Terms & Conditions
This Agreement is made on the date of checkout by and between Deliberate Media, Inc., (hereinafter referred to as the “Independent Contractor” or “IC”), and the purchaser. (hereinafter referred to as the “Company”). Whereas, the Independent Contractor desires to contract with the Company to perform the Work described herein on the Terms and Conditions herein set forth and the Company desires to have said Work performed by the Independent Contractor on the terms and conditions set forth.
Now, therefore, in consideration of the premises and mutual covenants and agreements herein set forth, the parties hereto agree as follows:
1. Term of Agreement & Renewal
This agreement shall become effective and is fully executed when the Company's authorized agent signs this document, acknowledging that he/she has read and agrees to the terms and conditions contained in this Agreement. This agreement is for an initial term as indicated in checkout. Note that quarterly is 3 months, semi-annual is 6 months, and annually is 12 months. This Agreement shall automatically renew after the initial term, for the same duration of time as the Initial Term, unless either party delivers written notice of termination of this Agreement to the other party at least thirty (30) days prior to the applicable termination date (with such termination date being the last day of the initial or then current Renewal Term. ) This agreement supersedes any previous agreements between Company and Contractor for work on a retainer basis.
2. Start Date & Payments
The start of work date is the date of checkout and the first payment will be due upon checkout. The Company shall pay to the Independent Contractor and Independent Contractor shall accept from the Company as compensation for all services to be provided pursuant to this agreement, the sums noted in the "Fees" section above, which may be a fixed price or recurring cost, as specified. IC has has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than five (5) calendar days. In the event the Buyer ceases making payments prior to giving valid notice of termination under this Agreement, the Buyer shall be responsible for all monthly payments owed under the Term, immediately, and IC shall cease all Services until payment is received. All payments are nonrefundable.
The parties hereto expressly intend and agree that this Agreement establishes an Independent Contractor relationship between them and that no employer/employee or master/servant relationship shall be created between the parties. Company shall have no control and shall have no right of control over the Independent Contractor's performance of the Work contemplated by the agreement. Company is interested only in the results to be achieved and the conduct and control of the work shall lie solely with the Independent Contractor.
4. Intellectual Property Ownership
IC will provide Company its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise (“Work Product”). IC grants Company a royalty-free nonexclusive worldwide license to use the Work Product for the purpose of marketing and selling Company’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 to IC under this Agreement. At such time as the Agreement has terminated, and IC paid in full, a royalty-free nonexclusive worldwide license will be provided to use the Work Product. This specific license shall be provided to the Company, however IC retains all other rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in the Work Product.
5. Reusable Materials
IC owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“IC's Marketing’s Materials”). IC may include IC Materials in the work performed under this Agreement. IC retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in IC's Materials. IC grants Buyer a royalty-free nonexclusive license to use any IC Materials incorporated into the work performed by IC under this Agreement. The license shall have a term that expires at the time the Agreement is terminated.
6. Electronic Signatures
This agreement and/or any subsequent documents and agreements between the IC and Company, such as contracts, agreements, notices, contract addendums, and similar documents may be executed through electronic means, including electronic signatures. The Owner agrees to conduct such transactions with IC by and through Texas Business and Commerce Code § 322.007(d). Company agrees that this agreement to use electronic signatures shall remain in full force and effect between Company and IC unless and until revoked by Company in writing.
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 (3) days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated in this Agreement; or, when sent by email to the last email address of the recipient known to the person giving notice (with read receipt). Notice via email 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.
8. Insurance General
Liability and Workers Comp insurance shall be held by the IC at its own expense, for the duration of this Agreement. IC shall provide a copy of the certificate of insurance naming Company as the certificate holder, if requested.
9. Disputes Resolution & Limited Liability
Should a dispute arise, IC and Company mutually agree to resolve any an all disputes over the allowable maximum for small claims court through private and binding arbitration before a single arbitrator which shall be conducted in accordance with Texas substantive and evidentiary law.
Deliberate Media's total liability to Company under this Agreement for damages, costs and expenses shall not exceed the compensation received by Deliberate Media, Inc. 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 advised by the other party of the possibility of such damages.
10. Exclusive Agreement, Modifications, Waivers, Severance
This is the entire Agreement between IC and Company. 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.
11. Applicable Law and Venue
The laws of the State of Texas shall govern this Agreement. The venue for any legal action to enforce the terms of this Agreement will be in Williamson County, Texas and both parties expressly submit to the jurisdiction of the state and federal courts located in Williamson, Texas.
Terms of Service
Last updated: March 8th, 2023
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: Texas, United States
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Deliberate Media, Inc., 309 North Bell Blvd Suite B Cedar Park, TX 78613.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
Goods refer to the items offered for sale on the Service.
Orders mean a request by You to purchase Goods from Us.
Promotions refer to contests, sweepstakes or other promotions offered through the Service.
Service refers to the Website.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Deliberate Media, accessible from https://www.deliberatemedia.com/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Texas in Williamson County in the United States of America, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Federal Government End Use Provisions
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
By email: firstname.lastname@example.org
By visiting this page on our website: https://www.deliberatemedia.com/schedule-a-meeting
By phone number: (860) 544-5553