TERMS AND CONDITIONS
- Services to be performed. Definite Possibilities agrees to perform Internet marketing and website design services (the “Services”) on Buyer’s behalf, according to the Services selected as part of this online sign-up process. Definite Possibilities agrees to provide the Services to Buyer each month in exchange for the fees set forth in this online sign-up process.
Definite Possibilities and Buyer agree that the Services that Definite Possibilities performs on behalf of Buyer are intended to enhance Buyer’s online presence and performance, and that there are continual, consistent changes to the various search engine algorithms that take place from time to time by the search engine companies themselves for which Definite Possibilities has no direct control.
Therefore, Definite Possibilities and Buyer agree that Definite Possibilities, in its sole discretion and without notice to Buyer, has the right to modify the Services selected by Buyer anytime during the Term provided that Definite Possibilities reasonably believes that said changes in Services will likely provide better results to Buyer.
- Term of Agreement. This Agreement will become effective and is fully executed when the Buyer (or sales representative authorized by the Buyer) checks the box acknowledging that he/she has read and agrees to the terms and conditions contained in this Agreement, provides payment, as well as provides his/her name at the final stage of this online process representing his/her digital signature thereon. By providing payment information, the buyer “opts in” to the Definite Possibilities Terms and Conditions. The Term of this Agreement begins from its date of execution and shall continue for the duration of the Term length stated in this Agreement. For month-to-month Agreements, this Agreement shall continue on a month-to-month basis until such time as the date a party terminates this Agreement as provided below. For Term Agreements, see below.
- Termination of Month-to-Month Agreement. All month-to-month Agreements require a 30-day written notice to cancel. Once notice of intent to cancel is received, exactly one more payment shall be due and payable on the final scheduled payment date. All services shall continue as agreed for 30-days after the receipt of the final scheduled payment. Notice of termination shall be given only in writing, by Buyer to Definite Possibilities at 41 South Shannon Road Suite 16102, Tucson Arizona 85745, United States or by email to: email@example.com by Definite Possibilities to Buyer at the street address or email address provided by Buyer during the sign-up process, or to Buyer’s updated street or email address as provided in writing by Buyer to Definite Possibilities thereafter. As previously stated, Definite Possibilities is entitled to one final payment after Buyer provides notice of his/her intent to cancel as shown in these Terms & Conditions, on the payment Portal and on the Buyer’s receipt. For Term Agreements, pre-Term termination is not available; see below.
- Term Agreements and Termination. Term Agreements have a fixed term as set forth in the Plan Summary that Buyer agrees to before purchase (the “Initial Term”). During the Initial Term, Buyer may not cancel this Agreement for any reason. Definite Possibilities makes a substantial investment in the creation of Buyer’s digital marketing footprint, strategy, optimization, and website, and Buyer agrees that all the revenue Definite Possibilities receives for the Initial Term’s monthly payments constitutes liquidated damages in the event Buyer breaches this Agreement. After Buyer’s Initial Term has ended, Buyer’s plan shall automatically renew on a month-to-month basis (the “Renewal Term”) and Buyer may cancel at that point at any time, in accordance with the terms and conditions stated Paragraph 3 above. For website design and development Term Agreements only, Definite Possibilities retains ownership of the website and the consumer traffic to the website until the Initial Term has ended. In the event Buyer breaches, this Agreement before the Initial Term has ended, Definite Possibilities may shut down the website until Buyer has made payment in full including late fees and interest in accordance with Section 6 of the Agreement. After the website development Initial Term has ended, Buyer’s plan shall automatically renew on a $309.95 per month, month-to-month Renewal Term for website hosting services only and Buyer may cancel at that point at any time in accordance with the terms and conditions stated Paragraph 3 above.
