Section
0.00
OVERVIEW
OVERVIEW
Section
1.11
TERMS OF LAYAWAY
TERMS OF LAYAWAY
Section
1.41
WHITE LABELING
WHITE LABELING
Section
2.00
GENERAL CONDITIONS
GENERAL CONDITIONS
Section
3.00
MUTUAL COOPERATION
MUTUAL COOPERATION
Section
8.00
OPTIONAL TOOLS
OPTIONAL TOOLS
Section
9.00
THIRD-PARTY LINKS
THIRD-PARTY LINKS
Section
13.00
PROHIBITED USES
PROHIBITED USES
Section
15.00
INDEMNIFICATION
INDEMNIFICATION
Section
16.00
SEVERABILITY
SEVERABILITY
Section
17.00
TERMINATION
TERMINATION
Section
18.00
ENTIRE AGREEMENT
ENTIRE AGREEMENT
n3tworth business solutions thumbnail

Terms of Use

Section
0.00
-
OVERVIEW
Updated on:
March 16, 2019 6:47 PM

This website, and the other websites under the n3tworth domain, is operated by n3tworth Business Solutions. Throughout the site, the terms "we", "us", and "our" refer to n3tworth. The terms "you", and "client" refer to you, the user. We offer this website, including all information, tools and services available from this site to you, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/or purchasing something from us, you engage in our “Service” and/or "Use" and agree to be bound by the following terms and conditions (“Terms of Service”, "Terms of Use", “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Use apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Use documentation carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services, download any content, or engage with the website in any manner. If this Terms of Use are considered an offer, acceptance is expressly limited to this Terms of Use.

Any new products, features, or tools which are added to the current pricing structure shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our website uses Knack, Stripe, and PayPal to collect payments and manage members.

Section
1.00
-
ONLINE SUBSCRIPTION, ONE-TIME PURCHASE TERMS
Updated on:
September 30, 2019 6:19 PM

By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

A breach or violation of any of the Terms will result in an immediate termination of your Services.

PAYMENT METHODS - We accept hundreds of online payment gateways via credit/debit card and/or virtual accounts. For a full list of payment methods, please visit foxy.io

PROCESSING FEES: Some online payment processors charge 2.9% of the product total plus $0.30 USD transaction fee. This will be of the responsibility of the buyer. Other extended payment options include installments, loans. credit lines, etc. and these fees may vary. You are responsible for any processing fees incurred.

We DO NOT accept checks, cash, cashier's checks, and money orders, as well as any crypto currencies.

BILLING SCHEDULE - Full payment, up front, is the only payment method, unless otherwise agreed upon (installments, PayPal Credit, etc.) Automatic billing is required for recurring services.  Other payment schedules include a discounted One-time annual fee.

MISSED PAYMENTS/LATE FEES - Please be advised that any Services will go unpublished, or otherwise suspended/canceled/confiscated, upon delinquent payment so pay no later than 3 days after due date to avoid this and a 4% daily late fee thereafter. This late fee will be invoiced separately. The payment will retry up to 3 times within 30 days of the initial defaulted payment, and then cancel. You will need to re-subscribe to continue receiving service. If the Service goes unpublished, or otherwise suspended/canceled/confiscated, n3tworth reserves the right to charge a restoration/renewal fee or increase your monthly dues or both, to our discretion.

Section
1.10
-
MERCHANDISE RETURN & REFUND POLICY
Updated on:
July 20, 2019 6:14 AM

We use the retail process of print on demand to save you money. For this reason, products are produced to order and are therefore are non-returnable and non-refundable.

Once an order is in production, the order can no longer be cancelled, changed or edited as the item may have been created.

Contact help@n3tworth.com as soon as possible with your name, your email, the product name, and the order number, if errors in ordering arise. If a cancellation is possible, we will attempt to do everything in our power to make it happen.

No cancellations nor address changes are possible during the holiday season.

Section
1.11
-
TERMS OF LAYAWAY
Updated on:
July 20, 2019 6:03 AM

We will refer to this section as your "Agreement" or "Layaway Agreement"; these terms also include any changes we may make to this document from time to time.

Products and Services permitted to be purchased through the n3tworth Layaway Agreement are at the sole discretion of n3tworth.

TERM & TERMINATION - The length of this Layaway Agreement is determined by the total purchase price of the item(s) and can be from 3 months to 12 months but not exceeding 365 days. n3tworth reserves the right to amend or cancel the Layaway Agreement at any time, for any reason,without notice, at our sole discretion.

PAYMENTS - A minimum initial deposit is required upon the original order date. This initial deposit is 30% of the total order price. Following the initial deposit, minimum monthly payments are due the last day of each billing cycle. You must pay at least the minimum monthly payment due by the end of each month. The minimum monthly payment must be equal to the initial remaining balance divided by the term of layaway. A billing cycle refers to each month in the agreed payment plan time-frame. You may pay all or part of your outstanding balance at any time.  Any payments exceeding the minimum monthly payment may be applied towards the subsequent month’s outstanding balance.

Example: the cost of service is $2000. You elected to pay it off in 12 months. Your down payment is $600 and each month,you would pay $116.67 each month for 12 months.

LATE PAYMENTS - For your convenience, all minimum payments will be taken out on auto-pay. As a courtesy, n3tworth offers a seven-day grace period for late minimum monthly payments. After this seven-day grace period, your payment will be considered missed and your layaway will be forfeited.

FORFEITED LAYAWAY -Upon forfeit of a layaway, any and all products within the layaway order will be returned to stock and any and all service-related ideas/mock-ups will be made available to other clients. The initial deposit and any subsequent payments will not be refunded. If you have forfeited a layaway by a missed payment, you will not be issued a store credit. If you have voluntarily forfeited a layaway and are current on payments, a store credit will be issued that will be equal to the amount you have paid on your balance thus far, including the initial deposit. Store credit that is issued as a result of a voluntary forfeited layaway will expire 60 days after the date the store credit is issued. A store credit may not be used as a discount on a previously forfeited item. You must pay in full for the item forfeited and/or apply for layaway again.

CUSTOM ITEMS - A Custom Item is any product or service that is personalized, engraved, altered, or designed according to specific instructions set forth by the client. If you place a custom order, we will begin work on your item when you have paid at least 50% of your balance (including the initial deposit). After the custom ordered work is complete, we maintain the rights to and the use of the product or service and the release of these materials is at our discretion until the balance is paid in full. If the product or service is forfeited, your order item(s) will be revoked, unpublished, and/or will be legally ordered to cease-and-desist use of the copy-written material(s). You will also be subject to the terms in this section, Forfeited Layaway.

