TERMS AND CONDITIONS
Please read the following terms and policies carefully. When you use our website, you acknowledge that you have read, understood, and agree to be bound by these terms and policies.
INPUTDEAL BUSINESS SERVICES LLC
These Terms and Conditions are hereby effective on July 25, 2020 and will apply to the website that you are visiting, Inputdeal.com (the “Website”), which is owned by INPUTDEAL BUSINESS SERVICES LLC (the “Company” or “Inputdeal”).
Copyright: All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of the Company and protected by U.S. and international copyright laws. All software used on this site is the property of Company or its software suppliers and protected by United States and international copyright laws.
Trademarks: INPUTDEAL BUSINESS SERVICES LLC or inputdeal.com and other Company graphics, logos, page headers, button icons, scripts, and service
names are trademarks, registered trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used in connection with any product or service that is not Company’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Company. All other trademarks not owned by Company that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by this Company.
Applicable Law: By visiting our website, you agree that the laws of the State of Florida, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Company.
1. Account Terms
- You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
- To access and use the Services, you must register for a Inputdeal account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Inputdeal may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You acknowledge that Inputdeal will use the email address you provide as the primary method for communication.
- You are responsible for keeping your password secure. Inputdeal cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Inputdeal will result in an immediate termination of your services.
2. Account Activation
- Subject to section 1, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms and Conditions and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
- If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Upon completion of sign up for the Service, Inputdeal will create a PagarEsFácil account on your behalf, using your email address. Depending on your location, Inputdeal may also create a PagarEsFácil Payments account on your behalf.
- You acknowledge that PagarEsFácil and/or Inputdeal Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, PagarEsFácil is a Third Party Service, as defined herein these Terms and Conditions.
These Terms of Service are between Inputdeal Business Services, LLC., (“Consultant”) and You, as a client of Inputdeal Business Services’s services (“Client”).
WHEREAS, Client desires to obtain website design and development services, advertising and additional services from Consultant including marketing and promotion of their business and web-based technology for performance tracking and reporting for such services; and
WHEREAS, the Parties desire to specify in this Agreement the terms and conditions of the provision of those services.
NOW THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein, and for good and sufficient consideration hereby acknowledged by both parties, Client and Consultant do hereby contract and agree as follows:
Services Provided. The term “Services”, as used in this Agreement, includes services provided under any letter of agreement (“Letter of Agreement”) or statement of work (“Statement of Work”) by and between Consultant and Client; whether during a discovery phase of the engagement (the “Discovery”) or otherwise; and any Additional Services, as defined below.
Additional Services. From time-to-time during the term of this Agreement, Client may request, and Consultant may provide services in addition to those listed on a Statement of Work and not otherwise included in this Agreement, which shall be memorialized in a writing executed by both parties hereto (“Additional Services”). Absent a signed writing, Consultant shall not be obligated to provide any services for Client.
Fees and Costs.
Fees for Services. The fees for the provision of the Services by Consultant are estimated in the Letter of Agreement and/or the Statement of Work, if any. The term “Fees”, as used in this Agreement, collectively includes the fees noted in the Letter of Agreement and/or the Statement of Work, as well as any Additional Fee (as defined below).
Non-Refundable Retainer. Unless otherwise stated in a Statement of Work or Letter of Agreement, Client shall pay a non-refundable retainer of Thirty Five Percent (35%) of the projected project costs as noted in the Letter of Agreement and/or Statement of Work (the “Non-Refundable Retainer”). The Non-Refundable Retainer shall be applied against invoices at the completion of all services. Additionally, if Consultant elects to apply the Non-Refundable Retainer towards any outstanding invoice, Consultant reserves the right to require that the Non-Refundable Retainer be replenished before Consultant shall be required to continue to provide Services.
Fees for Additional Services. Client shall be billed for any Additional Services provided by Consultant under Section 1(b) hereof (“Additional Fee”) separately from, and in addition to, the fees included in the Statement of Work.
Third Party Software and Services. From time-to-time Consultant may purchase on Client’s behalf, and with Client’s prior approval, software and/or services (i.e. website hosting services) as required for the provision of the Services by Consultant (collectively, “Software Costs”). Client shall reimburse Consultant for the cost of such Software Costs.
Travel and Meals. Client shall reimburse Consultant for all travel and meal expenses by employees or representatives of Consultant, reasonably incurred by Consultant for the provision of the Services and Additional Services (which, with Software Costs and any other cost incurred by Consultant which has been approved by Client, shall be referred to herein collectively as “Costs”).
