Terms and Conditions
Customer agrees to pay 1st month of quoted monthly subscriptions in advance. Planned Growth shall bill customer for the quoted monthly subscriptions each month in advance, and reserves the right to withhold such services if payment is not received prior to the month the service will be used.
Should in any given month, Planned Growth use the allotted hours in the Content Management plan purchased prior to the end of a calendar month, Planned Growth shall notify customer of this event and act on one of the following pre-selected options:
Cease content management work until the next calendar month
Upgrade to a larger Content Management Plan
Continue providing Content Management at overage rates of purchased plan below
10HR Plan- $110
20HR Plan- $100
40HR Plan- $90
IF NO SELECTION IS MADE ABOVE, PLANNED GROWTH WILL, BY DEFAULT, CEASE CONTENT MANAGEMENT WORK UNTIL THE NEXT CALENDAR MONTH.
All payments are in U.S. dollars.
All payments are required in advance to any Services being rendered. In the event that Planned Growth arranges for financing or progress payments, these payments are required in advance as per the terms of the proposal.
All Services are billed in advance with the exception of ‘metered’ services (e.g. quantities of bulk mail sent, overages for packages, etc.). In these instances, Planned Growth shall bill in arrears for metered usage.
Customer is not entitled to refunds for partial months of service, or un-used service.
All stated pricing are exclusive of all taxes, levies, or duties imposed by taxing authorities, and customer shall be responsible for payment of all such taxes, levies, etc. To the extent that Planned Growth is required to collect, remit or pass through taxes, the applicable amounts shall be added to customer order and presented during billing.
Customer agrees that in the event Planned Growth is unable to collect the fees owed to Planned Growth for any service provided under any proposal or agreement, Planned Growth may take any steps it deems necessary to collect such fees. Customer shall be responsible for all reasonable collections costs and expenses incurred by Planned Growth in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Customer further agrees that Planned Growth may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
Customer agrees to purchase the services listed in the proposal for the term agreed upon in the proposal.
Customer agrees to pay for all quoted products or other one-time fees in advance if applicable.
Customer agrees to pay 50% of the Total Cost upon contract execution and the final 50% after the website goes live.
Either party may terminate this agreement by providing written notice not later than 30 days prior to the end of the term of this agreement.
Auto-Renewal – Both parties agree that, at the end of the term of this agreement, this agreement shall renew on a month-to-month basis unless terminated by either party in writing with no less than 30 days advance notice. Should this agreement auto-renew, the agreement shall renew at prevailing rates for same services as defined on the fee schedule for such services located on www.plannedgrowth.com.
Customer agrees that, if this agreement is terminated prior to the end of the Term for any reason relating to Customer actions or inactions, Customer continues to be liable for all financial obligations arising from this agreement including, but not limited to, remaining commitments, progress payments or financing repayment.
Planned Growth, in its sole discretion, has the right to suspend or terminate Customer’s Account and refuse any and all current or future use of the Services, or any other Planned Growth service, due to Customer’s breach of any term contained herein. Such termination of the Service will result in the deactivation or deletion of Customer’s Account or access to Customer’s Account, and the forfeiture and relinquishment of all content in Customer’s Account. Planned Growth reserves the right to refuse Service to anyone for any reason at any time.
Notice of Breach and Cure
In the event of a breach of any term contained herein other than terms relating to Customer’s financial obligations to Planned Growth, a party may provide written notice of the breach to a breaching party. When feasible, the breaching party will be given thirty (30) days from the date notice is provided to cure the breach. If the breaching party fails to cure the breach within the allotted time, the noticing party may immediately terminate this agreement by providing written notice to the breaching party. Planned Growth shall not be obligated to provide notice or a period to cure for any breach related to Customer’s failure to honor its financial obligations to Planned Growth.
Client agrees that if Planned Growth terminates this agreement due to Customer’s breach, Customer continues to be liable for all financial obligations arising from this agreement including, but not limited to, remaining commitments, progress payments or financing repayment.