MODIFICATION TO LAYAWAY ORDERS - If you should wish to modify your original layaway order in any way, including, but not limited to, removing an item, adding an item, or downgrading/upgrading service tiers related to an item before the final payment due date, you are required to enter a new Layaway Agreement which will reflect those changes. Upon modification to your original order and after a new Layaway Agreement has been created, the previous Layaway Agreement shall be cancelled and rendered unenforceable. All modifications are subject to approval by n3tworth.

INCLUSION - It is at our sole discretion to deny any layaway application based on previous forfeited layaway, ability to pay, and/or price of layaway items, but we will never base exclusion off of race, color, religion, age, national origin, sex, sexual orientation, gender identity/expression, disability, veteran status, genetic information, or any other basis protected by institutional policy or by federal, state, or local laws, unless such distinction is required by law.

Section
1.12
-
TERMS OF INSTALLMENT AGREEMENT
Updated on:
November 1, 2019 11:27 AM

We accept n3tworth Financing at checkout. This is a no credit check, no interest installment agreement. We require 10% upfront (but no less than 100-300 USD, depending on the product/service) and the remainder of the payments can be split over the course of 1 years. More terms and legalities are discussed therein.

MISSED PAYMENTS/LATE FEES - See Section 1.00 - Addendum; effective immediately: For clients already paying on an installment, your monthly fees are due on time, no exceptions. You are not eligible to make additional payment arrangements or extend your due date. In the event of a late/missed payment, you will be assessed a one-time $75 fee, on top of the daily late fee, beginning on the day after your 3-day grace period.

Section
1.20
-
TERMS OF GRAPHIC DESIGN
Updated on:
July 18, 2019 7:37 PM

OWNERSHIP – All downloadable graphic files belong to n3tworth.com and the n3tworth brand. Any purchased digital files come with a Royalty Free license and thus can be used both commercially and personally, no attribution required, and no royalties owed.

 USAGE RIGHTS – Purchased graphics can be used in any project, for yourself, or your end-user. Purchased products can be used both digitally (on a website, in social media advertisements, inapps, etc.) as well as in printed format (flyers, merchandise, billboards, etc.).There are no limits on the amount of times you can use a graphic purchased from n3tworth. Purchased graphics must always be used as a non-editable, flat image(JPG, PNG, GIF, etc.).  

LIMITATIONS – Purchased products MAY NOT be sold as is or modified and resold by anyone other than n3tworth.com. You MAY use your purchased product in projects for your client and charge for the modification or profit from a project that uses your purchased product, so as long as the purchased product is not used as the majority of the finished artwork. For example: You MAY use our graphics in a book and sell the book. You MAY NOT recolor the graphic, or tweak the graphic and resell it as your own.

 Some purchases may include a PSD file (or any other open, editable format that includes layers). These files MAY NOT be distributed in any manner, whether for profit or not. You MAY NOT host them on your site as a layered file, send them to anyone via email as a layered file, sell them on stock or micro-stock sites,etc. This applies to modified and unmodified files.

Section
1.30
-
TERMS OF LOGO DESIGN‍
Updated on:
July 18, 2019 7:37 PM

OWNERSHIP and RIGHTS - All preparation materials, sketches, visuals, including the electronic files used to create the project remain the property of n3tworth. The final artwork/digital files will become the property of the client ONLY upon payment of the project.

If there are issues with payment, we reserve the right to reuse or amend any of these ideas for other clients or to be used freely as concepts in our portfolio.

n3tworth reserves the right to show any artwork, ideas, sketches created for this project in a portfolio as examples of client work. This can be during the project and also upon completion.

Should the client attempt to use/modify/alter/replicate or steal any of our ideas without making agreed payment, we will take immediate legal counsel.

CONFIDENTIALITY - Concerning showcasing your project in portfolios and galleries, if you are under a secrecy, stealth or non-exposure contract, please let us know and we will not pre-publish these works until we are cleared to do so.

n3tworth acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by n3tworth on behalf of you, the client, or disclosed by you, the client, to n3tworth.

TRADEMARK and COPYRIGHT - We are not responsible or liable for the often costly and length process of trademarking and copyrighting your product or brand, but we may instruct you how to do so, at our discretion.

DESIGN UNIQUENESS - We will conduct basic searches on designs created for you and ensure, where possible, that there are no obvious similar designs used by other companies.

NAMING - You take full responsibility for ensuring that the company/product/name is legally free to use before work is started. Should any legal issue arise with the naming after the project has been completed, no refunds are possible neither are we responsible for any problems thus arising.

CANCELLATION - If you choose to cancel the project midway through the project, where ideas and proposals have been submitted, refund of any previous payments or deposits is not possible. However, depending on the work completed and overall budget, a portion of the funds ‘may’ be returned (up to but not exceeding 30% of the initial deposit).

If your designer falls ill or is unable to complete the project due to unforeseen circumstances, another designer will be assigned to the project. In the event that no designer can pick up the project, a full refund will be issued.

PROJECT SUSPENSION - We reserve the right to suspend any project if a client: interferes with excessive micromanaging, demonstrates a continued lack of trust and inability to move forward after showing more than a reasonable number of unique logo ideas/concepts and/or shows reluctance in paying the final payment.

Fair notice will be given with fair chance to remedy the situation without resorting to project suspension or termination. Any suspension or termination will not result in any refunds.

Section
1.40
-
TERMS OF WEB DESIGN and SEO
Updated on:
October 9, 2019 6:03 AM

TEXT CONTENT - See Section 1.2, NAMING

WORD UNIQUENESS - Words float in a vast sea of opportunities, each collection of words different from the next. Oftentimes, an idea or a writing style are found similar and it is almost impossible to check every written work source on the web to ensure its unparalleled uniqueness. We can promise you, however, that we will always do our very best to create a unique and appropriate website for you, based on your needs.

BROWSER TESTING - We test our work across different desktop browsers to ensure proper functionality from varying browser types. Currently, we test on Google’s Chrome, Apple’s Safari, Microsoft’s Edge (formerly Internet Explorer), and Mozilla’s Firefox. Likewise, we conduct mobile browser testing to ensure the capabilities of the site for widely used phone systems. These include phone browsers created by Apple, Google and Firefox. If you require browser testing and tweaking on any additional phone and/or desktop operating systems, we can provide the work at an additional cost.

