Member Service Agreement

Please read this service agreement so that you completely understand what we do and do not offer. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING FOR AN ACCOUNT as refunds are not granted.  BackLinkMETRO is the Company Trade Name and is wholly owned and operated by Digitalize LLC (“Company”).

Last updated: 8/1/12

By using the service provided by BackLinkMETRO.com you ("Member") agree to the terms and conditions of this Service Agreement. If you do not agree to the terms and conditions of this agreement, you should not register for the service and immediately cease all usage of BackLinkMETRO.com. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement and will provide 10 days notice before modifications are effective. Modifications shall become effective within 10 days upon being posted at http://www.BackLinkMETRO.com website. Your continued use of the service after modifications are posted constitutes an acknowledgement and acceptance of the Service Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

1. Service Provided by BackLinkMETRO.com

Company provides an online service at http://www.BackLinkMETRO.com which manages the buying and selling backlinks between Advertisers and Publishers. Company provides a matching service and does not own or control the Advertisers or Publishers. Company will execute all of the transactions between our Publishers and Advertisers and verify, to the best of our ability, that each back link advertisement conforms to this Service Agreement.

Member Usage

Member will not use the Company service for any purpose that is illegal, infringing, obscene, pornographic, abusive, hateful or in any offensive manner, including but not limited to violating the security of any computer network. Member is legally responsible for any claims resulting from Member's access to and use of Company service and it will hold Company harmless and indemnify company from and against any and all claims arising therefrom.

Company retains the right to cancel membership for any link that violates the preceding paragraph.

2. Payments to Publishers

Payments to Publishers will be made for each link sold on Publishers web page(s) and which are still active at the end of the month. Your link sales must be active for at least 15 days during the calendar month in which you sign up to qualify for a payment. The price paid for each text link will be based on the Google PageRank of the web page(s). Payments will be made on a monthly basis via PayPal. Payments will be made each month only for links that were active the previous month. Payments will be made within the first 2 days of each month unless otherwise noted.

Publishers based in the United States are required to submit a W-9 form via our online form submission process, which will be used to provide information to the IRS for tax reporting purposes. Failure to supply correct tax information is grounds for account termination.

Publishers based outside the United States are required to submit a W-8BEN form via our online form submission process, which will be used to provide information to the IRS for tax reporting purposes. Failure to supply correct tax information is grounds for account termination.

3. Payments from Advertisers

Payments for link credits are accepted via PayPal or Credit Card. All payments are made on a recurring subscription basis but may be canceled at any time. Cancelations must be made 10 days prior to your credit purchase anniversary, so as not to be billed the following month.  Once billed, absolutely no refunds are granted.
Payments made for link credits will be re-billed each month until you request a cancellation. All credits expire at the end of each monthly billing cycle (whether they are used or not) and cannot be rolled over to subsequent months. For example, if you purchase 1000 credits and use only 800 during the month, you are still re-billed for 1000 credits the following month.

4. Member Accounts

When you become a Member, you will gain access to your online account settings. You are responsible for the confidentiality of the username and password and are responsible for all actions that occur through the use of your account. You agree not to disclose your username and password to anyone. If your password has been stolen, breached or in any way compromised, you agree to contact us immediately via the support function on the BackLinkMETRO web site. Company cannot and will not be liable for any loss. Company may at any time, and at its sole discretion, terminate your account without prior notice to you for violating the above provisions.

5. Members Agreement

As a Member, you agree and warrant the following regarding the information you provide to the Company and the information on the site on which you buy or sell links:

(a) shall not be false, inaccurate or misleading;
(b) shall not be fraudulent or involve the sale of counterfeit or stolen items;
(c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(f) shall not be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Adult category and shall be distributed only to people legally permitted to receive such content;
(g) shall not contain any viruses, malware, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(h) shall not create liability for Company or cause Company to lose (in whole or in part) the services of our ISPs or other suppliers; and
(i) shall not link directly or indirectly to or include descriptions of goods or services that:
  (1) are prohibited under this Agreement; or
  (2) you do not have a right to link, place to or include in the publishing website code framework.

