Terms and Conditions for PAPAYABIZ LLC

1. Definitions.

•  "Agreement" refers to any legally binding contract that incorporates these terms.

•  "PAPAYABIZ" is the trade name of PAPAYABIZ LLC.

•  "Client" is any entity that enters into an agreement with PAPAYABIZ.

2. Nature of Relationship.

PAPAYABIZ is engaged as an independent contractor to fulfill services outlined in the Agreement.

3. Service Guarantees.

PAPAYABIZ makes no warranties regarding sales volumes, website traffic, or visitor counts. The client acknowledges the inherent risks in search engine optimization, including algorithmic changes.

In the event that the Client delegates the management of advertising budgets to PAPAYABIZ, including the authority to adjust said budgets, the Client agrees to absolve PAPAYABIZ of any liability for unexpected budgetary expenditures or pacing issues. The responsibility for all advertising expenses and their settlement rests solely with the Client, who fully accepts the associated risks and obligations.

4. Liability. 

In the event of non-performance or violation of any expressed guarantees or warranties in this Service Agreement, PAPAYABIZ accountability shall not exceed the smaller amount of either

(i) the actual fees paid by the Client to PAPAYABIZ under this Service Agreement, or

(ii) the sum of ten thousand dollars.

PAPAYABIZ is exempt from any responsibility for lost earnings or anticipated profits due to any circumstances, including but not limited to disruptions in server operations, fluctuations in web traffic, changes in shipping costs, unavailability of the website, reduction in orders, alterations in search engine algorithms, manual interventions by search engines, decline in keyword rankings, data distortion, security breaches, or data loss. The Client bears full responsibility for the content, goods, services, trademarks, and all other website elements associated with the Client's business sector and market competitors, absolving PAPAYABIZ of any related liability.

5. Service Termination by Client.

Clients retain the option to terminate or reduce the scope of services outlined in this Proposal subsequent to the completion of the initial one-month period. To initiate cancellation or reduction, clients must provide a written declaration of their intent at least seven days prior to the conclusion of the current monthly cycle. The execution of any such request for cancellation or service reduction will take effect at the termination of the ongoing monthly period.Following service cancellation, clients will have a 30-day window to reclaim access to their business's advertising accounts, databases, and related information. Once this timeframe elapses, PAPAYABIZ will proceed to remove all such data and access credentials from their systems permanently.

6. Changes in Fees and Plans.

In response to the dynamic nature of the digital marketing landscape, PAPAYABIZ periodically revises its service offerings, including pricing structures, deliverables, and hourly rates, to maintain a cutting-edge approach. These revisions are scheduled to take effect at the start of the subsequent service term following the announcement, unless a different arrangement has been established in writing with PAPAYABIZ. For clients on a non-fixed term, the new pricing will be applicable from the first day of the month succeeding the announcement of the fee changes, which will also be reflected on the papayabiz.com website.

Clients will be informed of any pricing updates through email, postal communication, or directly within their customer dashboard. Dissatisfaction with the updated pricing model entitles clients to discontinue their services in accordance with the cancellation policy outlined in section 5, 'Client Cancellation'. Absence of service cancellation by the client will be interpreted as acceptance of the new pricing terms.

7. Payment of Fees.

Prompt payment is essential. An initial payment is necessary to commence work on your project, and payment for ongoing services is expected upon invoicing. Should a payment lapse beyond 30 days of its due date, a penalty of five percent (5%) will be imposed for each subsequent month until the payment is settled. PAPAYABIZ maintains the authority to withdraw access to web pages and any digital work from the Internet pending the completion of payment. In the event that debt recovery actions are initiated, the Client is responsible for covering all associated costs.

8. Established Hourly Minimum.

To ensure the engagement of skilled professionals in digital marketing, design, development, along with technology infrastructure, PAPAYABIZ commits to a baseline hourly rate of $40. This rate underpins our service agreements and cannot be undercut. Should the average hourly compensation for PAPAYABIZ team fall below this threshold, the following measures may be enacted:

(a) An adjustment in the pricing of our service plans to align with the established hourly minimum.

(b) Maintenance of the current fee structure with a mutual agreement on a reduced scope of work.

(c) A decision to discontinue services if PAPAYABIZ determines it cannot sustain the provided services under the existing financial model. In such cases, a notice will be issued, and PAPAYABIZ will fulfill any outstanding deliverables. The Client is then obliged to settle all due invoices for the ongoing month and any outstanding balances.

