This Agreement (the “Agreement”) is made and entered into between:
(1) Passionate LLC, a limited liability company incorporated in the State of Wyoming with its registered office at 30 N Gould St Ste 31848, Sheridan, WY 82801 (referred to as the “Supplier”); and
(2) The subscriber (referred to as the “Subscriber” or “Client”), who, by subscribing to any of the subscription products offered on the Supplier’s website (passionates.com), accepts on behalf of their company the terms and conditions set forth in this Agreement.
By subscribing to any of the subscription products offered on the Supplier’s website (passionates.com), the Subscriber acknowledges and agrees that they have read, understood, and accepted the terms of this Agreement on behalf of their company. The Subscriber further represents and warrants that they have the authority to bind their company to this Agreement.
BACKGROUND:
(A) The Supplier provides design, development, optimisation and consulting services as subscription products as described on the Supplier’s website (passionates.com).
(B) The Client wishes to engage the Supplier to provide the design, development, optimisation and consulting services on the terms and conditions set out in this Agreement.
INTERPRETATION
1.1 In this Agreement:
“Charges” means the fees payable by the Client to the Supplier for the Services as set out on the Supplier’s website.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Services” means the design, development, optimisation and consulting provided by the Supplier to the Client under this Agreement.
1.2 Clause and paragraph headings do not affect the interpretation of this Agreement.
APPOINTMENT OF SUPPLIER
2.1 The Client appoints the Supplier to provide the Services on the terms and conditions set out in this Agreement.
SUPPLIER’S OBLIGATIONS
3.1 The Supplier shall use reasonable skill and care in the provision of the Services.
3.2 The Supplier shall provide the Services in accordance with the description set out on the Supplier’s website.
3.3 The Supplier shall provide the Services on a best-efforts basis.
CLIENT’S OBLIGATIONS
4.1 The Client shall provide the Supplier with such information and materials as the Supplier reasonably requires to provide the Services.
4.2 The Client shall ensure that all information and materials provided to the Supplier are accurate, complete and not misleading.
CHARGES AND PAYMENT
5.1 The Client shall pay the Charges to the Supplier in advance in accordance with the selected subscription product’s billing cycle, which may be on a bi-weekly or monthly basis as described on the Supplier’s website.
5.2 The Client may pay the Charges online through the Supplier’s website or via bank transfer.
5.3 If the Client fails to pay any Charges when due, the Supplier may suspend the provision of the Services until payment is made.
5.4 All Charges payable under this Agreement are exclusive of any applicable taxes, which shall be payable by the Client at the rate and in the manner prescribed by law.
INTELLECTUAL PROPERTY RIGHTS
6.1 The Intellectual Property Rights in any material created by the Supplier in the provision of the Services shall vest in the Client upon payment of the Charges in full.
6.2 The Supplier grants the Client a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute any material created by the Supplier in the provision of the Services for the purposes of the Client’s business.
6.3 The Client warrants that any material provided to the Supplier for use in the provision of the Services does not infringe the Intellectual Property Rights of any third party.
6.4 Unless expressly stated otherwise and agreed between the parties in writing the Client grants the Supplier a royalty-free, non-revokable licence to showcase the services provided under this Agreement on the Supplier’s portfolio of work and to put and keep a link in the footer of the Client’s website in order to assist the Supplier with their marketing efforts.
CONFIDENTIALITY
7.1 The parties agree to keep confidential any information provided by one party to the other which is marked as confidential or which ought reasonably to be considered as confidential.
7.2 This obligation of confidentiality shall not apply to any information which:
(a) is or becomes public knowledge through no fault of the receiving party;
(b) was already known to the receiving party prior to its disclosure by the other party;
(c) is required to be disclosed by law or regulatory authority; or
(d) is disclosed with the written consent of the other party.
TERM AND TERMINATION
8.1 This Agreement shall commence on the date of payment or successful checkout through the Supplier’s website and shall continue on a bi-weekly or monthly basis, as per the selected subscription product, until terminated in accordance with this clause 8.
8.2 The Client may cancel the subscription or terminate this Agreement by either cancelling the subscription through their online account on the Supplier’s website or by providing a written notice of cancellation to support@passionates.com. The cancellation request must be received before the renewal date of the subscription, which may be bi-weekly or monthly depending on the selected subscription product. Any cancellation made after the renewal date will take effect from the following subscription period.
8.3 The subscription will automatically renew according to its billing cycle, which may be bi-weekly or monthly, unless canceled by the Client. The benefits of the subscription will remain accessible until the end of the current billing cycle for which the cancellation request was received, before the next renewal. Upon cancellation, the Client will no longer be entitled to any of the subscription benefits listed on the respective subscription product’s page.
8.4 Once the subscription has renewed, the fee is non-refundable. The Client acknowledges and agrees that no refunds or credits will be provided for any partial or unused periods of the subscription.
8.5 The Supplier reserves the right to terminate this Agreement and suspend or terminate the Client’s access to the design subscription services in the event of a material breach of this Agreement by the Client, including non-payment of the Charges or violation of any applicable laws or regulations.
8.6 Termination of this Agreement shall not affect any rights or remedies of either party that have accrued prior to termination.
LIMITATION OF LIABILITY
9.1 Neither party shall be liable for any indirect, consequential or special loss or damage, or any loss of profits, revenue, data, goodwill, or business opportunity arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
9.2 The liability of the Supplier to the Client in respect of any claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of or in connection with this Agreement shall be limited to the amount paid by the Client to the Supplier for the Services in the 12 months preceding the event giving rise to the claim.
9.3 Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud, or any other liability that cannot be excluded or limited by law.
9.4 The Client acknowledges that the Supplier is not responsible for any third-party products, services, or materials that the Supplier may use in connection with the Services, and the Supplier shall have no liability to the Client for any issues or damages arising from the use of such third-party products, services, or materials.
GENERAL
10.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the parties.
10.2 No variation of this Agreement shall be effective unless it is in writing and signed by both parties.
10.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
10.4 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this clause.
10.5 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