TECHNICAL SUPPORT - Technical support is included (for 1 month) in the higher web design packages. It is also included in all Support & Maintenance Packages. All web design packages include basic hosting and CMS (Free until the site is published, additional monthly cost thereafter*) and all Support & Maintenance Packages cover hosting, CMS, and software/program charges, up to 10% of the plan cost, for the sustained duration thereafter. *SEE PRICING

Monthly retainers under a Support & Maintenance package have a weekly allotment of time spent on tasks. Any unused hours will be lost week to week but we will honor rollover, at our discretion, each quarter. If you purchase additional hours in any given week, these hours carry over until they are spent down on.

CANCELLATION - See Section 1.2, CANCELLATION; You must notify us at least 30 days before cancelling recurring automatic payments for services so that we can prepare for the completion of projects and terminate billing. If project estimates exceed 30 days, or if we are not notified within 30 days, one (1) more payment will be processed, and projects will be completed, before a final cancellation.

PAYMENT FOR NON-CANCELABLE MATERIALS - Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, software, scripting, photography and/or any other external services) shall be paid for by you, in accordance with the provisions of these Terms. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon your request, that any such materials and services, are non-cancelable.

CHANGES AND REVISIONS - Because we provide a process by which you choose the overall look and feel of your website based on a mockup or wireframe, changes and revisions are not initially included in the package. We understand however that decisions can’t always be set in stone and you need a design team that is flexible and moldable to your needs. For this reason, we will change or revise at an additional cost, up to the original cost per page, depending on the breadth of the revisions. If you find that changes or revisions will be of regular occurrence, please consider purchasing the monthly Support & Maintenance retainer.

PROJECT SUSPENSION - See Section 1.2, PROJECT SUSPENSION

ERRORS - Although we check, double check, and triple check our work, we cannot be held liable for damages (legally or otherwise) that result from errors of the site. We will do our best to steer clear of errors and provide support and rehabilitation under a Support & Maintenance package.

RESPONSIBILITIES for RELEASES and ACCURACY - We will keep on file any and all information pertinent to your website, including: licenses, permits, authorizations, copyrighted materials, and any other property or rights belonging to a third party obtained by us for use in your website. Any licenses purchased for your web design remains licensed by n3tworth, unless a written agreement is signed to transfer license to you (see Ownership, Rights and Exclusivity in this section).

You guarantee that any and all designs, photographs, art and/or written works submitted to us by you and/or your authorized team is free and permissible to use. We do not provide copyright protection or releases to materials we do not procure. You are held responsible for providing accurate, complete and proper information concerning your services, business model and products, which may be submitted verbally or furnished by hard-copy.

OWNERSHIP, RIGHTS and EXCLUSIVITY - All materials used in a web project will be released to you in multiple file types (from digital images to Word/PDF documents) at completion of the project. You agree to pay for all costs associated with transfer of materials (for example, we do not cover the cost of applying for legal trademarks and copyrights).

Outside of server hosted files, we do not provide cloud hosting within the package so protection and storage of these files are solely up to you. If you prefer us to store these files, we will do so at an additional cost, billed monthly. You may own copyrights to certain individual content used, unless someone else owns them (i.e. as in licensed artwork), at which point, you will not own copyright until you directly purchase a license, solely for use by you.

The complete design (the combination of all elements together) will remain property of n3tworth. As attribution, we require the footer tag, linking back to our site, to remain on your site at all times. The final web design is also protected by CC BY-ND (Attribution-NoDerivs) license. In order to remove attribution, you will need to procure a White Labeling fee and sign the subsequent Copy of Transfer Agreement. See additional Terms for White Labeling in this agreement.

n3tworth reserves the right to show any outlines, ideas,thoughts, and/or final works created for this project in a portfolio as examples of client work and/or use individual elements in other client projects. This can be during the project and also after completion. If, for any reason, you want all applicable components and/or final design of this project to be kept exclusive to you, you will need to procure a White Labeling fee and sign the subsequent Copy of Transfer Agreement. See additional Terms for White Labeling in this agreement.

CONFIDENTIALITY - See Section 1.2, CONFIDENTIALITY

TRANSFER OF SITE - While it is best to leave your website in the care of n3tworth, your original designers, to make any necessary design changes under a Support & Maintenance package, it is understandable that you may want take full design ownership of the site and manage it completely on your own. You can do this in one of 2 ways:

  • Upgrade your monthly hosting package to a TEAM package and we'll add you or anyone else to the design team for your site.
  • Create your own web design account and we'll transfer the site to you.

The difference is, the latter is a complete severance from our services to you, thus certain aspects of this agreement must be reconsidered:

  1. OWNERSHIP, RIGHTS and EXCLUSIVITY - the complete design and content written, in its entirety, is still the intellectual property of n3tworth. Should you change 80% of the TEXT CONTENT and 100% of the layout and licensed imagery, you are free to remove the footer tag linking back to n3tworth, and claim the project as your own. Otherwise, we require attribution as set forth in this agreement. n3tworth still maintains the right to show the design in portfolios or otherwise, as well as recreate or utilize any portion of the design as a resell or otherwise. Upon transference of ownership, all liabilities, expressed or implied, are now the responsibility of you, the Client.
  2. TECHNICAL SUPPORT - which includes any work under a Support & Maintenance package, is not transferred upon the transference of the site. You and your constituents will be fully responsible for the upkeep of the site, as well as the use of the platform it exists on. We will point you in all the right directions upon getting started, but at time of transference, you agree to manage all aspects of the site on your own. We will cancel any monthly fees paid out to us and you will pay any applicable fees directly to the web platform.

Should you desire to hire n3tworth again, feel free to contact us, transfer the site back, and we'll take over your site management and resume our services to you as outlined in the outset of this agreement.

GRANDFATHERED PLANS - Plans that are currently on an old payment structure may be terminated and updated at any given point for no reason and at the sole discretion of n3tworth.

Section
1.41
-
WHITE LABELING
Updated on:
July 18, 2019 7:37 PM

If you choose to take full copyright ownership of the designs you commissioned n3tworth to create and claim them as your own, you will need to pay five times the original price for White Labeling and follow all terms pursuant to this agreement. Only upon augmented payment AND signing will you be granted exclusive rights to the designs as outlined in the following document.