Suspension of Service
Planned Growth retains the right to suspend Services to Customer or its access to systems/service providers offered under this agreement should Customer fail to timely pay invoices as agreed to herein, or abide by all policies. Suspension of Services does not release Customer from any confidentiality obligation herein or any financial obligation agreed to as part of any proposal, agreement or financing.
Copyright, Content Ownership and Trademarks
Customer agrees that all content posted by Customer on the Service shall comply with U.S. copyright laws. Please see the below section regarding our policy to address Copyright Infringement Claims.
Customer agrees to abide by all terms and conditions as it pertains to the use of logos, systems, copyrights, patents and intellectual property as it pertains to Planned Growth and its service providers. Customer may not use Planned Growth services or those of its providers in any way that would violate Planned Growth policies, Planned Growth’s service providers’ policies, or laws and policies established by governmental and regulatory laws and agencies.
Planned Growth shall own and Customer agrees to assign all right, title and interest (including patent rights, copyrights, trade secret rights, trademark rights, and all other intellectual and industrial property rights) relating to any and all work products resulting from Planned Growth’s performance of Services and/or Inventions (whether or not patentable). All Planned Growth work products and inventions are the sole and exclusive property of Planned Growth, and Customer shall acquire no rights therein except as otherwise provided for in writing. Planned Growth shall own all rights title and interest in all developments of and enhancements to Planned Growth Services. Customer shall take no action that may adversely affect or impair Planned Growth’s ownership of such materials and rights. Notwithstanding the foregoing, all copyrighted material provided by Customer remains owned by Customer. Not including derivative works prepared by Planned Growth in connection with the provision of Planned Growth’s services, Planned Growth shall take no ownership interest in any copyrighted material provided by Customer.
Without limiting the foregoing, Customer agrees that Planned Growth shall be deemed the author of any copyrightable material, and Planned Growth shall be deemed the author of such works under the United States Copyright Act, 17 U.S.C. § 101 et seq., owned by Planned Growth from the moment of creation of any and all portions and elements, provided that in the event and to the extent such works are determined to constitute “works made for hire”, Customer hereby irrevocably assigns and transfers to Planned Growth, its successor assigns and/or affiliates, all right, title and interest in such works, free and clear of all liens, charges and encumbrances. All books, records, reports, writings, notes, notebooks, computer programs, computer code, sketches, drawings, blueprints, prototypes, formulas, photographs, negatives, models, equipment, reproductions, proposals, flow sheets, supply contracts, customer/customer lists, and other documents and/or things relating in any manner to the business of Planned Growth and its subsidiaries and affiliates (including but not limited to any of the same embodying or relating to any Confidential Information defined in section 14 below), whether prepared by Customer or otherwise coming into Customer’s possession, shall be the exclusive property of Planned Growth and shall not be copied, duplicated, replicated, transformed, modified, or removed from the premises of Planned Growth except pursuant to the Services of Planned Growth and its subsidiaries and affiliates and shall be returned immediately to Planned Growth on termination of this agreement or on Planned Growth’s request at any time. Similarly, to the extent that any of the Inventions by Customer are determined by a court of competent jurisdiction not to be owned by Planned Growth, Customer assigns and transfers, to Planned Growth, all of Customer’s right, title and interest in the Inventions, works or materials. Customer agrees to execute any and all documents deemed necessary or appropriate by Planned Growth to effectuate a complete transfer of ownership of all rights in such Inventions, works or materials, including but not limited to intellectual property rights, to Planned Growth throughout the world both during and after the period of Customer’s relationship with Planned Growth. Customer shall further assist Planned Growth both during and after the period of Customer’s relationship with Planned Growth, at Planned Growth’s expense, to further evidence, record and perfect such transfers and assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Further, Customer shall assist and cooperate with Planned Growth, both during and after the period of Customer’s relationship with Planned Growth, at Planned Growth’s sole expense, to allow Customer to obtain, maintain and enforce patent, copyright, trademark, trade secret and other legal protection for the Inventions. Customer shall sign such documents, and do such things necessary, to obtain such protection and to vest Planned Growth with full and exclusive title in all Inventions against infringement by others. Customer hereby appoints Directors and Officers of Planned Growth and Planned Growth’s attorneys as Customer’s attorney-in-fact to execute documents on Customer’s behalf, file any document and to do all other lawfully permitted acts for this purpose.
