In this document the following words shall have the following meanings:
- “Buyer” means the organization or person who buys Goods
- “Goods” means the articles and services to be supplied to the Buyer by the Seller;
- “Intellectual Property Rights” means all registered and unregistered designs, know-how and all other forms of intellectual property wherever in the world enforceable;
- “Seller” means Infinite Loop Designs, Inc. (DBA X3 Digital)
- These Terms and Conditions shall apply to sales and/or exchange of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
- Any variation to these Terms of Service (including any special terms of service agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
- By creating a login account with the Seller, or entering into a sale with the Seller is an expressed agreement of all terms of service on this page and in any relevant proposals sent by the Seller, as deemed relevant solely by the Seller.
PRICE AND PAYMENT
- The price shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other applicable costs.
- Terms of payment will be offered and explained by the Seller through PayPal, Stripe, and/or check. The offer of credit via PayPal will be at the sole discretion of the Seller.
- If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: require payment in advance of delivery in relation to any Goods not previously delivered; refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the creative process.
DELIVERY AND CANCELLATION
- Unless otherwise agreed in writing, delivery of the Goods shall take place on, or as close as possible to the date advertised by the Seller.
- No revisions will be required, although will be permissible at the Seller’s sole discretion.
- The Seller is not required to provide any refunds to the Buyer at any time during any project, as all transactions are non-refundable, unless decidedly otherwise at the Seller’s sole discretion. This supersedes any other agreements made by the Seller elsewhere.
- There are no chargebacks on any client advertising spend, and all transactions are final, unless deemed otherwise by The Seller.
- All sales made by Seller are final. Should the Buyer choose to cancel their order after the purchase has been submitted and approved by PayPal (and/or other means to purchase goods), the Seller is no longer obligated to refund any money for purchases, and in this situation, will provide final service only upon request by Buyer. Regarding monthly subscription services, the Seller is not obligated to refund any money for purchases.
- In month-to-month and other recurring agreements, the Buyer must provide a minimum of 30 days notice in writing to the Seller, in order to cancel their service with the Seller.
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. Regarding monthly services, the Buyer accepts full liability for the change in ranking and penalty related to their site in all instances. While the Seller accepts responsibility to carry out desired results, there are no guarantees for results offered, promoted, or shown. All rankings, results, and other items shown to Buyer are not guarantees of success, but estimates, and should not be seen as average or typical. Any and all claims made by Seller are for educational and informational purposes only. There is no assurance that prior and all successes shown, or past results, can be used as an indication of future results. The Seller agrees that the Buyer is not liable for any success or failure of the Buyer’s business decisions related to any information provided by the Buyer. Upon delinquent payment, the Seller reserves the full discretion to take any action necessary to obtain remaining balance, including but not limited to, to lock, privatize, or restricting administrative access to products in question, as well as other instances as the Seller’s sole discretion. In the event of delinquent or incomplete payment by the Buyer, the Buyer will be required to pay the Seller a minimum of $500,000, or a mutually agreed upon amount between Buyer and Seller. In the event of incomplete payment by the Buyer, violation of terms of service, or any other reason necessary, litigation can and will be pursued at the Seller’s sole discretion, with all legal fees incurred in seeking recovery to be reimbursed in full by the Buyer.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
LIMITATION OF LIABILITY
- The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
- Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, unless explicitly written between both Buyer and Seller, become the absolute property of the Buyer and/or end user of Goods. The Seller shall do all that is reasonably necessary to ensure that such rights are executed by using the appropriate instruments or the making of agreements with third parties. Furthermore, any content provided by Seller is not necessarily intended to represent any views or opinions by the Seller. The Seller does not claim any level of accuracy, legitimacy of statements, or make any other content claims, as these will all reside with the Buyer.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the United States and the parties hereby submit to the exclusive jurisdiction of the United States courts.