Section
1.42
-
EQUITY INCENTIVE PLAN
Updated on:
November 6, 2019 10:46 AM

The following terms govern the Equity Incentive Plan (hereafter referred to as "The Plan"), also known as the Equity Incentive Program, Employee Equity Incentive Plan, and other recognized terminologies, hereto described as the "Award Agreement". After a period of 1 year (consecutive or non consecutively) of recurring monthly services (hereafter referred to as "Continuous Service"), acquired by the client, hereafter referred to as the "Company", paid out to Brandyss Adams, (hereafter referred to as "The Participant"), on behalf of n3tworth, an Equity Incentive Plan will take effect:

  1. Purpose. The Plan is intended to help the Company secure and retain the services n3tworth provides at lower than fair market value, provide incentives for the Participant to exert maximum efforts for the success of The Company and any Affiliate, and provide a means by which n3tworth may benefit from increases in revenue and in value of the Common Stock.
  2. Available Awards. The Plan follows the Award Incentive based on what the Company provides in Award Options. If none specified, The Participant will be awarded the Performance Cash Award (PCA). A Performance Cash Award is a cash award that is payable contingent upon the attainment during a Performance Period that may, but need not, require the Participant's completion of certain Performance Goals. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Board, in its sole discretion. The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property, which will be based on continual efforts and not fall below 1% of the Company's annual income, paid monthly, which is otherwise understood as 12% of the Company's monthly gross revenues (For instance, if the Company's gross annual revenues are $500,000, The Participant will be paid a $5,000/month PCA), or otherwise the same in property value. This award is in addition to any cost of services obtained by the Company, unless otherwise specified and agreed upon, however n3tworth agrees to cover services worth 10% of the monthly award value, (in the above example, the Company would receive a $500/mo voucher for n3tworth services), only if the PCA is a cash reward.
  3. Administration - The Board will be comprised of at least ONE (1) representative of n3tworth for every 3 representatives of the Company and shall have the power to determine: (i) (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award. (ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement or in the written terms of a PCA, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective. (iii) To settle all controversies regarding the Plan and Awards granted under it.(iv) To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof).(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant's rights under the Participant's then-outstanding Award without the Participant's written consent (below). (vii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant's rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. (viii) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.(ix) To adopt such rules, procedures and sub-plans related to the operation and administration of the Plan as are necessary or appropriate under local laws and regulations to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are made to ensure or facilitate compliance with the laws or regulations of the relevant foreign jurisdiction).
  4. Delegation to Committee - The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers heretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.
  5. Term and Termination of Continuous Service - The Plan will commence on the next pay date after the 1 year anniversary of B2B partnership of the Company and n3tworth. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, (a) if a Participant's Continuous Service terminates (other than for Cause and other than upon the Participant's death or Disability), the Participant's PCA terminates, unless the Award was a deferred Performance Cash Award, at which point the Award will terminate upon final payment of the deferred agreement. (b) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant's Continuous Service terminates as a result of the Participant's Disability, the Participant may continue receiving the PCA (to the extent that the Participant was entitled to exercise such PCA as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the PCA as set forth in the Award Agreement. (c) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant's Continuous Service terminates as a result of the Participant's death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant's Continuous Service for a reason other than death, then the PCA may be exercised (x) in its entirety including shares that the Participant was not otherwise entitled to exercise as of the date of termination of Continuous Service in the event of a termination under (i) above, or (y) to the extent the Participant was entitled to exercise such PCA as of the date of death in the event of a termination under (ii) above by the Participant's estate, by a person who acquired the right to exercise the PCA by bequest or inheritance or by a person designated to exercise the PCA upon the Participant's death, but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Award Agreement) if no successor is appointed, and (ii) the expiration of the term of such PCA as set forth in the Award Agreement, and (iii) the expiration of Continuous Service applicable to the successor. If, after the Participant's death, the PCA is not exercised within the applicable time frame, the PCA will terminate. (d) Termination for Cause. Except as explicitly provided otherwise in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant's Continuous Service is terminated for Cause, the PCA will terminate immediately upon such Participant's termination of Continuous Service, and the Participant will be prohibited from exercising his or her PCA from and after the date of such termination of Continuous Service but will become eligible for a new PCA after such time delegated in this Agreement.
  6. No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is domiciled or incorporated, as the case may be.
  7. Choice of Law - The law of the State of Texas will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state's conflict of laws rules.
Section
1.50
-
TERMS OF B2B PARTNERSHIP
Updated on:
August 12, 2019 6:40 PM

THIS AGREEMENT is made by and between any party (hereafter referred to as the "Company") entering into a B2B Partnership with n3tworth (hereafter collectively referred to as the "Partners") with the Partnership (hereafter referred to as "the Partnership").

Partnership Governing Laws and Purpose - The parties form a Partnership under the laws of Texas, to acquire certain assets required by it to carry on its business and do all other lawful things as further business of the partnership and as may be necessary, incidental, or convenient to carry on the Partnership business as provided herein.

Place of Business - The principal place of business of the Partnership shall be 134 Vintage Park Blvd Ste A-568, Houston, TX 77070  or virtually represented or such other place in the United States as the Partnership may from time to time determine. The Partnership thus represents each entity separately.

Term - The Partnership shall commence as of the date of the execution of this Agreement and shall continue thereafter for a term of 5 (five) years, unless sooner dissolved and terminated by agreement of the Partners; provided, however, that the Partnership shall not be terminated by the bankruptcy, insolvency, appointment of trustee for the benefit of creditors, death, incapacity, or withdrawal of any Partner, but the remaining Partners shall have the rights and options as set forth below.

Contributions, Responsibilities and Profits - Each Partner shall contribute to the Partnership, an ongoing contribution of capital and/or physical contribution and each Partner shall share in the net weekly, monthly, and/or annual operating profits or losses of the Partnership in the following ratio unless adjusted as hereinafter provided:

Company (Capitol Contributor)

Will contribute 100% of the initial and ongoing capital contributions and costs, including but not limited to: web hosting, marketing, design, software, business expenses, etc.

Profit: 50%, Losses: 50%

n3tworth (Physical Contributor)

Will contribute 100% of the physical contributions and services, including but not limited to: web design, customer relations, communications (written and oral), daily operations, etc.

Profit: 50%, Losses: 50%

Contributions of the Partnership shall not bear interest. However, any advance of money or physical work to the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as a Capital/Physical Contribution shall not be deemed a Capital/Physical Contribution to the Partnership, but a debt due from the Partnership, and shall be repaid with interest at such rates and times as determined by the Partners.

Capital Accounts - See Section 1.4, Opening and Management of The Domestic Receiving Accounts and Royalty

Cash Distributions - Any amounts held by the Partnership and not required for purposes of its business, including reasonable reserves for contingencies, may be distributed to the Partners pursuant to the terms hereof. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. No Partner shall have the right to require that a distribution be made to him other than in cash.

