info@peerideashare.com

These Terms and Conditions (“TAC”) are a legally binding agreement (“Agreement”) between the user (“User” or “you”) of the Peer Idea Share (“Peer” or “we” or “us”) subscription platform: By agreeing to these TAC, you are confirming that you fully understand the contents of these TAC. If you do not fully understand each and every provision of the TAC, you should not continue with the registration process. 

1. SERVICES

1.1. Definition. Peer provides various “Services” including but not limited to online content creation and linking tools for search engine optimization (“SEO”), which may change from time to time and are identified on Peer’s website residing on the URL at www.peerideashare.com (the “Website”). Services provided to each individual User shall be supplied in accordance with the subscription plan the User selects and for which he or she submits payment. The services include, but are not limited to, the following:

1.1.1. Creation of unique content;

1.1.2. Placement of one branded hyperlink and one anchor text hyperlink within each piece of content;

1.1.3. Timely delivery of content according to the delivery time stated in the User’s subscription plan;

1.1.4. Access to an online portal showing all active pieces of content;

1.1.5. Replacement of any content that goes down due to a website error or other external cause.
1.2. Changes. Peer reserves the right to change the Services it provides at our sole discretion, without any prior notice given to User. If you are unsatisfied with any change in Services, your only recourse is to terminate your relations as set forth herein. It is incumbent upon User to review the TAC regularly and stay informed of any changes herein.
1.3. Right to Use Services. Peer hereby grants you permission to use the Services and the Website solely as set forth herein and in the manner set forth on the Website. In the event of any conflict between the TAC and the Website, the TAC shall prevail. Any use of the Services other than as set forth herein may result in suspension or revocation of your use privileges in our sole discretion.
1.4. Suspension or Termination of Services. Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, applicable law or otherwise, suspend or terminate any or all of the Services, effective immediately upon issuance of a written notice. Such suspension or termination may also apply, as the case may be, to specific jurisdictions, lines of business and otherwise or to a specific customer or a group of Users.
1.5. Third Party Services. We reserve the right to use third party service providers in the provisions of all or part of the Services including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for services provided by any third party.

2. REGISTRATION AND ACCOUNT

2.1. Use of the Services. You may use the Services but only if you are of legal age to enter into a contract in your jurisdiction and if you have the authority to accept these TAC. 
2.2. Acceptance. By using the Services, you accept the terms of these TAC and you fully authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy, which forms an integral part of the TAC.
2.3. User Representations. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not violate any applicable law or regulation.
2.4. Registration; Billing. To register as a User, you have to create a user account or have an account created on your behalf on the Website by following registration procedures and instructions set forth therein. In order to access certain paid features of the Services, you will be required to provide billing details. As a registered User, you agree to notify us promptly of any changes to your billing details.
2.5. Login, Password and API Key. You are solely and fully responsible for the maintenance of all of your Peer user accounts, including, but not limited to, your User login, password, and API key (the “API Key”). If applicable, the API Key is a form of access token provided by Peer, and can only be affiliated with one User account. You agree not to share your API Key or your login and password information with any third parties.
2.6. User Responsibilities. You are responsible for all of the following with respect to your use of the Services: maintaining the security of your User account and all the activity that occurs on your User account; maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary; obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges); and obtaining and maintaining all equipment necessary to access the Services.
2.7. Prohibited Uses. You are expressly prohibited from using the Services in any of the following ways or for any of the following purposes: No Illegal Purpose. You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in the United States or applicable to you. No Tampering. You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. You will not upload or transmit viruses, worms or any other destructive code. The restriction in this Section applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services. Permission Required. You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically allowed under your paid subscription plan, (i) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services or any data resulting therefrom; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (iii) make derivative works of the Services; (iv) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website or Services; (v) modify another website so as to falsely imply that it is associated with Peer; or (vi) make the Website or Services or any part thereof available to others in a service undertaking or outsourcing arrangement or for any other commercial time-sharing, data processing or other third party use. Inquiries. You agree not to use the Services and Website in a commercial fashion. All automatic inquiries are prohibited.
2.8. Assignment. A User may not assign, transfer, exchange, pool or barter any of its rights or obligations under this Agreement or the User account, unless expressly permitted by Peer in writing. Any violation of the foregoing restrictions is grounds for immediate User account termination. For changes in access under corporate subscriptions to the Services we may require from you a detailed explanation of changes in your circumstances, along with confirmation of employment and other reasonable information and relevant documents.
2.9. De-Registration. If you delete your User account at any time, or if we terminate the Services provided herein, we may delete all your data and information stored, and Peer will bear no responsibility for such loss of data or information. All Service fees incurred prior to de-registration (either by deleting your User account or if we terminated services) will be due and owing, until paid in full, such de-registration notwithstanding.
2.10. Termination by Peer. Peer reserves the right to terminate any User account for abusive or fraudulent activity, for failure to comply with these TAC, or for any other reason in its sole discretion.

