Pocaranas® Web Marketing Solutions Terms of Service

Last updated November 13, 2015.

Pocaranas® (“Pocaranas®,” “we” or “us”) provides a range of products and services for businesses of all sizes (the “Services”). Your Service Agreement (the “Service Agreement”) sets forth which Services are being purchased, the Client purchasing the Services (the “Client”, “you” or “your” and together with Pocaranas® the “Parties” or individually a “Party”), the costs for such Services, the minimum commitment and other relevant details. These Terms of Services (the “Terms of Service”) are incorporated by reference into and made part of any Service Agreement submitted to Pocaranas® and govern the relationship between you and Pocaranas®. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”), and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service and the documents and/or links referenced in such documents are collectively referred to as the “Agreement”. These Terms of Service may be reviewed at any time at http://pocaranas.com/en/terms-of-service/.

PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY CAREFULLY.   BY ACCEPTING THESE TERMS YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN HEREIN AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, POCARANAS® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY THE COMPANY, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.

The Service Agreement, together with these Terms of Service, constitute the entire agreement between the Parties. Pocaranas® limits acceptance to the Service Agreement and the Terms of Service, and objects to any other additional or different terms in the Client’s acceptance.

  1. Services. Pocaranas® Services include, but are not limited to, the following products. Not all of these services are applicable to all accounts, please check your Service Agreement for the list of products and services included in your specific package:
  • Logo Design (one revision)
  • Pocaranas® Hosting Services
  • Website construction and development
  • Domain Registration or Domain Transfer, and Domain Hosting Services
  • Online Store Services
  • Website Maintenance and Updates
  • Social Media Integration
  • Search Engine Optimization Services
  1. Client Services. Pocaranas® will provide the Services outlined in your Service Agreement governed by these Terms of Service. You may add additional one-time or recurring products and services at any time during the life of this Agreement. Unless the Parties agree otherwise in writing, any and all products and services added during the Term shall be governed by this Agreement.
  2. Limited License to Access Pocaranas®. Upon execution of the Service Agreement, and for so long as your Service Agreement is in effect and your account is in good standing, you will be granted a revocable, non-transferable, non-sublicenseable, non-exclusive limited license to access the Pocaranas® hosting services. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in Pocaranas®, the platform, software, data, applications, methods of doing business or any other content provided through Pocaranas®. You may only access Pocaranas® via a web browser or mobile application. You will not attempt to reverse engineer, alter or modify Pocaranas® in any way. Pocaranas® may terminate the foregoing license if it determines, in its sole discretion, that you have violated the provisions of this license.
  3. Website Design and Content.Your website design derives from pre-built layouts, customized according to us and allowable up to three rounds of revisions at no additional cost. The content for the pages is generally provided by you, but we can provide content writing services for up to 5 pages, up to 300 words per page, upon request at no additional charge. If you need to add more time in order for us to make additional revisions, content, pages, etc., it can be added at an additional hourly rate of $150. Website design is included at no additional charge with a twelve month minimum service commitment, however, your license to use the website design is contingent upon our receipt of either (a) full payment of your monthly services payments through the Initial Term or (b) the early cancellation fee as applicable. See section 6.d. for more information on your website design license. Website development is a fluid process dependent on a number of factors, including, but not limited to, Client response time on questions and approvals, Client response time for delivering website content, and requests for additional rounds of revisions. Accordingly, we cannot guarantee your website will “Go Live” on any set timeline. We will, however, strive to minimize response times on our end and bring your website live as soon as practicable. Within the Website Design, a site will be developed for you based on the website design of your choice. You can find available website designs in http://pocaranas.com/portfolio/.
  4. Website Hosting. Website hosting for up to one site is included with the Pocaranas® Platform services upon request. Website Hosting includes up to 50 GB of bandwidth per month. Additional bandwidth is available for an additional cost.
  5. Creative Services. Our creative services include, but are not limited to, Custom Website Design, Logo Design, and Development Time.Your Service Agreement will outline your specific services package, our one time set-up fee and the price per month for the services. In the case of additional services, you will be notified before any additional charges, beyond the initial cost estimate, are incurred. In the event of increased costs, we will proceed only after receiving both approval (written or oral) and payment from the Client. This Client approval shall be binding and incorporated into this agreement.