Books of Account - Full and complete books of account shall be kept and maintained at the principal place of business and all transactions shall be entered in such books. Each Partner shall have access and the right to inspect and copy such books and all other Partnership records. The books shall be closed at the end of each calendar year and statements prepared showing the financial condition of the Partnership and its profit or loss.

Managing Partners - In the general conduct of the Partnership business, all the Partners shall be consulted and the advice and opinions of the Partners shall be obtained so much as is practicable. However, for the purpose of fixing and harmonizing the policies and practices of the Partnership and of securing uniformity and continuity in the conduct of its business, the general management of the Partnership business shall rest solely in the Managing Partners. The Managing Partners shall be: the signing representative of the Company and Brandyss Adams of n3tworth.

Except in cases of gross negligence or willful misconduct, the doing of any act or the failure to do any act by the Managing Partners, the effect of which may cause or result in loss or damage to the Partnership, shall not subject the Managing Partners to any liability to the remaining Partners or to the Partnership. In the event of the death, physical or mental incapacity, or withdrawal of either Managing Partner from the Partnership, the surviving Partners shall have equal rights in the management of the Partnership and shall appoint successor Managing Partners.

Except as otherwise provided herein, no Partner shall make any contract for and on behalf of the Partnership without the prior approval of the other Partners. All contracts shall be made in the name of the Partnership and in the case of any disagreement as to the making of any contract or assumption of any obligation by the Partnership, such contract or obligation shall not be made or executed except as directed by a super majority of the Partners; further, no Partner shall release nor cancel any indebtedness or obligation due the Partnership, except on full payment thereof, or upon the mutual agreement of all the Partners, nor shall any Partner give, extend, or guarantee credit to or for any person, firm, corporation without the consent of all the Partners, nor at any time shall any Partner sign the firm name nor pledge the firm's credit nor in any other manner act as surety or guarantor in any paper, bill, bond, note, or draft or other obligation whatsoever, nor assign pledge, mortgage, sell or otherwise dispose of, any Partnership property or any interest therein or do anything or permit any act whereby the Partnership's money, interest, or property or its interest therein, may be liable to seizure, attachment, or execution, except upon mutual consent of all the Partners.

Relationship of the Partners - Each Partner may have other business interests and may engage in any other business, trade, profession, or employment whatsoever on his own account or in partnership with, as an employee of, or as an officer, director, or stockholder of any other person, firm, or corporation (whether competitive with the Partnership or otherwise) and he shall not be required to devote his entire time to the business of the Partnership. Each Partner shall devote such time and attention to the conduct of the business of the Partnership as shall be deemed by all of the Partners to be required for the business of the Partnership.

No Partner shall receive any salary or other special compensation or services rendered by him as Partner of the Partnership, except as otherwise agreed by all the Partners. Notwithstanding the foregoing, each Partner shall be permitted to do business with the Partnership and with any other Partner individually or with any business entity in which such Partner may have an interest.

It is understood that each of the parties hereto are Partners for the purpose of this Partnership as set forth in Paragraph 1 hereof, but nothing contained in this Agreement shall make the partners with respect to matters unrelated to the Partnership, or render them liable for any debts or obligations of any Partner, nor shall any Partner be hereby constituted the agent for any Partner except to the limited extent herein specifically permitted and as may be hereinafter agreed upon by consent of all the parties.

Voluntary Termination - The Partnership may be dissolved at any time by agreement of a super majority of the Partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be applied in the following order:

(a) To the payment of or provision for all debts, liabilities and obligations of the Partnership to any person (other than Partners) and the expenses of liquidation;

(b) To the payment of all debts and liabilities (including interest) to the Partners (except those on account of their capital contributions);

(c) To the discharge of the balance of the income accounts of the Partners;

(d) To the payment of the capital accounts of the Partners, less any previous distributions and any losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains credited to such capital accounts; and

(e) Between the Partners in the same proportion as their percentages of interest in the Partnership as set forth in Article 4.

Notwithstanding any other provisions of this Article 10, if, upon ultimate liquidation of the Partnership, the foregoing allocations would leave any Partner with a deficit in his capital account that is not to be repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount of total gain (including the portion of any cancellation of indebtedness income not excluded by an election under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.

Retirement - No Partner may retire from the Partnership for a period of 1 year from the date of this Agreement. After said period, any Partner shall have the right to retire from the Partnership at the end of any calendar month. Written notice of intention to retire shall be served upon the remaining Partners at least 30 days before the first day of the month in which the retiring Partner intends to retire. The retirement of such Partner shall have no effect upon the continuance of the Partnership business. If the remaining Partners elect to purchase the interest of the retiring Partner, the Partners shall serve written notice of such election upon the retiring Partner within 14 days after receipt of the retiring Partner's notice of intention to retire, and the purchase price and method of payment for the Partnership interest shall be as provided in Paragraph 13 hereof. If the remaining Partners elect not to purchase the interest of the retiring Partner, then the Partners shall proceed with reasonable promptness to liquidate the business of the Partnership.

Involuntary Withdrawal - Any Partner may be required to withdraw from the Partnership upon the happening of any of the following events:

(a) If any Partner makes an assignment for the benefit of creditors or applies for the appointment of a trustee, a liquidator or receiver of any substantial part of his assets or commences any proceeding relating to himself under any bankruptcy, reorganization, or arrangement of similar law; or if any such application is filed or proceeding is commenced against any Partner and such Partner indicates his consent thereto, or an order is entered appointing any such trustee, liquidator or receiver, or approving a petition in any such proceeding and such order remains in effect for more than sixty (60) days; then that Partner shall be deemed to have withdrawn from the Partnership as of the date of the happening of any such event.

(b) If any Partner shall be adjudged incompetent, then such Partner shall be deemed to have withdrawn from the Partnership on the date set forth in a notice to such incompetent Partner from the remaining Partners.

The value of the Partnership interest in the Partnership of any Partner who shall be required to withdraw from the Partnership as provided in this paragraph, and the method of payment for the Partnership interest shall be as provided in Paragraph 13 hereof.

Death of a Partner - Upon the death of a Partner, the Partnership shall not terminate, and the business of the Partnership shall be continued to the end of the fiscal year in which such death occurs. The estate of the deceased Partner shall share in the net profits or losses of the Partnership for the balance of the fiscal year in the same manner the deceased Partner would have shared in them had he survived to the end of the fiscal year, but the liability of the estate for losses shall not exceed the deceased Partner's interest in the Partnership assets at the time of his death. The estate of the deceased Partner shall have no voice in the affairs of the Partnership. At the end of the fiscal year, the surviving Partners shall have the option either to liquidate the Partnership or to purchase the interest of the deceased Partner.

