This Terms of Service Agreement (the “Contract”) sets forth the terms and conditions on which you (the “Client”) has engaged TreDigital to perform certain services as outlined within the program selected by the Client. This is a legally binding agreement between you (the Client) and TreDigital.
By completing and submitting your credit card information & subscribing to automatic billing by TreDigital via PayPal you are legally acknowledging & accepting the terms and conditions as outlined in this Contract between you the Client & TreDigital. You agree to be legally bound by the terms and conditions set forth in this Contract as a Client of TreDigital. The “Effective Date” of this Agreement shall be the date on which automatic billing was submitted.
1. SERVICES
1.1 TreDigital will provide services selected by the client as noted within the selected program.
1.2 TreDigital reserves the right on an selective basis to reject Clients or limit the services provided to Clients for any reason, in TreDigital`s sole discretion without requiring for TreDigital to state why. Refunds, when appropriate, will be charged any fees submitted by those third parties facilitating the refund.
2. TreDigital’s OBLIGATIONS
2.1 TreDigital will provide Services to Client in accordance with TreDigital`s standard policies and procedures.
2.2 All TreDigital rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and TreDigital may change its rules, policies and operating procedures from time to time in its sole discretion.
3. FEES, PAYMENT AND LENGTH OF CONTRACT
3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. Fees will be paid for by the Client’s credit card via paypal. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. TreDigital reserves the right to charge a resumption of services fee if the suspension lasts over 30 days and/or service requirements have sufficiently changed to require such a fee.
3.2 The Client agrees to an initial contract of 6 months (at the end of which the contract will be automatically renewed unless TreDigital receives written instructions via U.S. Postal 15 days prior to the end of the contract) and acknowledges and accepts:
3.2a If the Client wishes to terminate or temporarily suspend (with TreDigital’s written agreement) their contract with TreDigital, they must notify TreDigital in writing, sent via U.S. Postal mail. TreDigital must receive the notice a minimum of 15 days prior to the next billing date or the date of termination/suspension will be set for the following billing cycle.
3.3 TreDigital reserves the right to adjust monthly fees in favor of the Client with special deals (for example: 15 regularly scheduled ReTweets without charge) at anytime with or without warning. Such adjustments maybe for a specific length of time, indefinite or related to specific services at the discretion of Tredigital.
3.3b TreDigital may cancel it’s contract with the Client without penalty at anytime as long as it provides the Client with 15 days written warning . Should this take place then any unfulfilled promotions are to be considered null & void.
3.4 Except in the case of a material breach of this agreement by TreDigital, TreDigital does not issue refunds of any fees for any reason.
4. CONFIDENTIALITY
4.1 TreDigital shall not knowingly, during the term of this Agreement and within 2 years after its expiration, disclose any proprietary or confidential information relating to the Services, this Agreement or the Client’s information.
5. ADMINISTRATOR ACCESS
5.1 Client shall freely give his/her Admin access to his/her Social Media account(s) for the purpose of achieving the Services of this Agreement.
6. INDEPENDENT CONTRACTOR
6.1 The Client acknowledges that TreDigital shall conduct their services as an independent contractor and not as an employee of the Client.
7. PROMOTIONAL AGREEMENT
7.1 The Client agrees to provide TreDigital with unrestricted access to & approval to utilize the Client’s Company Name, Logo, marketing materials & statements concerning TreDigital’s performance of it’s services for purposes of promoting the Client as well as TreDigital & its services.
8. WARRANTY DISCLAIMERS
TreDigital EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNITY
Client will indemnify and hold harmless TreDigital and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.
10. LIMITATION OF LIABILITY
TreDigital SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF TreDigital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TreDigital`S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO TreDigital BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
11. MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in TreDigital’s sole discretion. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without TreDigital`s prior written consent and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Washington without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in King County, Washington, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
By completing and submitting your credit card information & subscribing to automatic billing by TreDigital via PayPal you are legally acknowledging & accepting the terms and conditions as outlined in this Contract between you the Client & TreDigital. You agree to be legally bound by the terms and conditions set forth in this Contract as a Client of TreDigital. The “Effective Date” of this Agreement shall be the date on which automatic billing was submitted.