Customer, at no expense to Planned Growth, shall secure and maintain in full force and effect during the term of this agreement all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof for materials provided by Customer. Planned Growth shall secure and maintain in full force and effect during the term of this agreement all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof for provision of its services to Customer. All rights and licenses granted to Planned Growth hereunder shall be free and clear of any claim of rights (including moral rights such as any rights of identification of authorship, rights of approval on modifications, or limitation on subsequent modifications) by any person or entity. Customer will defend, at its expense, any action brought against Planned Growth and its subsidiaries and affiliates that is based on any infringement, or claim of infringement, of any patent, trademark, copyright, trade secret or other intellectual property right arising from or relating to Planned Growth’s (or its representatives’, manufacturers’, resellers’, distributors’ or end-users’) use, installation, sale, licensing, marketing or distribution of any materials, equipment, programs or Services furnished to Customer or its subcontractors to Planned Growth hereunder, and Customer will reimburse Planned Growth for all attorneys’ fees and other costs reasonably incurred in connection therewith. Planned Growth shall notify Customer promptly of any claim of infringement for which Customer is responsible.
Customer agrees that Planned Growth may include language or indicia on any website or other deliverable provided to Customer indicating that the website or other deliverable is provided and/or managed by Planned Growth. Such language or indicia may include, but is not limited to trademarks, text and Uniform Resource Locators, i.e., Hyperlinks, that, if selected by a user, will cause the user’s web browser to open a website or other file associated with Planned Growth.
Acceptable Use Policy
Customer agrees to any and all Acceptable Use Policies (“AUP”) as defined herein or in the terms of any of Planned Growth’s service providers.
AUP policies are subject to change at any time by Planned Growth and Planned Growth’s service providers.
Customer’s use of the Services is at Customer’s sole risk. Services are provided on an “AS IS” and “AS AVAILABLE” basis.
Customer agrees that Customer’s use of Planned Growth Services for verbal, physical, written or other abuse (including threats of abuse or retribution) is considered a material breach of this agreement and shall result in immediate account termination.
Customer agrees to comply with all CAN-SPAM laws and regulations. (See, 15 U.S.C. ch. 103 and 16 C.F.R. part 316). Customer shall not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages using any Planned Growth Service and/or Planned Growth service provider.
Customer shall not transmit any worms or viruses or any code of a destructive nature.
Customer must be a human. Account registration or agreement by “bots” or other automated methods are not permitted.
Customer must provide legal full name, a valid email address, and any other information requested.
Customer is responsible for maintaining the security of Customer’s Account and password. Planned Growth cannot and will not be liable for any loss or damage from Customer’s failure to comply with this security obligation.
Customer responsible for all content posted and activity that occurs under Customer’s Account even when Content is posted by others who use Customer’s Account.
Customer may not use Services for any illegal or unauthorized purpose. Customer must not, in the use of the Services, violate any laws in Customer’s jurisdiction, including but not limited to copyright laws
PLANNED GROWTH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PLANNED GROWTH DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS PRODUCTS OR ANY ASPECT OF THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES IS ASSUMED BY Customer. FURTHERMORE, PLANNED GROWTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PLANNED GROWTH OR PLANNED GROWTH ‘S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE PRODUCT OR SERVICES PROVE DEFECTIVE, Customer (AND NOT PLANNED GROWTH OR PLANNED GROWTH’S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CLIENT. PLANNED GROWTH IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO ITS SERVICES. THE FOREGOING DISCLAIMER APPLIES TO PLANNED GROWTH, PLANNED GROWTH’S AFFILIATES, SUBCONTRACTORS AND ANY OTHER THIRD PARTY SUPPLIER OF PRODUCTS AND SERVICES IN CONNECTION THEREWITH.