  6. Social Media Management. Social media is a great tool to increase social engagement with your brand. We will post content on your social media platform(s) as well as interact with your followers. The goal of our posts will be to engage your followers on a consistent basis and create more visibility and loyalty to your brand. We also use social media as a way to connect with other related and complementary businesses and organizations, creating even more visibility. Your Service Agreement will outline your specific plan including the number of Social Media site we will manage, and the number of management hours to be provided per month. Included in each plan are: postings on applicable social media platforms; branding and design of all platforms, and daily monitoring of platforms to respond to comments, messages, posts and spam. In addition, we will run contests and promotions (with Client approval). If additional hourly services are required by Client they can be purchased for an additional cost. In the event of increased costs, we will proceed only after receiving both approval (written or oral) and payment from the Client. This Client approval shall be binding and incorporated into this agreement.
  7. Compliance with Laws/Prohibited Content.Client shall not use or permit the Services to be used in violation of any applicable national, state or local laws or regulations. Without limiting the foregoing, Client may not use any Pocaranas®’s Services for any illegal activity including the storage or transmission of information, data, files or links to content that violate any applicable local, state, national or international law. This includes, but is not limited to, pirated software, copyrighted data, or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Pocaranas®’s servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services or addresses are also prohibited. The Company may terminate this agreement if it determines, in its sole discretion, Client has violated this policy.
  8. Client Obligations. In addition to making all required payments, Client shall(a) cooperate with Pocaranas® in all matters relating to the Services and provide access to Client’s Google Adwords and Analytics accounts as necessary; (b) Fill out the order form, respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Pocaranas® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Pocaranas® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.
  9. Payment. Once you have executed your Service Agreement, you will be responsible for payment in full of all associated payments, except as may otherwise be provided in Section 5 below. All payments are due in US dollars. Client will pay all amounts due under this Agreement monthly, in advance. If Client is paying by credit card or ACH, Client hereby irrevocably authorizes Pocaranas® to charge the credit card or other payment method provided for any such amounts on a recurring basis when such amounts are due, and amounts due will be automatically charged, in advance. Payment for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Agreement. For recurring payments, the initial payment will be taken on the Effective Date, and you will be billed for subsequent payments as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. The last billing date in each month is the 25th. If your Effective Date is after the 25th, the first payment will be taken on the Effective Date, and recurring payments will bill on the 25thof each month. You will be required to agree to all applicable payment authorization forms which authorize recurring billing in accordance with your agreement. The Company shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Pocaranas® uses a credit card updating service that automatically updates credit card numbers where a credit card has expired or been replaced. You acknowledge that Pocaranas® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL AMOUNTS OWED MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.
  10. Termination/Restoration.
    1. Failure of recurrent monthly payments from ACH/credit card/Paypal will cause your website to be inactive and/or terminated until payments have resumed and brought current.
    2. Once the website becomes inactive a fee of $45 per domain will be required to restore the website
  11. Term. The Agreement shall begin on the Effective Date, and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”), and authorizes recurring monthly billing for such period. Unless otherwise stated in the Service Agreement, all monthly recurring Services have a six (12) month Initial Term. After the Initial Term, the Term will be automatically renewed for successive periods (each, a “Renewal Term”) as provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)
  12. Cancellation. Client may cancel the services by providing no less than 30 days written notice of cancellation via registered mail or email addressed to Client’s Consultant or Project Manager, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, your services will run through the end of the previously paid billing period and will then be disabled.