- Payment. In consideration for the Services to be performed by Definite Possibilities, Buyer agrees to pay Definite Possibilities a campaign management and consulting Set-up Fee, plus a Monthly Fee for the duration of the term. The Set-up Fee and the first Monthly Fee are due upon execution. The second Monthly Fee shall be paid one month after this Agreement is executed, and subsequent Monthly Fee payments shall be paid by the same day each successive month.
- Late Fees. Late payments by Buyer shall be subject to late fees of 1.5 % per month from the due date until the amount is paid. Any EFT payment returned or rejected by Buyer’s bank shall be subject to a $30 NSF fee payable by Buyer to Definite Possibilities. Definite Possibilities has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than 30 days.
- Intellectual Property Ownership. Definite Possibilities will provide Buyer its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise (“Work Product”) upon completion of the term. Definite Possibilities grants Buyer a royalty-free non-exclusive worldwide license to use the Work Product for the purpose of marketing and selling Buyer’s products and services. The license shall have a term that expires at the time this Agreement terminates and is conditioned upon full payment of the compensation due Definite Possibilities under this Agreement. Definite Possibilities retains all other rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in the Work Product.
- Definite Possibilities’ Reusable Materials. Definite Possibilities owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“Definite Possibilities’ Materials”). Definite Possibilities may include Definite Possibilities’ Materials in the work performed under this Agreement. Definite Possibilities retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in Definite Possibilities’ Materials. Definite Possibilities grants Buyer a royalty-free non-exclusive license to use any Definite Possibilities Materials incorporated into the work performed by Definite Possibilities under this Agreement. The license shall have a term running concurrently with the term of this Agreement and shall not be transferred by Buyer.
- Approval/Disapproval. Definite Possibilities and Buyer acknowledge that Definite Possibilities operates on tight schedules whereby the completion of many tasks and results rely on the timely completion of Company’s operational process. Towards this end, Definite Possibilities and Buyer agree that any optimizations and/or changes to the Buyer’s site, as well as content posted on Buyer’s behalf, shall be deemed Buyer approved and/or authorized to be posted to third party sites (ie. Facebook or Twitter) if within in one day business day Definite Possibilities does not receive any communication from Buyer that Buyer disapproves of said work.
- Exclusive Agreement, Modifications, Waivers, Severance. This is the entire Agreement between Definite Possibilities and Buyer. Any modifications to this Agreement must be in writing, and signed by both parties. Any waiver shall not be effective against any party unless in writing executed on behalf of such party. In the event that any of the provisions of this Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Warranty. Buyer must report any deficiencies in Definite Possibilities services to Definite Possibilities in writing within 30 days of performance to firstname.lastname@example.org to receive warranty remedies. Software bugs, search engine algorithmic changes, downgrading and/or degradation of incoming links are to be expected and addressed under the terms of this Agreement. Buyer’s exclusive remedy for any breach of the above warranty shall be the re-performance of Definite Possibilities’ services. If Definite Possibilities is unable to re-perform the services, Buyer shall be entitled to recover the fees paid to Definite Possibilities for the deficient services. Every effort will be made to complete all aspects of the optimization process. If any part of Definite Possibilities performance of the Services cannot be performed due to website limitations beyond Definite Possibilities’ control, Buyer waives these services.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.
- Limited Liability. Definite Possibilities’ total liability to Buyer under this Agreement for damages, costs and expenses shall not exceed the compensation received by Definite Possibilities under this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
- Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient’s address as stated on this Agreement; or, Three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement; or, When sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
- No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
- Refunds. All sales are final. There are no refunds or credits of any kind.
- Previous Contracts and Agreements. No other terms or conditions of contracts or agreements signed prior to November 21, 2018 are negated or changed as a result of this Agreement. This agreement does not apply to any contracts or agreement signed by Company prior to November 21, 2018.
- Applicable Law and Venue. The laws of the State of California shall govern this Agreement. The venue for any legal action to enforce the terms of this Agreement will be in Los Angeles County, California and both parties expressly submit to the jurisdiction of the state and federal courts located in Los Angeles County, California.