Terms & Conditions
WAIVER AND RELEASE OF LIABILITY
By signing a credit card authorization form which was provided by Cannabis Spa Association you (the client) hereby understand, agree and enter into the following Agreement.
WHEREAS Member / Owner or Agent (the client) and Seller (Cannabis Spa Association) have previously entered into an agreement whereby Seller shall provide online advertising services to member, and member is to pay CSA for those services;
WHEREAS Buyer understands that the internet is forever changing, that the rules and requirements of the various search engines and other online information providers are outside of Seller’s direct control, and that Seller can therefore not make any guarantees or warranties as to the specific results of Seller’s advertising efforts; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows. Additionally, the internet landscape for CBD, Hemp or Cannabis marketing is unpredictable and most often presents additional challenges in mainstream apps and platforms.
We commit to the highest level of service through the highest level of effort to push boundaries where they need to be pushed and elevate standards where the potential opportunity is greatest. We look forward to exceeding your expectations by delivering above and beyond, and becoming one of your most trusted & valuable partners.
Agreement: This Waiver and Release of Liability.
Advertising Agreement(s): Any and all contracts, agreements, or covenants executed between the parties and in force as of the effective date of this Agreement whereby Seller is obligated to provide any form of advertising to Buyer or on behalf of Buyer’s business, including any and all subsequent amendments thereto. If any part of this agreement is contradicted by another agreement provided by the client, this document will supersede it.
Advertising Service(s): Any actions required of Seller by the parties’ Advertising Agreements, but not including any liability that such Advertising Agreements may be interpreted as imposing on Seller for ensuring any specific result.
Effective Date: The date on which this Agreement becomes effective, as identified at the beginning of this Agreement.
Keywords: The search terms used by search engine users.
Blogs / Blogging: Content that is written / typed for the purpose of being published on a website’s blog or third party blog site.
SEO: Actions or tasks that are completed to improve a website’s positioning on Google for certain keywords.
PPC: A form of advertising that involves paying a search engine company for clicks to a website. No optimization is needed to show up on the top results of a search engine using this approach, only a credit card or funds entered into an advertising account with a search engine like Google Adwords or Bing Ads.
Payment and Terms:
Marketing services provided for Founding Members will be pre-quoted by the seller prior to engaging. The cost of the services will be outlined either via email or in person. Details of the services being rendered can be provided in a scope of work document or through email. The scope of work document outlines general best practices that will be applied to a project in most cases. Some items may or may not be completed depending on many factors. A payment instructions form will be provided by CSA to the client which will outline the services being rendered broken down by setup fees and on going fees. When a credit card authorization form is signed, the client is agreeing that he or she understands the terms of the marketing service agreement, limitation of liability and payment terms. The client also agrees not to engage in any law suit or to attempt to make any charge back on a credit card that was used to pay for services rendered by CSA. Founding Membership is a sponsorship and understood to be a donation. Members are responsible for their individual profiles and any business listings they choose to make public on our site. All membership sales are final.
A.) Content writing services provided by the seller MAY includes providing blog posts, articles, business listing descriptions, web copy, banner ads and more. All content writing projects will be quoted up front by the seller and the payment for the content will need to be collected up front. Revisions will be provided within reason if the content requires grammar, spelling or writing style improvements.
B.) Member services are provided by the seller with access for one year from application payment date and are non-refundable.
Member Services: Seller agrees to provide Advertising Services as outlined in the scope of work and credit card authorization form. Attached to the email which contains a credit Card authorization form, a cost calculator tool may be provided to the client which is intended to provide the client with a better understanding of all services being rendered. The credit card authorization form will define the monthly fees and rendered monthly services and confirms the clients understanding of the services being provided by the seller.
Reporting: No reporting or analytics are required by either party, however we reserve the right to change this policy in the future, at which time we will notify all Certified Product Program applicants and participants with sufficient notice.
CLIENT’S WAIVER AND RELEASE OF LIABILITY
Waiver: Buyer does hereby waive any claim against Seller, Seller’s employees, agents, servants, or representatives and does agree to hold them harmless for any actual, consequential, indirect, special, incidental, reliance, exemplary, or punitive damages, or loss, expense, or other injury arising from their efforts to advertise on behalf of Buyer’s business whether such damages are foreseeable or not, and whether such claims are based on the alleged breach of any express or implied warranty, breach of contract, misrepresentation, negligence, or strict liability (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if Seller has been advised of the possibility of such damages except that Seller shall retain the responsibility and liability for providing the Advertising services.
TERM AND TERMINATION
Term: This Agreement will commence on the Effective Date identified on application form, and will continue month to month unless terminated in accordance with Subsection “Termination” below.
Termination: The client must request a cancellation of services within 15 or 30 days of the next billing cycle due date in order to allow sufficient time for website changes to be implemented. All fees and chargers are non-refundable.
MISCELLANEOUS PROVISIONS & CLAUSES
Amendment: This Agreement may be amended only by a written instrument executed by both parties.