  13. Cancellation Fee.If you wish to cancel the Services without completing the Initial Term you may do so only by providing both written notification of cancellation and an early cancellation fee. The early cancellation fee shall be equal to the lesser of (a) your remaining monthly payments or (b) $2,310. The early cancellation fee must be provided within five (5) business days from our receipt of your written notice of early cancellation. No early cancellation of a Service Agreement will take effect until this cancellation fee has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the early cancellation fee, as applicable. Upon execution of this agreement, Pocaranas® will be investing considerable work into Client’s business and online service activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term. Client recognizes the aforementioned investment, up-front sales, setup and opportunity costs that Pocaranas® bears in connection with this service commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Pocaranas® for early cancellation of the Services.
  14. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation within 30 days after you have made a cancellation request, in which case the Service Agreement will be reinstated and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.
  15. Pocaranas®’s Right to Cancel. We may cancel this Agreement at any time for any reason by providing written notice of cancellation to you. Cancellation will take effect at the end of the then current billing period. Written notice may be provided to you via email.
  16. Pause or Downgrade of Service. You may request a pause or a downgrade in your Services, however it will be in Pocaranas®’s sole discretion to determine if a pause or downgrade in Services is appropriate.No pause or downgrade will be effective without a signed written confirmation from both Pocaranas® and Client.
  17. No Refunds.Upon cancellation of this agreement by you for any reason, no refunds will be provided for any amounts already paid to Pocaranas®.
  18. Collection of Amounts Owed. You agree to pay all costs of collection (including attorneys’ fees, costs and other legal and collection expenses) incurred by Pocaranas® in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).
  19. Charge Disputes. If you dispute any payment with your credit card company or bank, and such dispute is resolved in Pocaranas®’s favor, you will be assessed a charge of $150 per dispute initiated. You acknowledge that this amount is not a penalty, but a reasonableamount of liquidated damages to compensate Pocaranas® for the additional costs incurred in defending your payment dispute.
  20. Intellectual Property.
  21. License to Pocaranas®. During the Term, you hereby grant to Pocaranas® a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast and transmit any of your content, including but not limited to your website, text, images, logos, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary for Pocaranas® to perform the Services.
  22. Ownership of Creative Deliverables. Upon receipt by Pocaranas® of full, unconditional payment from Client during the initial term or any other additional terms, Client shall own all rights, title and interest in and to the Creative Deliverables (as defined below) created under this Agreement. Creative Deliverables shall mean Custom Website Design, logo design and general design and development time as discussed in Section 1.e. The Company will retain a non-exclusive, non-revocable license in the completed materials Creative Deliverables, and Pocaranas® reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes.
  23. Ownership of Website Design.Notwithstanding Section 6.b., Pocaranas® retains all copyrights in all non-custom website designs delivered under this Agreement in accordance with Section 1.c. Upon valid cancellation of this Agreement in accordance with Section 5, and so long as full, unconditional payment has been received by Pocaranas® for any amounts owed by Client under this Agreement, Client will be granted a perpetual, revocable, non-transferable license to use, copy and publish any website design and related materials delivered to Client under this Agreement. Pocaranas® reserves the right to revoke this license if (1) Client does not fulfil the minimum contract term and/or pay the early cancellation fee or (2) if Client initiates a payment dispute for any past payment.
  24. Work Product Ownership.Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively, “Work Product”) developed in whole or in part by Pocaranas® in connection with this Agreement, but excluding the Creative Deliverables and any materials referenced as belonging to Client pursuant to Section 6a above, shall be the exclusive property of Pocaranas®.
  25. Trademarks.All trademarks in this agreement and used in conjunction with the Services are trademarks of Pocaranas®, its affiliates and licensors. All use of such trademarks without the express written consent of Pocaranas® is prohibited.
  26. Confidentiality. You receive this Agreement in strict confidence. Except as may be required by law, you agree that you will not publish or disseminate the terms or pricing of this Agreement to any third party (excluding communications with your affiliated, accountants, business advisors and/or attorneys) without the prior written consent of Pocaranas®.
  27. Representations. By signing you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms.
  28. Agency. In the event that you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Terms of Service.
  29. DISCLAIMER OF WARRANTIES. THE COMPANY PROVIDES ALL SERVICES ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, THE COMPANY’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.
  30. LIMITATIONS OF LIABILITY.THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY FOR THE SERVICES SOLD HEREUNDER.

