address, credit card number and telephone numbers are current.

c. No Assignment. You may not assign any rights or delegate any duties under this Agreement without the prior written consent of AccessFSN. Any attempt to transfer or assign this Agreement without the express written consent of AccessFSN renders this Agreement void at the option of AccessFSN and may result in termination of the same.

d. Entire Agreement. This Agreement contains the entire contract between AccessFSN and yourself. Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect.

e. Waiver. Any waiver by AccessFSN of any breach of this Agreement must be in writing and signed by an authorized officer of AccessFSN. Waiver by AccessFSN of any breach of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach.

f. Severability. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

g. Governing Law, Jurisdiction and Venue. This agreement will be governed by and construed in accordance with the laws of the Province of Alberta, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Alberta, and you consent irrevocably to the jurisdiction of such courts.

15. Refund and Return policy. Upon becoming a member, the credit card on file will be billed based on the 30-day cycle commencing on the effective date of this Agreement. Should you cancel your service at any time within a billing cycle, your service will remain active until the final day of that cycle at which point it will terminate. ACCESSFSN OFFERS NO REFUNDS OF SUBSCRIPTION OR SETUP CHARGES FOR PARTIAL CYCLE TERMINATION. TERMINATATION NOTICE MUST BE PROVIDED WITHIN YOUR BACK OFFICE, A MINIMUM OF 5 DAYS (120 HOURS) PRIOR TO THE FINAL DAY OF YOUR BILLING CYCLE TO AVOID BEING CHARGED FOR ANOTHER 30-DAY CYCLE.

16. Acknowledgment. YOUR CONTINUANCE OF YOUR ACCESSFSN MONTHLY SUBSCRIPTION IS YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ACCESSFSN AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY AMENDMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE AMENDMENT.