Payment Terms. All invoices for Fees and Costs due under the terms of this Agreement are due upon receipt of an invoice and are non-refundable. Client agrees to pay a service charge equal to the lesser of one and one-half percent (1.5%) per month on the outstanding past due balance and the maximum amount permitted by law. Notwithstanding anything to the contrary in this Agreement, all rights granted to client under this Agreement are contingent upon Client’s payment in full of all amounts due under this Agreement. Consultant shall apply the Non-Refundable Retainer to the final invoice and return the overpayment (if any). If the Non-Refundable Retainer is not sufficient to pay the final invoice, Client acknowledges and agrees that it shall still be required to immediately pay the final balance.
License. Under the terms of this Agreement, Client grants to Consultant, a limited, non-exclusive license to use Client’s name and applicable trademarks in its efforts to promote Client’s products. Consultant shall not use any such license for any purpose other than the promotion of Client’s products.
Work Product. As part of the Services, Consultant shall develop code (“Client Code”) and create functional specifications, wireframes and other creative works on behalf of Client (collectively, the “Work Product”).
Ownership of Work Product. Before Client pays Consultant’s Fees and Costs in full, Consultant retains ownership of any and all rights and interest in the Work Product. If Consultant allows Client to use some or all of the Work Product before payment is made in full, said use will constitute a revocable-at-will license. Upon payment in full of any and all Fees and Costs under Section 2, all of Consultant’s right, title and interest in the Work Product shall automatically be deemed to have been assigned to Client without need for any further action from Consultant or Client.
Right of Access and Possession. At any time after the full payment of all outstanding Fees and Costs under Section 2, Client may request, and Consultant shall, within forty eight (48) hours, provide the Work Product to Client on an appropriate form of media provided by Client or in electronic form.
Failure to Pay Fees. Until Client pays all Fees and Costs under Section 2, Client shall have no ownership interest in the Work Product and Consultant has the right to withhold the Work Product from Client and revoke any express or implied license that may exist.
Warranties of Consultant. Consultant warrants that during the fifteen (15) day period from the completion of the Services, or until Client, or a third party on Client’s behalf alters the Client Code, whichever comes first, (the “Warranty Period”) that the Client Code will function per the specifications of Client and that Costs for any alterations of the Client Code during the Warranty Period shall be borne as follows:
Malfunctions. If, in a fixed bid arrangement between the Parties, any alteration of the Client Code during the Warranty Period, which is required to repair the Client Code to its prescribed functionality shall be made at no cost to Client. If the Consultant is providing Services under this contract under a time-and-materials arrangement, any such alteration of the Client Code shall be billed on a time-and-materials basis.
Alteration of Client Code. If the Client, or any party on Client’s behalf, alters the Client Code in any manner during the Warranty Period, the Warranty shall be null and void.
Change Orders. Any alteration of the Client Code during the Warranty Period, or any time thereafter, which is requested by Client to enhance an aspect of performance, but which is not necessary to repair a malfunction of the Client Code shall be requested in writing by Client and shall be considered Additional Services.
THIRD PARTY PRODUCTS AND SERVICES. CONSULTANT PROVIDES NO WARRANTY FOR PRODUCTS OR SERVICES WHICH ARE PROCURED FROM ANY THIRD PARTY, BY CONSULTANT ON CLIENT’S BEHALF AND PROVIDES SUCH PRODUCTS AND SERVICES “AS IS” AND WITH ALL FAULTS. THE PARTIES SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CONSULTANT CANNOT BE HELD LIABLE FOR SERVICE OUTAGES, FIREWALL OR SECURITY FAILURES, DENIAL OF SERVICE ATTACKS, OR ANY OTHER COMPROMISE OF THE HOSTING ENVIRONMENT.
DISCLAIMER OF OTHER WARRANTIES. THE WARRANTIES GRANTED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES GRANTED BY CONSULTANT TO CLIENT. CONSULTANT DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY AND/OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Termination. This Agreement and the Consultant’s engagement hereunder may be terminated as follows.
Immediately upon the written agreement of the Parties;
By the Consultant or Client, without cause, upon five (5) days prior written notice;
At the option of either party, immediately upon the voluntary or involuntary liquidation or dissolution of the other party;
By the Consultant at any time if Client fails to timely pay any Fees or Costs owing when due, provided that Consultant gives Client written notice of its failure to pay, after which Client shall have five (5) days in which to deliver payment in full.
Upon Termination of this Agreement, all Fees and Costs payable, which accrued prior to the effective date of such termination, shall become immediately due and payable. Additionally, Consultant may send Client an invoice for the proportion of any work in progress that has already been performed. Any such invoice will be due upon receipt.
Relationship of Parties.