(a) If the surviving Partners elect to purchase the interest of the deceased Partner, they shall serve notice in writing of such election within 2 months after the death of the Partner upon the Executor or Administrator of such deceased Partner's estate, or if at the time of such election no such legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last known address of such heir. The purchase price shall be equal to the deceased Partner's capital account as of the end of the month next preceding the date of his death plus the deceased Partner's income account as of said date, adjusted for the deceased Partner's share of profits not previously distributed or losses not previously charged to either of said accounts through the end of the month next preceding death. No allowance shall be made for goodwill, trade name, patents or other intangible assets, except as those assets have been reflected on the Partnership books immediately prior to termination; but the surviving Partners shall nevertheless be entitled to use the trade name of the Partnership.

(b) If the surviving Partners do not elect to purchase the interest of the deceased Partner, they shall proceed with reasonable promptness to liquidate the Partnership. During the period of liquidation, the surviving Partners and the estate of the deceased Partner shall share in the profits and losses of the business in the same manner that they would have shared in them had the deceased Partner survived to the end of the fiscal year, except that the deceased Partner's estate shall not be liable for losses in excess of the deceased Partner's interest in the Partnership assets as of the time of his death. Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the Partnership business shall be the same as stated in Paragraph 11.

The parties agree that the provisions contained herein with respect to the discharge of a deceased Partner's interest in the Partnership are in lieu of the provisions of Illinois and New Jersey and shall exclusively govern the disposition of and accounting for the interest of a deceased Partner in the Partnership.

New Partners - No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

Prohibition on Transfer - A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of all the Partners, and any such prohibition transfer, if attempted, shall be void and without force or effect.

Entire Agreement -This Agreement contains the entire understanding of the parties hereto and may not be modified or amended except by a writing signed by the parties to be charged therewith.

Successors and Assigns - Subject to the restrictions set forth herein, this Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties.

Section
1.60
-
TERMS OF INVESTMENT
Updated on:
July 18, 2019 8:02 PM

THIS AGREEMENT is made by and between the investee party (hereafter referred to as "Entreprenuer") and his/her invested business (hereafter referred to as "Company") entering into an Investor Partnership with n3tworth (hereafter referred to as "Investor").

The Entrepreneur enters into this Agreement whereby the Investor agrees to invest the PHYSICAL and CAPITAL contributions as outlined in the undersigned proposal. This Agreement reflects the obligations with respect to the capitol owed by the Entrepreneur to the Investor, as described below.

Definitions

  1. Gross Annual Income means the total gross income of Entrepreneur listed on line 6 of IRS Form 1040, as amended from time to time (or a successor form).
  2. Royalty means an amount equal to one percent (1%) of Entrepreneur’s Gross Annual Income for each 12-month period beginning on January 1 and ending on December 31. If a full year cannot be considered, the Royalty is then equal to twelve percent (12%) of Entrepreneur's Gross Monthly Income.
  3. Principal or Principal Amount means the cost of services as outlined in the unique proposal sent to the Entrepreneur
  4. Physical Contribution means any projects that the Investor physically and/or materially participates in at no cost to the Entrepreneur
  5. Capital Contribution means any payment made by the Investor on behalf of the Entrepreneur in doing business

Partnership Governing Laws and Purpose - See Section 1.4.

Place of Business - See Section 1.4.

Term and Termination - the term of this agreement shall commence as of the date of the execution of this Agreement and shall continue indefinitely, unless sooner dissolved and terminated by agreement of the Partners; provided, however, that the Partnership shall not be terminated by the bankruptcy, insolvency, appointment of trustee for the benefit of creditors, death, incapacity, or withdrawal of any Partner, but the remaining Partners shall have the rights and options as set forth below.

Payments - All payments of principal in respect of this Agreement shall be made in lawful money of the United States of America.  Each
payment made hereunder shall be credited to principal and no interest will be charged, unless otherwise provided herein.
Payment Schedule - Entrepreneur shall pay Investor, in repayment of the Agreement, pursuant to the following schedule:
   (a)  commencing on date of undersigned and continuing until the Partnership is terminated, Entrepreneur shall pay Investor the full amounts of the non-invested costs to do business, including, but not limited to, costs of domain address and email, virtual business address and phone lines, printing costs, etc.; and
   (b)  commencing on date of undersigned and continuing 90 days after the undersigned, Entrepreneur shall not be responsible for any physical and capital contributions as outlined in the undersigned proposal.; and
   (c)  commencing 90 days after the undersigned and continuing until the principal contributions (initial and ongoing) are paid in full, Entrepreneur shall, on the 15th of every month, pay Investor 30% of monthly gross revenues, unless another payment schedule is agreed upon (such as 30% of gross revenues at time acquired either daily, weekly, or bi-monthly);  and
   (d)  commencing 1 day after the principal balance is paid in full and continuing until the Partnership is terminated, Entrepreneur shall, on the 15th of every month, pay Investor a Royalty in the amount of 1% gross annual income paid monthly (which is 12% of the Company's monthly gross revenues), of this amount 50% will be paid out to a monthly Support and Maintenance Package. For instance, if you gross $100,000 annually, you will pay $1000 a month, of which $500 will cover a Support and Maintenance Package. You can upgrade and pay the difference or forfeit any additional value based on package price.

Prepayments - Entrepreneur shall have the right, at any time and from time to time, to prepay the principal of this Agreement in whole or in part, without premium or penalty.  

Additional Expenses - In the event that, after signing of this agreement and before the principal balance is paid in full, additional expenses of physical or capital contributions are incurred, the Investor shall perform its obligations hereunder after amending the principal balance, in writing and may be personally served, emailed, texted, faxed, or served by United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, or upon receipt of fax, or read receipt of email or text.

Events of Default -   The occurrence of any of the following events shall constitute an "EVENT OF DEFAULT":
        (a)  failure of Entrepreneur to pay any principal under this Agreement when due, under this Agreement within three (3) business days after the date due.

Remedies - Upon the occurrence and during the continuance of any Event of Default, Entrepreneur will owe Investor a 4% daily late fee of principal, of which amount will be debited immediately or on the next payment date, at the discretion of the Investor. The Investor may choose to suspend any ongoing services until the balance is remedied.