Planned Growth’s liability for direct damages, if any, to Customer, its agents, or any third party, pursuant to a breach of this agreement, for any cause whatsoever including Planned Growth’s negligence, shall be limited to Planned Growth’s obligation to repair or replace the defect or to re-perform Services in compliance with the terms of this agreement. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PLANNED GROWTH OR ITS SUBSIDIARIES AND AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF SERVICES BY Customer, Customer SITES, ITS AGENTS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, LEGAL FEES INCLUDING ATTORNEYS’ FEES, DAMAGES FOR LOST REVENUES, GOODWILL, USE LOST DATA OR DISRUPTED SERVICES OR OTHER INTANGIBLE LOSSES TO CLIENT, ITS AGENTS, OR THIRD PARTY (EVEN IF PLANNED GROWTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
Customer agrees to defend, indemnify and hold harmless Planned Growth, its subsidiaries, affiliates, licensors, employees, officers, directors, agents, third party information providers, service providers and independent subcontractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s conduct, Customer’s use or inability to use the Service or Customer’s breach or alleged breach of the Terms or of any representation or warranty contained herein, Customer’s unauthorized use of the Service, or Customer’s violation of any rights of another.
Notification of Claims and Legal Notices
It is the policy of Planned Growth to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”).
Pursuant to the DMCA, Planned Growth has designated an agent to receive notification of alleged copyright infringement occurring on Web pages or computer servers. If it is believed that a copyrighted work is being infringed on a Planned Growth site or Service, please notify Planned Growth’s designated agent, preferably by email, at:
424 SW 12th Ave
Deerfield Beach, FL 33442
Contents of Notice: The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must:
(1) Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site.
(2) Describe the material that is claimed to be infringing and provide sufficient information to permit Planned Growth to locate that material.
(3) Provide your contact information, including an address, telephone number, and, if available, an e-mail address.
(4) Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or law.
(5) Certify that the information that you have provided Planned Growth is accurate. The complainant should attest under penalty of perjury that s/he is authorized to enforce the copyrights that have allegedly have been infringed.
(6) Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.
Before the complainants allege an infringement, s/he should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, at http://www.loc.gov/copyright/circs/circ1.html, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work.
Notice, Takedown, and Putback Procedure: Planned Growth expects all users of Planned Growth’s Service to comply with applicable copyright laws. However, if Planned Growth is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, Planned Growth will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Planned Growth will follow the procedures outlined in the DMCA with regard to appropriate notifications of the user and the complaining party, acceptance of counter notifications, and, where indicated, “putback” of the alleged infringing material. Refer to the United States Copyright Office for the provisions of the DMCA at http://www.loc.gov/copyright/legislation/dmca.pdf.
Repeat Infringers: Where it has been clearly established that a Client is a repeat offender, Planned Growth may suspend or terminate that Client’s Account. A determination of whether Customer is a repeat offender is within the sole discretion of Planned Growth.
Planned Growth protects the privacy of its clients. Planned Growth does not share or use for its own purpose any Client information via its website other than that voluntarily submitted by users through the website registration or referral processes, the website’s contact, customer support or feedback forms, and/or comments posted by users in the website’s user forums or in response to blog posts or other interactive content published on the website. All Client account information stored in a private area is accessible only by Customer and designated Planned Growth personnel.
Client contact and other personal information will not be distributed or shared with third parties unless those parties and the shared information are essential to the provision of Services or products requested by Customer. Contacts and proprietary information entered into Planned Growth’s systems and services shall not be used for other purposes than those designated by the Customer by Planned Growth, or sold to third parties.
Customer shall take measurable steps to maintain the right of privacy of Planned Growth and its subsidiaries and affiliates. Customer agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, (a) Planned Growth and its subsidiaries and affiliates may and are hereby authorized to use Customer’s name in connection with promotion of its business, products and services and to allow others to do so in any manner Planned Growth sees fit.