Client and the Consultant agree that the relationship created hereby shall be that of Client and Consultant as independent contractors, and no other relationship shall be inferred or construed. Additionally, the relationship between Client and Consultant shall not be that of an agency, fiduciary, partnership or a joint venture. Consultant shall not be, or be deemed to be, an employee or agent of Client. Client shall define the scope and outcome(s) to be achieved by Consultant, the manner and means shall be determined solely by Consultant subject only to (i) Client’s timing requirements regarding completion of the work to be performed by Consultant, and (ii) industry standards of performance and quality. None of the benefits provided by Client to its employees, including, but not limited to, workers’ compensation insurance, unemployment insurance, and health and welfare benefits, shall be available to Consultant or its employees. Consultant shall be solely responsible for its conduct and that of its employees and agents.
In consideration for the level of compensation and fees set forth in this Agreement, Client agrees to act as a reference client for the Company in accordance with this Section. The Company may use Client’s name as a reference in its client lists, brochures, and electronic media and the Parties may issue a mutually agreed upon press release regarding Client’s engagement of the Company. The foregoing shall be subject at all times to the Company’s confidentiality obligations set forth in Section.
Subject to Client’s approval, which shall not be unreasonably withheld, the Company may develop and publish a case study highlighting the Services provided by the Company for Client in the Company’s promotional materials including, but not limited to, its client lists, brochures, white papers and electronic media. Each Party hereby grants to the other Party a nonexclusive, non-transferable, royalty-free right and license to copy and display such Party’s trademarks and logo (subject to the terms and conditions of such Party’s standard trademark usage guidelines) for use in such Party’s client/vendor lists, websites, case studies and other similar promotional media, subject in each case to the other Party’s prior approval of each type of use.
Confidentiality and Non-Solicitation.
In connection with the performance of the services it may be necessary for Consultant to have access to information which is confidential or proprietary to Client and vice-versa, whether or not the Disclosing Party (as defined below) designates such information as confidential, and regardless of the means of transmission to and/or receipt by Recipient (as defined below). The Recipient agrees that it will not, directly or indirectly, divulge to any person or entity any information which is confidential or proprietary to the Disclosing Party and that, upon termination of this Agreement, it will make no further use of such information.
Confidential information, as used herein, includes, without limitation, all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, financial statements, computer programs or documentation and all other technical, financial or business data of Client or Consultant, software code (including, without limitation, the Client Code), together with all analyses, compilations, forecasts, studies or other documents or work product prepared utilizing the same disclosed by either Client or Consultant (a “Disclosing Party”) to the other party (a “Recipient”). Except as required by applicable federal, state or local law or regulation, “confidential information” as used herein shall not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement; (ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such confidential information to the Recipient by a legal, fiduciary or contractual obligation to the disclosing party; (iii) was known by or in the possession of the Recipient or its representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the disclosing party pursuant to this Agreement; or (iv) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party’s confidential information.
Non-Solicitation. During the term of this Agreement and for a period of two (2) years following termination of this Agreement for any reason, neither party shall directly or indirectly hire, solicit, or encourage any employee of the other party to leave the other party’s employment, or hire any former employee of the other party who has left the other party’s employment within one year of termination of such employment.
Injunctive Relief Available. Each party to this Agreement acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Section by such party or its representatives. Therefore, in addition to all other remedies available at law (which neither party waives by the exercise of any rights hereunder), the non-breaching party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach of this Section.
Limitations of Liability.
CONSULTANT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE OR OTHERWISE, EVEN IF CLIENT ADVISES CONSULTANT OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF THE DAMAGES OR LOSSES ARE THE RESULT OF CONSULTANT’S NEGLIGENCE OR BREACH OF CONTRACT. CONSULTANT WILL NOT BE LIABLE FOR DIRECT DAMAGES CAUSED BY LATE DELIVERY, OR ANY OTHER CAUSE EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Maximum Liability. Consultant’s liability to Client with respect to this Agreement will not exceed the total amount of any fees paid to Consultant by Client during the six (6) month period immediately prior to the event causing such claim, even if any term of this Agreement fails of its essential purpose.
Force Majeure. Consultant will not have any liability if its failure to perform any obligation under this Agreement results in whole or in part from an Act of God (including an earthquake, tornado, hurricane, blizzard, flood, or other storm or natural disaster); epidemic; fire (unless caused by Consultant’s purposeful act); military event (including war, invasion, civil war, rebellion, revolution, or insurrection); terrorist or other third-party criminal activity; blockade; embargo; labor dispute (including a strike or lockout); change in municipal, county, state or national ordinance or law; executive, administrative or judicial order; or failure of electricity, telephone, or internet service. If such an event occurs, Consultant’s only obligation will be to take reasonable steps to minimize delay or damages and to notify Client of the event as soon as may be reasonably practicable.