Opening and Management of The Domestic Receiving Accounts and Royalty - the following terms govern the accounting accounts described hereto:

      (a) The parties shall open a Bank Account, Stripe and/or PayPal business account (hereinafter referred to as the "Receiving Accounts") in Company's name, for the purpose of collecting online payments from customers. In the event that a Bank Account is needed, the delegated Bank Account will be a joint Bank Account in both parties' names. Any cash, checks, or other payment methods taken by the Entrepreneur while doing business shall be deposited into this account. The Receiving Accounts shall be jointly managed by the parties.
     (b)  After the principal is paid in full, Entrepreneur shall pay Investor the royalty amount, as outlined in the above articles, from the Receiving Accounts.

Managing Partners - See Section 1.4.

Relationship of the Partners - See Section 1.4.

Responsibilities, Rights, and Ownership - Entrepreneur holds limited rights to the Company until the principal balance is paid in full, described hereto:

      (a)  Investor shall hold intellectual property rights to the Company, including all rights described in all preceding sections of this website's Terms of Use. After the principal is paid in full, Investor will transfer these rights to Entrepreneur, unless otherwise stated.
     (b)  Entrepreneur shall hold the exclusive domestic and overseas rights to operate and manage the Company, including the selling and marketing rights and the rights to the trademarks. Any liabilities incurred by the Company, is of the responsibility of the Entrepreneur, including taxes, penalties, and legal fees.

Retirement - See Section 1.4.

Involuntary Withdrawal - See Section 1.4.

New Partners - See Section 1.4.

Death of a Partner - See Section 1.4.

Prohibition on Transfer - See Section 1.4.

Entire Agreement -See Section 1.4.

Successors and Assigns - See Section 1.4.

Section
1.70
-
TERMS OF INDEPENDENT CONTRACTOR AGREEMENT
Updated on:
July 18, 2019 8:02 PM

Definitions - CLIENT refers to you, the INDEPENDENT CONTRACTOR, CUSTOMER refers to the end-user

Term - This Agreement and the timelines prescribed herein shall commence on the date the Agreement is executed by both parties and shall remain in effect until either party terminates this Agreement.

Duties - For the Term of this Agreement and any extensions hereto, n3tworth shall use its best efforts to generate sales leads for CLIENT. Said leads will be in the form of telephone calls or quote requests made by customers to unique telephone number(s) so that both parties can accurately track leads and sales generated as a result of this Agreement.

n3tworth shall have the exclusive authority to determine the means and methods by which sales leads are generated.

All costs associated with fulfilling the duties and obligations set forth in this Agreement and described in this Article shall be born exclusively by n3tworth, unless CLIENT elects to host the business on their own site, unto which case CLIENT shall fulfill any costs associated with fulfilling the duties and obligations set forth in this agreement.

Payment Term and Billing Schedule - For the lead generation services provided pursuant to this Agreement, n3tworth shall pay CLIENT within 1 business day in accordance to the expenses chosen at time of checkout, unless CLIENT elects to host the business on their own site, at which point CLIENT shall pay n3tworth pursuant to the following conditions:

Pay Per Lead/Commission – Payment begins immediately on any future and backdated assignments (no more than 4 weeks backdated). Within three (3) days of the closing of each week, beginning on Friday of the week prior and ending on Thursday of the week after, n3tworth shall provide a detailed report of qualified calls/quote requests and furnish this information to CLIENT for pay-out to n3tworth. For example, pay-out on the 15th of the month covers commission from the 8th -14th.

pay per lead or commission billing schedule

Flat Fee - Payment or pro-rated payments begins immediately upon signing and will continue for 6 or 12 months thereafter, upon which time a re-evaluation, re-submission, and re-signing will need to take place. At time of evaluation, the fee may be adjusted up or down but never going below $500/month.  Payments will be taken on the 15th of every month, at which time, n3tworth, at the request of CLIENT, will provide a detailed report to CLIENT outlining all the calls generated from its marketing efforts from the previous month.

Late fee - If bill is past due, there will be a 4% late-payment fee for each day that the bill is past due. If bill is over 30 days past due, pursuant to this agreement, legal recourse will be sought.

Payment Methods - See Section 1.0, Payment Methods

Cancellation- See Section 1.3, CANCELLATION. Upon any such termination for Cause, n3tworth shall have no right to compensation for a lead generated after the date of termination. For purposes of this Article, “Cause” shall mean: (i) either party is convicted of a felony or misdemeanor which directly affects his ability to carry out his duties under this Agreement; (ii) either party misappropriates the other’s funds, property, trade secrets, confidential information or otherwise defrauds the other; (iii) either party materially breaches any provision of this Agreement.

No Solicitation - During the periods in which the provisions of this Agreement shall be in effect, n3tworth or CLIENT, directly or indirectly including through any affiliate entity shall not solicit, hire or contact any employee or the other for the purpose of hiring them or causing them to terminate their employment relationship with the other.

Confidential Information - CLIENT and n3tworth may from time to time, and at their sole discretion, disclose to the other certain Confidential Information for the sole purpose of this Agreement. n3tworth and CLIENT mutually agree to hold such Confidential Information in strict confidence and such Confidential Information shall not be disclosed to any other person other than in connection with n3tworth’s work for CLIENT under this Agreement.

Confidential Information includes, but is not limited to, trade secrets as defined by the common law and statue in Texas or any future Texas statute, patent applications, processes, policies, procedures, techniques including marketing techniques, designs, drawings, know-how, show-how, technical information, business models or plans, branding strategies, vendors, specifications, market research, customer information, customer lists, customer contact information, keywords, ad creative and account structuring.

For the purposes of this Agreement, the following will not constitute Confidential Information (i)Information which is or subsequently becomes generally available to the public through no act of n3tworth or CLIENT and/or (ii) information which is lawfully obtained by operation of law or by the order of a court of competent jurisdiction.

Work Product - All domains, web pages, designs, accounts, campaigns, keywords, and ad creative conceived or made by n3tworth in the performance of the services pursuant to this Agreement on behalf of CLIENT shall be the sole and exclusive property of the CLIENT.

Independent Contractor Status - CLIENT acknowledges that it is an independent contractor of n3tworth and is not an employee. Thus, all legalities, licensure, insurance, taxation, liabilities, etc. are the responsibility of CLIENT.

Section
1.80
-
EMPLOYMENT APPLICATION
Updated on:
July 18, 2019 8:03 PM

n3tworth provides equal employment opportunities to all employees and applicants for employment and prohibits discrimination and harassment of any type without regard to race, color, religion, age, sex, national origin, disability status, genetics, protected veteran status, sexual orientation, gender identity or expression, or any other characteristic protected by federal, state or local laws.