3.FEES AND SETTLEMENT

3.1. Service Fees. User will be charged the fees set forth in the relevant section on the Website located at www.peerideashare.com or as otherwise offered on the Website for a particular subscription plan (the “Fees”). The Fees, unless explicitly shown during the process of purchasing a subscription plan and following confirmation thereof, are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.
3.2. Change in Fees. We may change the Fees and/or introduce new charges in addition to the Fees in our sole discretion upon thirty (30) days’ prior written notice to the User. Notwithstanding the foregoing, we may increase the Fees, immediately and with contemporaneous notice, in the event of (a) any change in the services or fees of our third party service providers; (b) changes in the Services which are made at your request; or (c) delays and/or other issues due to User failure to fulfill User obligations or due to User request to delay work for any reason.
3.3. Payment. Any Fees shall be prepaid one month or one year in advance, or as otherwise offered on the Website for a particular subscription plan, at the option of the User by credit card or another payment method accepted on the Website. All prepaid amounts and Service plans will be reflected in the User account. Any bank fees and charges shall be borne solely by User. Fees must be paid on the date of sign-up by the User. User credit cards or other used payment accounts will be charged on the 1st of each following month after the subscription start date as long as the subscription continues per the terms of this agreement.
3.4. Refund policy. We provide paid Services on a prepaid basis. Users may discontinue their use of any Services at any time in accordance with instructions herein in section 5.1. The Fees for the Services may be refundable in whole or in part if User notifies Peer of the desire for a refund within five (5) days of receipt of billing for that subscription month. Refunds will not be granted for any previous months prior to the current billing period. Repeated registrations or/and subscriptions for paid Services and cancellations followed by requests for refunds by a User may, in our sole discretion, be deemed to be in bad faith, and we reserve the right to withhold Service to any such offending User and refuse any refund otherwise available to such User.

4. OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS

4.1. All Rights Reserved. User acknowledges and agrees that all rights, title, and interest to any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, database rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Services, the platform used to provide the Services (technology, hardware, software etc.), any code or software (SDK, API etc.) which may be provided to User or for User’s use under this Agreement are and will remain solely and exclusively our property and/or the property of Peer, Peer licensors or affiliates. Notwithstanding the above information, all content (including blogs and articles) delivered to User per the terms of his or her subscription will become fully his or her intellectual property unless otherwise specified. User is granted no title or ownership rights in the Website or Service. User’s right to use the Website, Services and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
4.2. Feedback. Users are under no obligation to give Peer any ideas, suggestions, comments or other feedback related to the Website, the Services, or the business or operations of Peer. If any User shares ideas, suggestions, comments, or other feedback with Peer, Peer will own such idea, suggestion, comment or feedback. User hereby assigns all of User’s right, title, and interest in such idea, suggestion, comment, or feedback to Peer and agrees that Peer will be free to use and implement the same, without restriction or obligation of any kind, without, however, any obligation to do so.

5. TERMINATION

5.1. Termination Right. User may terminate at any time in its sole discretion with written notice to Peer 30 days prior to the requested termination date. In the event User terminates after paying for services from Peer for the coming month, all moneys received by Peer will not be refunded to the User unless made within 5 business days of receipt of payment. The User will be liable for no further payments. The date and time of any cancellation of paid Services shall be the date and time on which the User completes the full cancellation process.

5.2. Effect of Termination. Upon termination, all rights of the affected User with respect to the use of Website or Services shall terminate immediately.
5.3. Survival. Upon any termination for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

6. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY

6.1. Disclaimer. Except where prohibited by law, the Services and the Website are provided “as-is” and “as available” and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Services or the Website (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites linked to the Website.
6.2. Limitation of Liability. In no event shall Peer, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services or the Website. Our liability to you for any damages arising from or related to these TAC, will at all times be limited to one month of Fees.
6.3. Third Party Products and Services. Peer does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and Peer will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
6.4. Other Jurisdictions. We make no representations that the Services or the Website are appropriate or available for use in all locations. Those who access or use the Services or the Website from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.

7. INDEMNITY. You agree to defend, indemnify and hold harmless Peer and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services and the Website; (b) your violation of any term herein; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination described herein and your use of the Services and the Website.

8. MISCELLANEOUS

8.1. Assignment. The rights or obligations contemplated hereunder may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8.2. Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties’ equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
8.3. Governing Law; Jurisdiction. Any and all disputes arising hereunder shall be resolved by binding arbitration in accordance with the rules and guidelines set forth by the American Arbitration Association. Venue and jurisdiction for said arbitration shall occur in Los Angeles, California.
8.4. Electronic Notices. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you in your account settings or by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
8.5. Languages. This document is prepared in the English language, which prevails over any translations of it to other languages, made by us and provided to you for your convenience, as applicable. The Service is designed in the English language and its translations into other languages may contain inaccuracies for which we shall not bear any responsibility; we suggest using the English version and resorting to versions in other languages only for references and at your own risk. You also agree to have all communications with us in English.
8.6. No Waiver. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision hereunder.
8.7. Severability. All the provisions hereunder are distinct and severable. If any provision hereunder (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of the remainder of the items set forth with the TAC. 

9. PRIVACY. Use of the Services is also governed by our Privacy Policy, the provisions of which are adopted herein by reference so when we refer to this Agreement we also refer to the Privacy Policy.

10. NOTICE. Notice shall be sent to at wrc@matadorsolutions.net as well as wrc@cohenandcohen.net 

Last updated: April 24, 2020

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