Assignment: Neither party’s rights under this Agreement may be assigned by either party in connection with a merger, consolidation, sale, or otherwise, without the written consent of the other party. However, each party’s obligations under this Agreement are binding upon its respective heirs, purchasers, or other legal successors.
Attachments, Exhibits, and Appendices: Any attachments, exhibits, and/or appendices referred to in this Agreement are incorporated by reference as if fully set forth in this Agreement.
Non-Compete – Any non compete clauses or agreements are null and void after service is canceled by either party. Any non-compete or no-competition agreements provided by the client and signed by the seller become null and void after service is terminated by the seller or client.
Conflicting Agreements: In the event that any provision of this Agreement conflicts with the term of any prior Agreement made between the parties, the terms of this Agreement shall prevail.
Contra Proferentum: Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.
Disclaimer of Warranty: Except as otherwise expressly agreed to herein, Seller makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, or validity of the applications, software, data, or information related to Seller’s network, products, or Services. Seller provides its products and services “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Buyer understands, acknowledges, and agrees that it will use Seller’s products and services, and all aspects thereof, at Buyer’s sole risk.
Dispute Resolution: In the event of any dispute arises related to this agreement that the parties can settle between themselves, the parties agree to mediate and arbitrate. Mediation and arbitration will be held in accordance with the rules of California state law.
“Mediation” is a process in which parties attempt to resolve disputes by submitting it to an impartial mediator who will facilitate the resolution of the dispute, but who is not empowered to impose a settlement on the parties. The parties will equally divide the cost of the mediation. Failure to attend after being notified of the mediation conference without written notice to the mediator will result in a default. In the event that there is no resolution through mediation, the parties agree to arbitrate.
“Arbitration” is a process in which the parties resolve a dispute by a hearing before a neutral party person or panel who decide the matter and whose decision is binding on the parties. Each party to any arbitration will pay its own fees, costs and expenses, including attorney’s fees, and will equally share the arbitrator’s fees and administrative fees of arbitration. The Arbitrator may conduct the hearing in the absence of either party after being fully notified of such hearings.
Entire Agreement, Binding Effect: This Agreement contains the entire agreement and all the terms, conditions, and obligations governing the relationship of the parties, and supersedes all prior agreements, understandings, and representations relating to the subject matter of this Agreement, whether oral or written. This Agreement is binding upon the parties and their representatives, successors, and assigns.
Force Majeure: In the event the operations of either party are interrupted by war, fire, insurrection, labor unrest or troubles, riots, the elements, earthquakes, acts of God, or any other event beyond the reasonable control of such party, the provisions of this Agreement may be suspended for the duration of such interruption without liability to the other party. Should a substantial part of the services which either party has agreed to provide the other hereunder be interrupted pursuant to such event for a period in excess of thirty (30) days, either party will have the right to terminate this Agreement upon thirty (30) days written notice to the other.
Good Faith: The parties agree to carry out their respective responsibilities, duties, and activities under this Agreement in good faith. The parties understand and agree that it is not a breach of the covenant of good faith to terminate this Agreement without cause. The seller may or may not be working with clients in the same industry and that is not a breach of good faith.
GOVERNING LAW: This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to the conflicts-of-law provisions thereof, and the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of the State of California located in Los Angeles County; provided however the parties may bring an action in any appropriate jurisdiction as necessary to obtain injunctive or equitable relief hereunder. In the event of any dispute arising in connection with this Agreement, the prevailing party will be entitled, in addition to any other rights or remedies provided by California law, to recover such party’s costs and expenses and reasonable attorneys fees.
No Rights in Third Parties: This Agreement does not create any rights in or inure to the benefit of any third parties.
Notices: The parties agree that routine business-related notices will be delivered via facsimile, regular mail, or e-mail. All other notifications required by this Agreement to be sent in writing will be sent by one of the following methods a) U.S. Mail; b) overnight carrier (e.g., UPS, Federal Express); or c) electronic mail. Such notices are considered received on the earlier of the date of actual receipt or three (3) days after proper mailing or transmission, as specified herein.
Ownership Clause – Seller agrees that most deliverables found in the Cost Calculator which is paid for by the client will be the property of the Buyer. Buyer will have access to all properties and content created by Seller. This does NOT INCLUDE your account data unless specified otherwise in email or writing.
Relationship of the Parties: Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the parties. Each party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other party except as may be expressly provided in this Agreement.
Section Headings: The section and subsection headings used in this Agreement have been inserted for convenience of reference only and do not in any way modify or restrict the terms or provisions of this Agreement.
Severability: In the event that any provision of this Agreement is rendered invalid or unenforceable by any proper act of the federal, state, or local government, or declared null and void or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and continue to bind the parties, except to the extent that the major purposes of this Agreement would be frustrated by such continuation.
Covenant not to Sue: By signing the credit card authorization form the client agrees that he or she will never sue or attempt to sue the seller for any reason whatsoever.