Taxes. Consultant agrees to be solely responsible for all taxation and employment levy responsibilities and/or liabilities for its employees related to Consultant’s performance hereunder, including but not limited to payment of state and federal income tax, worker’s compensation, FICA and other employment or payroll-based taxes. Consultant agrees to reimburse and indemnify Client and hold Client harmless from any resulting liability, cost, harm or loss, including reasonable attorney’s fees and legal costs associated with Consultant’s failure to pay such taxes.
Incorporation. The language and terms of the Letter and Intent and the Statement of Work, both executed by the Parties, are incorporated by reference into these Terms of Service.
Amendment or Modification. We will occasionally update these Terms of Service to reflect changes in our practices and services. When we post changes to these Terms of Service, we will revise the “last updated” date at the top of these Terms of Service. We recommend that you check our website from time to time to inform yourself of any changes in these Terms of Service.
Successors and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of a permitted assignment, both the assignor and the assignee will be bound by this Agreement, absent written consent by the other party. Notwithstanding anything set forth herein to the contrary, this Agreement may be assigned by Agency without the prior written consent of Client.
Severability. Any provisions of this Agreement which are prohibited or unenforceable will be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions.
Entire Agreement. This Agreement, the terms in the Letter of Agreement and Statement of Work, constitute the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings, if any, with respect to the subject matter hereof unless rescinded.
Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given.
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
No Waiver. Except to the extent expressly modified herein, the parties retain all rights that they may now have, or acquire in the future, with respect to items not addressed in this Agreement. Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver of any breach or right to enforce which may thereafter occur. No waiver may be valid against any Party hereto unless made in writing and signed by the Party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.
Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
Knowing and Voluntary. The parties agree that they have read and understand the terms of this Agreement and that they voluntarily entered into this Agreement, having discussed all the terms and conditions with their respective legal counsel.
Corporate Authority. The representative of each party that executes the Letter of Agreement and Statement of Work states that, by affixing his or her signature to said documents, he is stating that he has the authority to act, and enter into contracts on behalf of such party.
Attorney’s Fees. If Consultant retains an attorney to enforce any provision of this Agreement, Client agrees to pay Consultant’s costs of enforcement, including reasonable attorney’s fees.
Order Acceptance and Billing: You represent and warrant that you have the right to use any credit card or other means of payment that you provide to us. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of these Terms of Service and may result in cancellation of your order. Prior to accepting an order, we may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase. We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. Inputdeal may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.
By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products and/or Services, as well as all shipping and handling charges and applicable taxes. You will be charged at the time your order is placed.
Inputdeal reserves the right, including without prior notice, to limit the quantity of items purchased per person, per household, or per order for any reason. We will attempt to notify you should such limits be applied. Inputdeal also reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Service, “reselling” will be defined as purchasing or intending to purchase any Product(s) or Service(s) from Inputdeal for the purpose of engaging in a commercial sale of the same Product(s) or Service(s) to a third party.
In addition to any other remedies available to it, Inputdeal may in its sole discretion restrict or terminate your account, or cancel or refuse orders for violations of, or abuse of the Inputdeal returns policy.
Gift Cards: The risk of loss and title to any gift cards passes to the purchaser upon our electronic transmission to the recipient or delivery to the carrier, whichever is applicable. Your purchase and use of gift cards are subject to the full terms and conditions related to gift cards, available at the gift card’s provider website. When you buy a Specialty gift card, you agree to the terms and conditions of the card from the third-party retailer, restaurant or theatre you choose. Gift Cards are not returnable or refundable for cash except in states where required by law. The balance on any Gift Card is solely the liability of Inputdeal Business Services, LLC. Lost or stolen cards will not be replaced. You are solely responsible for keeping the password for your gift card account safe and for any activity conducted under your account.
Shipping and Delivery: Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Inputdeal Site. All transactions are made pursuant to a shipping contract, and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. Some Products also have restricted delivery within the United States. Delivery restrictions are available on each product listing.
Estimated delivery times are determined based on the method of shipping chosen when Products are purchased and the destination of the Products.
On average, we ship your products between 1 and 7 business days after the purchase, and if not, please file a claim with for quick resolution as stated at our refunds policies page.
Disclaimer of Warranties and Limitation of Liability: This site and all information, content, materials, products (including software) and services included on or otherwise made available to you through this site are provided by company on an “as is” and “as available” basis, unless otherwise specified in writing. Company makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, products (including software) or services included on or otherwise made available to you through this site, unless otherwise specified in writing. You expressly agree that your use of this site is at your sole risk.
To the full extent permissible by applicable law, company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Company does not warrant that this site; information, content, materials, products (including software) or services included on or otherwise made available to you through this site; their servers; or e-mail sent from company are free of viruses or other harmful components. Company will not be liable for any damages of any kind arising from the use of this site or from any information, content, materials, products (including software) or services included on or otherwise made available to you through this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.