This policy applies to all terms and conditions of employment, including recruiting, hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation and training.

Section
1.81
-
EMPLOYEE PAY STRUCTURE
Updated on:
July 18, 2019 8:14 PM

All employees are paid in accordance with local, state and federal law. n3tworth employees consist of full-time, part time, intern, agency-paid temps, company-paid temps, independent contractors, subcontractors, vendors and volunteers (who are not paid).

Specific considerations for certain employees are listed here:
  • Graphic Designers, Web Designers, Web Developers, App Developers, Illustrators, Videographers, Photographers, - paid 70% of sale price where 100% of the work is completed by employee; if other employees are needed, that 70% is split evenly between employees.
  • Brand Ambassadors and Marketing/Salespeople - paid 10% commission an all direct sales. This includes any one-time or recurring sale. Any non-direct sales (sales not directly orchestrated by ambassador) are considered residual and are paid at 1% commission. n3tworth has the sole right to determine whether a referral is direct or non-direct.
  • Commissionable employees can hold more than one position to increase earning potential.
Section
2.00
-
GENERAL CONDITIONS
Updated on:
March 16, 2019 6:47 PM

We reserve the right to refuse service to anyone for any reason at any time.

To use the Service, you will need to register and create an account. Non-encrypted information collected to use the Service include your full name, IP address, city, state, zip code, country, phone number, physical address, and email address. Encrypted information collected to use the Service may also include your password and credit/debit card information, whenever we accept payments from you.

You understand that your content (not including encrypted information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Section
3.00
-
MUTUAL COOPERATION
Updated on:
March 16, 2019 6:47 PM

Because final products represent both artist and client, we sincerely request that you trust us to do the job you are paying us to do and that you will take on board suggestions and ideas to be in your best interests. We, in turn, will always have your best interests at heart and trust that you will not micromanage the process, but instead, have a harmonious relationship with the artist. Our ultimate goal is to bring your brand to life with all the fancifulness you desire coupled with our expertise in the industry.

Section
4.00
-
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
Updated on:
March 16, 2019 6:47 PM

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Section
5.00
-
MODIFICATIONS TO THE SERVICE AND PRICES
Updated on:
March 16, 2019 6:46 PM

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Section
6.00
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LIMITATIONS TO PRODUCTS OR SERVICES
Updated on:
March 16, 2019 7:00 PM

Certain products or services may be available exclusively online through the website.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

Section
7.00
-
ACCURACY OF BILLING AND ACCOUNT INFORMATION
Updated on:
March 16, 2019 6:46 PM

We reserve the right to refuse any order you place with us. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

It is your sole responsibility to ensure that no unauthorized person shall have access to your password or account.  We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, symbols, and numbers) to protect your account. We are not liable for any damages related to the theft of or your disclosure of passwords. You shall immediately notify us of any unauthorized use of your account or password or any breach of confidentiality. You are solely responsible for any damage resulting from the use of your account.

Section
8.00
-
OPTIONAL TOOLS
Updated on:
March 16, 2019 6:46 PM

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Section
9.00
-
THIRD-PARTY LINKS
Updated on:
March 16, 2019 6:43 PM

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Section
10.00
-
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
Updated on:
March 16, 2019 6:49 PM

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Section
11.00
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PERSONAL INFORMATION
Updated on:
March 16, 2019 6:50 PM

You may access, control, and update your personal information by changing your settings in your account profile. By providing us with your email address, you consent to the use of that email address to issue Service-related notices to you, including any notices required by law. We may also use your email address to send you other messages, such as updates to the Service. You may not opt out of these messages unless you cancel your account.

Our Privacy Policy applies to the use of the Service and its terms are made a part of the Terms of Service by this reference. You understand that by using the Service you consent to the collection, use, and disclosure of your Personal Information and aggregate data as set forth in our Privacy Policy, and to have your Personal Information collected, used, transferred to, and processed in the United States. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.

Section
12.00
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ERRORS, INACCURACIES AND OMISSIONS
Updated on:
March 16, 2019 6:50 PM

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, or offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Section
13.00
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PROHIBITED USES
Updated on:
March 16, 2019 6:50 PM

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Section
14.00
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Updated on:
March 16, 2019 6:51 PM

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you, unless otherwise stated in these Terms.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall n3tworth, our directors, officers, employees, affiliates, agents, contractors, interns, ambassadors, representatives, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Section
15.00
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INDEMNIFICATION
Updated on:
March 16, 2019 6:51 PM

You agree to indemnify, defend and hold harmless n3tworth and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.


Section
16.00
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SEVERABILITY
Updated on:
March 16, 2019 6:51 PM

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.


Section
17.00
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TERMINATION
Updated on:
September 30, 2019 4:53 PM

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Use and Services are effective unless and until terminated by either you or us. You may terminate these Terms of Use and Services at any time by notifying us prior to 30 days of your last payment that you no longer wish to use our Services. If you are not in possession of any Services, your termination of Use will begin when you no longer use our site. If you are in possession of any Services (i.e. Services were rendered), you are required to pay any remaining balance in full, as a one-time payment at date and time of termination.

Either party to these Terms may terminate the Use of Services if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. Any legal or other fees obtained in procuring the defaulted payment(s) are the responsibility of you, the client.

In addition, either party may immediately terminate the Use of Services by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of you, the client, if the client materially breaches its obligations to make payment pursuant to these Terms.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Section
18.00
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ENTIRE AGREEMENT
Updated on:
March 16, 2019 6:52 PM

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Section
19.00
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GOVERNING LAW AND INTERNATIONAL USES
Updated on:
March 16, 2019 6:52 PM

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Texas.

The Service is operated and controlled from its facilities in the United States. Although the Service may be accessible worldwide, we make no representation that the Service or the materials on the Service are appropriate or available for use in locations outside the United States and thus accessing the Service from territories where its use is illegal is prohibited. Those who access or use the Service from other jurisdictions do so at their own will and are entirely responsible for compliance with all applicable United States and local laws and regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Section
20.00
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CHANGES TO TERMS OF SERVICE
Updated on:
March 16, 2019 6:52 PM

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Section
21.00
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CONTACT INFORMATION
Updated on:
March 16, 2019 6:53 PM

Questions about the Terms of Use should be sent to us at info@n3tworth.com or call us at 833-300-0475.

Mail to:

n3tworth

134 Vintage Park Blvd

Ste A-568

Houston, TX 77070