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Vendors
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Become A Vendor
Parties and Effective Date:
This Agreement is entered into between Professional Community Management of California, Inc., ("PCM") and CLIENT. This Agreement shall commence upon PCM’s acceptance of CLIENT’s advertisement content or promotional listing to be posted on PCM’s portal site, and shall continue for one (1) year. This Agreement shall renew automatically on the anniversary of this Agreement for an additional one year term until terminated by either party as provided for in Paragraph 6. By placing an order for products and services, CLIENT agrees to be bound by and accept these terms and conditions. If CLIENT does not agree to these terms and conditions, CLIENT should not obtain products or services from this site. These terms and conditions are subject to change by PCM without prior written notice at any time, within PCM’s sole discretion. The latest version of the terms and conditions will be posted on this site, and CLIENT should review these terms and conditions prior to purchasing any product or services that are available through this site. Entire Agreement: The services are provided to the CLIENT under the Terms and Conditions as described herein. The terms and conditions of this Agreement supersede any previous agreement, statement of terms and conditions, or understanding between CLIENT and PCM. All representations or promises relied upon in executing the agreement are included in the agreement. Billing: All setup and advanced fees and payments, including the first and monthly reoccuring fees, are due and shall be paid following the execution of this Agreement. No services shall be rendered until receipt of said payment. We accept VISA, MasterCard, American Express, and Discover credit cards for all purchases. CLIENT and CLIENT’s representative, represents and warrant that (1) the credit card information supplied to PCM is true, correct, and complete; (2) charges incurred by CLIENT or CLIENT’s representative will be honored by the issuer of the credit card used; and (3) CLIENT or CLIENT’s representative will pay charges incurred at the posted prices, including all applicable taxes, if any. After the initial payment, all scheduled payments will be automatically charged each month on the credit card designated by client and will continue until the service is terminated. CLIENT understands its obligations under this agreement to pay for monthly fees upgrade and/or additional fees for all services selected. This authorization will remain in full force and effect during the term of this agreement, or until terminated by PCM.
CLIENT’s or CLIENT’s representative’s receipt of an electronic or other form of order confirmation does not signify PCM’s acceptance of CLIENT’s order, nor does it constitute confirmation of PCM’s offer of services. PCM reserves the right at any after receipt of an order to accept, decline, or limit an order for any reason, whether or not a credit card has been charged. If an order is declined by PCM, but the CLIENT’s credit card is charged for the order that is declined, PCM will refund the payment for the declined order. Any notice to PCM under this agreement shall be sent to PCM, Attn: Chuck Holland, 23726 Birtcher Drive, Lake Forest, CA 92630. In the event of a late payment, including late payments resulting from a change in credit card or improper cancellation, PCM shall be entitled to collect from CLIENT all reasonable collection costs, termination and legal fees, plus interest accrued at 1.0% per month, or the maximum amount allowed by the State of California, whichever is greater.