WITHOUT LIMITING THE FOREGOING, THE COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO OMISSIONS OR OTHER ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS OR ON SOCIAL MEDIA.

  1. Dispute Resolution.
  2. Good Faith and Cooperation.Each of the Parties agrees to cooperate in good faith, reasonably, and in such a manner as may be necessary or appropriate to implement and give effect to the terms, conditions, and agreements contained herein. Each Party agrees to contact the other in writing (email is acceptable) regarding any claims, disputes or controversies, and allow the other Party no less than 30 days to cure the issue and/or demonstrate that there is in fact no issue present under these Terms of Service prior to initiating any formal legal action, payment dispute, or publishing any disparaging comments detrimental to the reputation, business, or business relationships the other.
  3. Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith,the Parties hereby agree to resolve any dispute that may arise between the Parties, including a breach of any provision in this Agreement, through confidential binding arbitration by a single attorney. Such arbitration shall be conducted pursuant to the Commercial Arbitration Rules (CARs) of the American Arbitration Association (AAA). The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding.
  4. Exceptions to Agreement to Arbitrate. Either Party may assert claims, if they qualify, in small claims. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above.
  5. Equitable Relief. Notwithstanding any other provision of this Agreement, in the event of a breach or threatened breach of this Agreement by one Party, the Parties hereby consent and agree that the other shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
  6. Costs and Attorney’s Fees:Except as otherwise provided in these Terms of Service, the Parties will be responsible for their own costs and legal fees.
  7. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGRESS THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
  8. Modification.We reserve the right to modify these Terms of Service from time to time, and each such modification shall be effective upon notice to you of such modification. Updated Terms of Service will be maintained at http://pocaranas.com/en/terms-of-service/. All material modifications will apply prospectively only. Your continued use of the Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. If you do not consent to any modification you must provide written notice (email is acceptable) of your objection within 30 days of such notice. Such objection shall not affect any previously agreed upon obligations of Client.
  9. Indemnification.Each Party agrees to indemnify, defend and hold harmless the other Party, its subsidiaries, partners, officers, directors, employees, affiliated and non- affiliated contractors from any and all liability, claims, damages and settlements due to any third party claims or causes of action, including reasonable legal fees and expenses arising out of or related to the indemnifying Party’s material breach of any of its representations or warranties in this Agreement. Client further agrees to indemnify, defend and hold harmless Pocaranas®, its subsidiaries, partners, officers, directors, employees, affiliated contractors and non-affiliated contractors from any third party claims (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Customer’s breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer). This indemnification includes, but is not limited to, any actions, including Intellectual property actions, arising from keywords, content including blogs or material on any website associated with any Advertising Content, Advertiser’s website(s), end user personal or financial data, and Client’s order processing, billing, fulfillment, shipment, collection and/or other customer support associated with any products or services offered, sold or licensed through any Client website. If Customer is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer waives any Claims it may have against Pocaranas® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless the Indemnified Parties against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.
  10. Miscellaneous.
  11. Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law without giving effect to conflict of laws principles.
  12. Entire Agreement. These Terms or Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Any amendments or modifications of this agreement shall be in writing and executed by the Parties.
  13. Waiver. The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party’s right to require performance at any time thereafter.
  14. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
  15. Severability. If any provision of this Agreement or the application thereof is held invalid, illegal or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.
  16. Assignment. You may not assign any part of the Agreement without the prior written consent of Pocaranas®; provided, however, that you may freely assign this Agreement in connection with a sale of substantially all of your assets or a change of control of at least 50% of the voting equity interests of your business. Pocaranas® may assign this contract to its affiliates, partners, subsidiaries, or in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of Pocaranas®. The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and assigns.
  17. No Third Party Beneficiaries. The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.
  18. Google Third Party Disclaimer. Pocaranas® resells Google AdWords as a Google Third Party Partner. For more information on this program please see Google’s “Working with a Third Party Disclaimer” located athttp://www.google.com/adwords/thirdpartypartners/.
  19. Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture or employee/employer relationship is intended or created.
  20. Referrals. The Company may provide incentives to third parties to introduce potential Clients to Pocaranas®.
  21. Survival.The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Pocaranas® as of the effective date of termination.
  22. Subcontracting.The Company may, without your consent, subcontract to any party the performance of all or any of Pocaranas®’s obligations under this Agreement provided that Pocaranas® remains primarily liable for the performance of those obligations.
  23. Taxes. Unless otherwise stated, the fees do not include any taxes, levies, duties or other similar government assessments of any nature, including but not limited to value-added, sales, use or withholding taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying any taxes associated with the purchase of the services hereunder. Sales Tax will be collected on all products
  24. Call Recording. You acknowledge that we may record Client phone calls for quality control purposes.
  25. Trade Name. Pocaranas® is a subdivision of Happiness in Heaven, LLC a Limited Liability Company.
  26. Headings.Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.
  27. Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
  28. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.
  29. Headings. All headings in this agreement are for convenience and reference purposes only and have no legal effect.