1. Services to be performed. Walk On Water Digital 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. Walk On Water Digital agrees to provide the Services to Buyer each month in exchange for the fees set forth in this online sign-up process.
2. Term of Agreement. This Agreement will become effective and is fully executed when the Buyer (or sales representative on the buyers behalf) 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 Walk On Water Digital Terms and Conditions. The Term of this Agreement begins from its date of execution and shall continue on a month-to-month basis until such time as the date a party terminates this Agreement as provided below. For Website Store agreements, the Term is different; see below.
3. Termination of Agreement. This Agreement is month-to-month, and the Agreement and Monthly Fee shall continue until 30 days after either party provides the other with notice of intent to terminate. Notice of termination shall be given only in writing, by Buyer to Walk On Water Digital at 4505 Las Virgenes Canyon Road, Suite 210, Calabasas, CA 91302 or by email to: firstname.lastname@example.org; or by Walk On Water Digital 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 Walk On Water Digital thereafter. Walk On Water Digital is entitled to one final payment after buyer cancels, if the bill date is within 28 days of cancellation date as shown in these Terms & Conditions, on the payment Portal and on the Buyer’s receipt. For Website Store agreements, pre-Term termination is not available; see below.
4. Website Store Term and Termination. Website Store plans have a fixed term as set forth in the Plan Summary that you agree to before purchase (the “Website Agreement Term”). During the Website Agreement Term, you may not cancel this Agreement for any reason. Walk On Water Digital makes a substantial investment in the creation of your website, and you agree that all the revenue Walk On Water Digital receives for the Website Agreement Term’s monthly payments constitutes liquidated damages in the event you breach this Agreement. Walk On Water Digital retains ownership of the website and the consumer traffic to the website until the Website Agreement Term has ended. In the event you breach this Agreement before the Website Agreement Term has ended, Walk On Water Digital may shut down the website until you have made payment in full including late fees. After the Website Agreement Term has ended, you will own the website as provided for in this Agreement, and your plan will automatically roll over to a $49.95/month plan with a month-to-month term that you may cancel at any time with 30 days’ written notice to Walk On Water Digital.
5. Payment. In consideration for the Services to be performed by Walk On Water Digital, Buyer agrees to pay Walk On Water Digital 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.
6. 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 Walk On Water Digital. Walk On Water Digital has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than 5 days.
7. Intellectual Property Ownership. Walk On Water Digital will provide Buyer its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise (“Work Product”). Walk On Water Digital grants Buyer a royalty-free nonexclusive 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 Walk On Water Digital under this Agreement. Walk On Water Digital retains all other rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in the Work Product.
8. Walk On Water Digital’s Reusable Materials. Walk On Water Digital owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“Walk On Water Digital’s Materials”). Walk On Water Digital may include Walk On Water Digital’s Materials in the work performed under this Agreement. Walk On Water Digital retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in Walk On Water Digital’s Materials. Walk On Water Digital grants Buyer a royalty-free nonexclusive license to use any Walk On Water Digital’s Materials incorporated into the work performed by Walk On Water Digital under this Agreement. The license shall have a term running concurrently with the term of this Agreement and shall not be transferred by Buyer.
9. Exclusive Agreement, Modifications, Waivers, Severance. This is the entire Agreement between Walk On Water Digital 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.
10. Warranty. Buyer must report any deficiencies in Walk On Water Digital’s services to Walk On Water Digital in writing within 30 days of performance to email@example.com to receive warranty remedies. Software bugs 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 Walk On Water Digital’s services. If Walk On Water Digital is unable to re-perform the services, Buyer shall be entitled to recover the fees paid to Walk On Water Digital for the deficient services. Every effort will be made to complete all aspects of the optimization process. If any part of the optimization process cannot be performed due to site limitations, 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
11. Limited Liability. Walk On Water Digital’s total liability to Buyer under this Agreement for damages, costs and expenses shall not exceed the compensation received by Walk On Water Digital 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.
12. 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.
13. No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
14. 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.