INTRODUCTION
By retaining the ongoing services and/or making purchases of any offering or website or platform from PressPlay Network, LLC (“Provider”) you (“Client”) agree to the following Conditions of Use and Terms of Service.
PAYMENT
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- Monthly Ad Spend Charge and Platform Fee shall be a recurring charge to the Client, charged to Client’s credit card on file each month until termination of this Agreement as defined in section 3 below.
- Provider will deduct a 15% ad management fee from the monthly ad spend charge,
- If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 12 percent per year, or the maximum percentage allowed under applicable Arizona laws, whichever is less.
- In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, PressPlay Network, LLC has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.
TERM
The initial term of this Agreement is for 90 days, beginning on the day the Ad spend goes active. Thereafter, this contract shall remain effective on a month-to-month basis until the parties terminate the agreement by providing a 30-day written notice. An email notice by one party will suffice.
WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Provider in connection with the Services will be the exclusive property of Provider. Upon request, the Client will execute all documents necessary to confirm or perfect the exclusive ownership of the Provider to the Work Product.
CONFIDENTIALITY
Provider and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Client of these confidentiality obligations which allows Provider to disclose Recipient’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
NON-CIRCUMVENTION
The Parties agree that all third (3rd) parties introduced to one another represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital. Therefore, without prior written consent, the Parties agree to refrain from conducting direct or indirect business dealings of any kind with any third (3rd) party so introduced, with the exception of third (3rd) parties with either of the Parties previously had a formal business relationship, for a period of three (3) years before the Effective Date of this Agreement.
DEFAULT
The occurrence of any of the following shall constitute a material default under this Contract.
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- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this Contract.
ATTORNEYS’ FEES AND COLLECTION COSTS
If there is a dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
HOLD HARMLESS
It is the Agent’s responsibility to comply with all compliance rules of the carriers the Agent represents. The Agent further agrees that the Company provides no business or legal advice and that it is the Agent’s responsibility to comply with all local, state, and federal regulations regarding and pertaining to the conduct of the Agent. The Agent agrees to be responsible for the safe and proper handling and storage of all personal information contained in the lead and abide by all local, state, and federal laws pertaining to privacy and handling of personal information. The Agent agrees that the Agent is solely responsible for any and all insurance, financial or other advice provided to the individual whose name was provided by the Company in the lead. The Agent agrees to hold harmless and indemnify all parties, officers, agents, employees, directors, and owners of the Company against any and all claims, demands, actions, judgments, liabilities, losses, damages, expenses, and costs including attorney’s fees that may arise from any action of the Agent at any time, including but not limited to those stated above.
REMEDIES
In addition to all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 3 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
FORCE MAJEURE
If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
DISPUTE RESOLUTION
The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations among the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure:
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- Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
ENTIRE AGREEMENT
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT
This Contract may be modified or amended in writing by mutual agreement between the parties if the writing is signed by the party obligated under the amendment.
GOVERNING LAW
This Contract shall be construed in accordance with the laws of the State of Arizona.
NOTICE
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
ATTORNEY’S FEES TO THE PREVAILING PARTY
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
CONSTRUCTION AND INTERPRETATION
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
ASSIGNMENT
Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
PRESSPLAY LEAD GENERATION PLATFORM ADDITIONAL TERMS.
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- Lead Development. The Provider agrees to develop leads through its online lead generation platforms & database programs utilizing the Client’s Monthly Ad Spend, if applicable, Client’s Database contacts and Provider’s ad management and database nurture systems to generate online and offline leads. There is no guarantee on the monthly amount of leads that will be generated from the Provider’s efforts and no guarantee of outcome or conversion rate for any leads generated by the Provider and sent to the Client. The Provider will make every effort to ensure the leads are provided in a timely fashion to the Client and contain accurate contact information. All leads are exclusive to the Client and will be provided to only one Client. The Provider cannot, however, determine or insure the individual providing information in the lead form has not made inquiries with other lead provider companies and is not working with or getting information from other providers not affiliated with the Provider.
- Compliance. The Client agrees to comply with all applicable local, state, and national laws and regulations in connection with its use of the leads purchased from the Provider, including those related to data privacy, international communications, and the transmission of personal data, and export.
- Result Expectations. The Provider makes no expressed or implied representations as to the sales and income results of the Provider’s lead program.
- Territory and Market Exclusivity. The Provider makes no guarantees either expressed or implied as to any territorial agreement of exclusivity to the Client. The Client agrees to accept all leads provided within the Designated Market Area (s) (DMA) selected by the Client on the Lead Request Form provided by the Provider and is part of this agreement.
Legal Advice During Workshops
By attending any class or workshop I understand that the instructors are only covering general information and assisting you with the steps to file a PLLC. Instructors are not providing legal advice in this workshop. Instructors will provide some general information about PLLCs in Arizona and potential benefits related to tax advantages and liability protection, but your circumstances may vary and a PLLC may not be your best option. Please consult a qualified tax and/or legal professional for your specific needs.
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