During the period of this agreement and for a period of 2 years after termination of this agreement, Customer shall not directly or indirectly solicit, induce or attempt to induce any employee or subcontractor of Planned Growth or party affiliated with Planned Growth, to terminate his or her employment or relationship with Planned Growth. Planned Growth agrees that it shall not directly or indirectly solicit, induce or attempt to induce any employee of Customer to terminate his or her employment with Customer. This provision shall survive the termination of this agreement for the period stated herein. A violation by Customer of this paragraph shall be deemed a material violation of this agreement and will justify legal and/or equitable relief specifically including, but not limited to, injunctive relief; it being recognized by the parties that damage will be incurred by Planned Growth for which there is no adequate legal remedy by law. If such a violation occurs and Planned Growth seeks legal remedy resulting in an injunction or judgment in the favor of Planned Growth, the Client shall be responsible for reimbursing Planned Growth for all attorneys’ fees and reasonable legal expenses incurred.
The occurrence of any of the following, without limitation, shall constitute a material default under this agreement – a) the failure to make a required payment when due, b) the failure of Customer or Planned Growth to fulfill the obligations within this agreement.
In addition to any and all other rights available according to law, if Customer defaults by failing to substantially perform any material provision, Term or condition of this agreement (including, without limitation, the failure to make a monetary payment when due), Planned Growth may elect to terminate this agreement if the default is not cured within 10 days after providing written notice to Customer. The notice shall describe with sufficient detail the nature of the default. If Planned Growth terminates this agreement for reason of default, Planned Growth maintains the right to demand immediate payment for money owed under any sales agreement or work order, including a) un-billed agreed-upon progress payments and b) future monthly services or finance billing owed under a sales agreement. Customer agrees to pay for a) interest on all late payments for money owed under all sales and work order agreements at the maximum rate allowed by law until paid, b) reasonable costs for collection and c) reasonable costs for attorneys’ fees and expenses of litigation that the Planned Growth may incur in collecting any unpaid amount.
This proposal and any related presentation is the result of much proprietary work on behalf of Planned Growth. All information within (defined as Planned Growth’s proposal content, strategies, marketing practices and pricing) is confidential and meant for viewing only by the Planned Growth Client or prospect for which it was created. It is not to be shared with outside parties without express written permission from Planned Growth. The Client or prospect agrees that by viewing any Planned Growth proposal or presentation to respect the confidentiality of this information and to refrain from sharing it with outside parties.
Both Client and Planned Growth acknowledge that during the course of any agreement, each may obtain confidential information regarding the other party’s business (“Confidential Information”). Both Client and Planned Growth agree to treat all such information and the terms of this agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this agreement. Notwithstanding the confidentiality provisions herein, Client grants Planned Growth permission to use Client’s name in proposals or on Planned Growth’s web site for marketing purposes only.
If either party discloses Confidential Information electronically or in writing, the disclosing party agrees to clearly label the material as confidential. If Confidential Information is disclosed orally, the disclosing party agrees to summarize the disclosed information in writing and confirm that the material remains confidential within thirty (30) days after the oral disclosure.
This agreement contains the entire agreement of Customer and Planned Growth regarding the subject matter of this agreement, and there are no other promises or conditions in any other agreement, whether oral or written, that have not merged into this agreement, unless done so in writing in the form of a sales agreement (including all associated addenda, schedules or attachments) or change orders that associates itself with this agreement.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then Customer and Planned Growth agree that such provision shall be deemed to be written, construed, and enforced as so limited.
Waiver of Contractual Right
The failure of Planned Growth to enforce any provision of this agreement shall not be construed as a waiver or limitation of Planned Growth’s right to subsequently enforce and compel strict compliance with every provision of this agreement.
This agreement shall be governed by the internal laws of the State of Florida without regard to principles of law relating to conflicts of laws and Customer agrees that venue for any action arising from or based upon this agreement shall be brought in Broward County, Florida.