Furthermore, you may not list any item on our website (or consummate any transaction that was initiated using our service) that, could cause Company to violate any applicable law, statute, ordinance or regulation, or that violates our current Prohibited, Questionable and Infringing Items.

6. Publisher Listings

All Publishers must follow the following guide or risk having their account suspended or deleted. This may result in loss of commissions earned and being banned from using the Company system.

  1. Publisher web pages must have a Google PageRank of 1 or higher at the time of submission. If your web page does not have a PageRank of 1 or higher, you will not be able to sell links through Company system. If the PageRank of your webpage(s) falls to zero before the last day of the calendar month or your web pages are de-indexed by Google, you will not be paid for links for that month.
  2. Any attempt to forge or manipulate the PageRank of the web pages within Publisher account will be cause for termination.
  3. When a Publisher publishes Company text links, the code must not include any linking technique unreadable by search engine spiders. This includes using noindex/noarchive meta tags, nofollow tags, redirections, robots.txt redirections and cloaking methods. Sold links must be visible on the Publisher pages at all times. Hiding these links or making them invisible or manipulating the link in any manner not intended by this Service is considered system abuse.
  4. Publisher websites must be complete with working pages and links between pages.
  5. Web page listings cannot contain harmful, hateful or illegal material and will only become active after they are approved by the Company.
  6. Publisher accounts must have valid contact information so that Company may communicate with Publishers. Failure to provide accurate information can lead to delayed payments and possible termination of the account.
  7. Publisher websites cannot consist of a redirection to a different website or page. The URL submitted to the Company system must be the exact address of the Publisher website.
  8. Publisher websites must be search engine friendly using its own content or server side feeds. This does not include JavaScript information feeds or other programming languages search engines cannot read. Server side feeds can include RSS, XML, File Inclusion or other server side information grabbers similar in nature.
  9. Publisher website must not consist of excessive popup windows or advertisements on the homepage.
  10. Publisher websites must be submitted under the category that fits the theme of the website.
  11. Publisher must allow access to website from Company system to validate that text link code is working correctly.

7. Advertiser Listings

All Advertisers must follow these guidelines or risk having their account suspended or deleted:

  1. All target pages in an Advertiser account must direct users to a fully functional website. The website you are promoting must be complete and not contain illegal or hateful material.
  2. Advertisers must provide accurate account information such as Name and email. Failure to do so may lead to suspension of account or even termination.
  3. Advertisers must place their target pages under the proper category provided by Company.
  4. Advertisers agree to not use or publish information found in Company system on any other medium without the written consent of Company. Violations of this will be subject to copyright infringement and violators will be prosecuted to the fullest extent of the law.

8. Disclaimer of Warranties

This service is provided by Company on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, Company makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. Company shall have no liability for any interruptions in the use of this Website. Company disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable.

9. Limitation of Liability

Company SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR Company SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS ARE INAPPLICABLE.

10. Indemnification

Member agrees to indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member's computer, of any intellectual property or any other right of any person or entity.

11. Modifications and Interruption to Service

Company reserves the right to modify or discontinue the Service with or without notice to the Member. Company shall not be liable to Member or any third party should Company exercise its right to modify or discontinue the Service. Member acknowledges and accepts that Company does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

12. Disclaimer Regarding Accuracy of Publisher Information

Product specifications and other information have either been provided by the Publishers or collected from publicly available sources. While Company makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.

Company makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

13. Governing Jurisdiction of the Courts of California

Our website is registered in the State of California. As such, we are subject to the laws of the State of California, and such laws will govern this Service Agreement, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of California.

14. Compliance with Laws

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

15. Proprietary and Confidential Information

All content included or available on http://www.BackLinkMETRO.com, including site design, text, graphics, interfaces, software, and the selection and arrangements thereof is the property of Company and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Company is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Company.

BackLinkMETRO.com is a proprietary mark of Company. Company's trademarks may not be used in connection with any product or service that is not provided by Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company.

16. Other Terms

If any provision of this Terms of Service Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Service Agreement and any other agreements referenced herein may be assigned by Company, in our sole discretion, to a third party in the event of a merger or acquisition. This Service Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Service Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement.

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