Last Updated: 04/07/2021
These Terms of Agreement (“Agreement”) are entered into by and between you (if you are accepting these Terms of Agreement in your individual capacity) or the company of which you are a duly authorized employee or agent (the “Client”), and PGED Corp. DBA PotGuide and/or Wikileaf, a Corporation (the “Company,” and together with the Client, the “Parties”).
The “Effective Date” of this Agreement is the date which is the earlier of (a) Client’s initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Client’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
1. PURPOSE.
The Client hereby engages the Company, and the Company hereby accepts such engagement, to perform the selected Services described in Advertising Proposal, in connection with advertising on the Company Website (the “Services”).
2. FEES AND PAYMENT.
In exchange for the Services, the Client shall pay the Company a fee as defined in the Advertising Proposal, hereto (the “Fee”).
Company shall automatically bill Client’s credit card based on Client’s Fee during each month and shall send a sales receipt to Client for such Fee’s via email.
If no payment terms are specified in the Advertising Proposal, then the following default terms apply: (i) for monthly subscription terms, Customer will pay all Fee’s at the beginning of the term. Each month an additional Fee for selected Services will be billed to Client’s credit card until Term is complete or Termination of Agreement (ii) for single payment terms, Client shall submit Fee for Services prior to Services being performed by Company.
All amounts are in USD unless otherwise specified.
3. TERM.
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, for a period of 1 month (the “Term”). The Agreement shall automatically renew on a month-to-month basis after completion of the Term.
(a) Types of Termination. This Agreement may be terminated:
(i) You may cancel your Services at any time. All cancellation requests must be be received within 72 hours of the renewal date. Cancellation will be effective at the end of your current billing cycle.
Please contact us with any cancellation requests via:
Email: sales@potguide.com
Mail: PGED Corp.
Attn: Account Mgmt
2590 Walnut St #46
Denver, CO 80205
You will still receive the selected Services until the end of the billing cycle.
(ii) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within 5 days of receipt of written notice thereof.
(iii) By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement.
(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Company any outstanding Fees owed to the Company for Services rendered before the effective date of the termination (the “Termination Date”).
5. PARTIES’ REPRESENTATIONS AND WARRANTIES.
(a) The Parties each represent and warrant as follows:
(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.
(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
(iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(b) The Company hereby represents and warrants as follows:
(i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Company shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
(ii) The Company shall notify the Client of any changes to the Company Website that would materially change its target audience or the size and/or placement of the Advertisement at least 10 days prior to implementing such changes.
(iii) The content comprising the Company Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
(c) The Client hereby represents and warrants as follows:
(i) The Client will make timely payments of any Fees.
(ii) The content comprising the Client Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
6. INTELLECTUAL PROPERTY.
(a) No Intellectual Property Infringement by Client. The Client represents to the Company and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising any (i) Advertisement and (ii) the Client Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Company and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
(b) Client Property Rights. All text, graphics, photos, designs, trademarks, service marks, tradenames, or other content comprising the Advertisement provided, leased, or licensed to the Company with respect to the Company’s performance of the Services are the sole property of the Client, and the Company has no ownership or other intellectual property rights in or to such items.
(c) Company Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Company Website are the property of the Company and the Client has no ownership rights or other intellectual property rights to such items.
7. INDEMNIFICATION.
(a) Of Company by Client. The Client shall indemnify and hold harmless the Company from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its posting of the Advertisement on the Company Website in connection with the carrying out of its duties under this Agreement or (ii) the Client’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Company
8. AMENDMENTS.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
9. FORCE MAJEURE.
A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
10. GOVERNING LAW.
This Agreement shall be governed by the laws of the state of Colorado. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
11. ENTIRE AGREEMENT.
This Agreement, together with the Exhibits hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.