If a credit card payment is not received by PCM according to the terms and conditions, PCM shall attempt to inform the CLIENT of the overdue payment, late fees and interest. If the CLIENT does not cure the default within thirty (30) business days, all services provided hereunder by PCM to CLIENT may be suspended and this agreement terminated without further notice. Modifications or amendments: Modifications or amendments to the Terms and Conditions cannot be made. CLIENT shall keep PCM informed of any changes in the principals, marketing or management of CLIENT, its current mailing address and telephone number to which notices and invoices may be sent. In addition, CLIENT agrees to inform PCM if credit card account holders change during the term of this agreement as stated in paragraph 1 above. Right to Terminate: This Agreement shall be for a one (1) year term and shall renew automatically on the anniversary of this Agreement for an additional one year term, unless either party gives written notice to the other not more than 75 days nor less than 60 days before the anniversary date, in which case the Agreement will terminate upon the Anniversary date. Additionally, either party may terminate this Agreement, with or without cause, by giving a sixty (60) days written notice to the other party. CLIENT agrees to pay a termination charge in the sum equal to the balance due as of the date written notice is delivered plus all amounts that come due during the notice period. Content: CLIENT expressly acknowledges and agrees it assumes full responsibility and liability for the accuracy of it’s graphic representation, logo and trademarks, slogans, and all related content of its Advertisement or promotional listing. PCM is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in CLIENT's content or messages related to the listing or logo-artwork design. If CLIENT desires to modify its content, the CLIENT is also to prepare and direct implementation of all new content, and related artwork ("Content Maintenance") that is to be coded and programmed onto the PCM developed site or interactive advertisement within its assigned media space as inputted by the CLIENT. CLIENT further agrees and warrants that all information submitted to PCM, including but not limited to the material to be seen at pcminternet.com/vendors, is accurate and current, including information relating to the CLIENT’s insurance, license status, and services or products the CLIENT is offering, as of the date of this Agreement and at all times the CLIENT’s advertisement or promotional listing is live on PCM’s portal site.
CLIENT also expressly agrees to indemnify, defend, and hold harmless PCM against and in respect of claims, demands, losses, costs, expenses, obligations, liability, and damages, including interest, penalties, and reasonable attorneys’ fees of counsel of PCM’s choice that PCM may incur or suffer that arise, result from, or relate to any content of CLIENT’s Advertisement or promotional listing. Limitation of Liability: In no event shall PCM or its agents, officers, or employees, or any affiliated company, or any agent, officer, or employee of any such company (PCM AFFILIATES) be liable for damages of any kind, including but not limited to, consequential, compensatory, or incidental damages, resulting from any claim by CLIENT, including those sounding in contract or tort. CLIENT acknowledges it has been informed that PCM is dependent on National Backbone Operators for Internet access and routing. PCM and PCM AFFILIATES shall be held liable if any National Backbone Operators should experience a problem that prevents PCM or PCM's CLIENTS from gaining access to the Internet, the CLIENT's Website, and/or the CLIENT's Advertisement or interactive service. PCM and PCM AFFILIATES shall not be liable for any theft or misuse of private or confidential information submitted by CLIENT under this Agreement.
Should the above limitations be held to be unenforceable, any liability of PCM, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, delay of operation or transmission, communications line failure, theft or destruction of, or unauthorized access to, alteration of, or use of records, shall be limited to the lesser of the actual damages proven or 1/12th the sum actually paid to PCM by CLIENT for the annual term of this Agreement. Indemnification: CLIENT shall indemnify, defend and hold PCM and PCM AFFILIATES harmless against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation, interest, penalties, and attorneys' fees, that PCM shall incur or suffer, which arise, result from or relate to CLIENT’s conduct relating to its services or goods sold. In addition, CLIENT agrees to pay the reasonable attorneys’ fees of counsel of PCM’s choice that PCM may incur or suffer that arise, result from, or relate to CLIENT’s conduct or representations in connection with its services or goods sold. Computer Files: All files stored in PCM’s server environment will be placed onto CD if requested and delivered to CLIENT at the termination of this contract for a $50.00 fee per CD, if requested by CLIENT. Privacy and Customer Information: In performing its obligations hereunder, PCM may gather information about CLIENT. PCM maintains the privacy of CLIENT’s information using security technologies and adhere to policies that prevent unauthorized use of CLIENT’s private information. PCM will not sell or distribute the private information it gathers about CLIENT. Arbitration: Any controversy or claim arising out of, or related to, this subject matter of this Agreement shall be settled by arbitration in the County of Orange, State of California, in accordance with the then existing rules of the American Arbitration Association and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter in the controversy. Severability and Assignment: If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. PCM has the right to sell, assign, and or transfer this Agreement with its rights, title, or interest in it to any person, firm, or corporation at any time, and such assignee shall acquire all rights and assume all the obligations of PCM under this Agreement.
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