Website Package TERMS AND CONDITIONS
Expenses
Projects may incur additional expenses. All expenses will be pre-approved by the Client. Client shall pay Possible Zone for all approved expenses incurred by Possible Zone in connection with its performance and delivery of the services rendered.
Late Payments
Any sum not paid within the net terms outlined above shall incur a late payment charge of 1.5% per month on any unpaid amount until receipt of payment in full. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.
If payment delinquency exceeds 15 days from Client's invoice date Possible Zone Marketing reserves the right to remove public access to your website until payments are current or other arrangements have been made, subject to written agreement by Possible Zone Marketing.
Client Responsibilities
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than Possible Zone Marketing;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal (must provided within 7 business days of being requested);
(c) All graphics and images provided by Client for use in Deliverables will be of adequate size and file-type as requested by Possible Zone Marketing (must provided within 5 business days of being requested);
(d) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors ; and
(e) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
Early Termination
All service packages require a 12 month minimum obligation of continued services between the Client and Possible Zone Marketing.
Client agrees that their credit card on file with Possible Zone Marketing will be charged monthly for the amount agreed upon for this contract. In the event a Project or Service is canceled in less than 12 months for any reason other than a material breach by Possible Zone, Client agrees that it would be impracticable and extremely difficult to calculate the actual damages resulting from such lost opportunities, and Client agrees to pay to Possible Zone Marketing a kill fee in the amount of $1,250.00, which Client agrees represents reasonable compensation for such lost opportunities.
Taxes
Client shall be responsible for all sales, use, personal property and other taxes, however designated, which may be levied or imposed by reason of the transactions contemplated herein, except for taxes on Possible Zone's net income. If Client qualifies as being exempt from taxes, Client shall provide Possible Zone documentation to support its exempt status, and Client agrees that if a dispute arises between Client and the Taxing Authority, that Client shall be responsible for such taxes as may be imposed.
Competent and Qualified Employees
All Employees supplied to the Client by Possible Zone shall be qualified and competent, having all the skills and abilities necessary to perform the services specified in this document.
Non-Solicitation of Personnel
The Client agrees to not offer, promise or engage in employment with employees for one year after the employee terminates employment from Possible Zone, unless written consent is received from Possible Zone.
Former Employees of the Client
Possible Zone shall inform the Client if and when Possible Zone plans to furnish former employees of the Client as Employees for assignment subject to this contract.
Insurance
Possible Zone shall maintain such insurance as will protect Possible Zone from claims with respect to all Employees under all applicable Federal and State
Workmen's Compensation Acts.
The Client shall indemnify and hold Possible Zone harmless from any and all claims, liabilities and causes of action including injury to or death of any person and for damage to or destruction of any property, resulting directly or indirectly from any and all acts or omissions of Possible Zone, Employees, or of anyone directly or indirectly employed by either of them in connection with Possible Zone's performance hereunder, regardless of whether such injury, death, damage or destruction is contributed to by the negligence of Possible Zone, its agents, servants, or Employees, and on behalf of Possible Zone and in Possible Zone's name the Client will handle or defend at its own expense any claim or litigation in connection therewith.
Assignment
The Client shall not assign or delegate this contract in whole or in part without the written consent of Possible Zone, nor shall the Client assign any money due or to become due to Possible Zone hereunder without the prior written consent of Possible Zone. Any such assignment without the prior written consent of Possible Zone shall be void.
Legal expenses
All reasonable costs, including attorney's fees, incurred by the prevailing party in an action against the other party based on this Agreement shall be paid by the other party.
Severability
If any provision of this contract is held to be unenforceable under the law governing this contract, then the other provisions of this contract shall survive, and the parties shall attempt in good faith to redraft the unenforceable provision to be enforceable, while maintaining as much of the intent of the original provision as reasonably possible.
Captions
The captions in this contract are for convenience only and do not define or limit any of the provisions.
Default by Client
Failure by Client to make payments in compliance with the terms set forth shall entitle Possible Zone to terminate services provided to the Client and to remove any hardware, software or data which has not been fully paid for by the Client.
Contract
This contract supersedes all prior agreements between the parties, whether written, oral, or otherwise related to the Subject Matter hereof, and is intended by the parties to be the complete and exclusive statement of the contract between the parties. This contract can only be modified by a written amendment signed by both parties.
If a conflict arises between the provisions of this contract and any purchase orders issued under it, then the provisions of this contract shall govern. The provisions of any purchase order referenced in or issued under this contract shall not amend this contract or be binding upon the parties in any manner or to any degree.
As both parties have had an opportunity to review and revise this contract, any ambiguity in the language of the contract is to be resolved according to what is most reasonably the intended meaning, and not necessarily against the drafting party.
Relationship of parties
The parties are independent contractors. Neither party is the agent of the other party, nor is either party authorized to act on behalf of the other party.
Governing law
This contract is governed by the laws of the State of Tennessee without regard to its choice of law provisions.
Force Majeure
Force Majeure includes but is not limited to fire, acts of God, war, military action, strikes, and acts of government. If an obligated party exhausts all reasonable alternate means of performance during a reasonably unforeseeable Force Majeure, then the obligated party is excused from performance, except for breaches of confidentiality, for as long as six months, or until the Force Majeure ends, whichever is earlier.
Letter
This letter supersedes all prior agreements between the parties, whether written, oral, or otherwise related to the Subject Matter hereof, and is intended by the parties to be the complete and exclusive statement of the contract between the parties. This letter can only be modified by a written amendment signed by both parties.
Possible Zone shall not be liable for any:
a) Special damages
b) Indirect damages
c) Punitive damages
d) Incidental damages,
e) Consequential damages, or
f) Any damages resulting from:
i) Loss of use
ii) Loss of data
iii) Loss of profits, or
iv) Loss of use of products
g) Possible Zone shall not be liable for any damages indirectly or directly caused by any employee's action or inaction, including without limitation property damage. Possible Zone's total liability under this agreement limited to the amount of the fees actually paid by client.