9. Service Cancellation by PAPAYABIZ

PAPAYABIZ maintains the discretion to discontinue any provided services as deemed necessary. In such instances, PAPAYABIZ will issue a formal notification to the client, specifying the termination of services, software, hosting, or projects, effective on the final day of the month in which notice is given. The client is obligated to compensate PAPAYABIZ for all completed services, software provisions, hosting, projects, or partial projects up to the date the cancellation notice is issued by PAPAYABIZ.Following service cancellation, clients will have a 30-day window to reclaim access to their business's advertising accounts, databases, and related information. Once this timeframe elapses, PAPAYABIZ will proceed to remove all such data and access credentials from their systems permanently.

10. Legal Venue.

Legal proceedings shall be conducted in Bernalillo County, New Mexico.

11. Governing Law.

The terms of this Agreement will be interpreted and enforced under the legal framework of the State of New Mexico, disregarding any principles of conflict of law.

12. Restrictions on Employee Poaching and Hiring.

Throughout the duration of this Agreement and extending for two years after the finalization of the Project, including any subsequent services, the Client is prohibited from attempting to poach, engage, or employ any individual who is or has been an employee, consultant, or contractor of PAPAYABIZ. This prohibition also includes dissuading any such person from their current role with PAPAYABIZ unless the Client has secured express written permission from PAPAYABIZ beforehand. This clause is applicable to all types of professional engagements, whether they are full-time, part-time, or contractual.

13. Commitment to Non-Denigration.

For the duration of this Agreement and extending three years beyond the cessation of all contractual relations with PAPAYABIZ, it is mutually agreed that neither party will engage in any conduct or communication aimed at damaging the other's standing or leading to adverse or negative publicity.

14. Communication Monitoring and Recording.

Please be aware that any phone conversations with our team may be subject to monitoring or recording to ensure service quality. By continuing to engage in our phone or web-based meetings, you are providing your explicit agreement for such monitoring or recording activities.

15. Future Services.

Subsequent Engagements. Any forthcoming services provided to the Client, whether billed on an hourly basis or as fixed-price services, will be governed by the terms outlined in this Master Services Agreement.

16. Amendments and Updates.

PAPAYABIZ reserves the right to modify its services, products, and the Terms and Conditions at its discretion and without prior notification. By accessing or continuing to utilize PAPAYABIZ offerings following any modifications, you acknowledge and accept the revised terms. It is the Client's obligation to regularly check this website to stay informed of the prevailing Terms and Conditions.

17. Non-Transferability.

Clients cannot transfer their rights under the Agreement.

18. Enforceability of Provisions.

The intent of the parties has been to restrict the scope of the non-compete clause to what is essential for safeguarding valid commercial and property rights. Should any part of this Agreement be deemed void or unenforceable, the rest shall remain in effect and enforceable. In the event a court rules that a specific part of this Agreement is void or unenforceable, yet it would be valid and enforceable if amended, then that part shall be considered to have been modified, interpreted, and upheld in such a restricted manner.

19. Right to Injunctive Relief.

The parties acknowledge that a breach of this Agreement by the Client may result in damages that cannot be remedied by monetary compensation alone. As such, PAPAYABIZ shall have the authority to seek an injunction or a similar judicial order mandating the Client to adhere to the terms of all Agreements and these Terms and Conditions. Should any legal action be necessary to enforce these Agreements and Terms and Conditions, the victorious party will be entitled to recover from the other party all reasonable expenses, including attorney's fees and court costs, incurred in the process.

20. Term Persistence.

Sections 10, 11, 12, and 13 persist beyond the termination of the Agreement.

21. Preservation of Rights.

A breach of these Terms and Conditions by one party does not constitute a waiver of rights by the other party if they do not immediately act upon the breach. The rights and remedies outlined in these Terms and Conditions are cumulative and are in addition to any other rights and remedies available under the law.

22. Confirmation of Consent.

By affixing my digital signature within PAPAYABIZ online proposal and contract platform, by manually signing or electronically endorsing an Agreement, or by verbally consenting to extend or initiate additional services, I confirm my comprehension and acceptance of the stipulated Terms and Conditions.

23. Comprehensive Agreement Clauses.

This Order, in conjunction with the Master Terms and Conditions for Web Services and any additional terms referenced therein (hereafter referred to as the "Master Terms"), accessible at PAPAYABIZ terms and conditions web page: https://papayabiz.com/terms-and-conditions, collectively constitute the full agreement between the involved parties regarding the outlined products and services. Irrespective of any differing stipulations in any purchase order or documentation supplied by the Client, the provision of any product or service by PAPAYABIZ to the Client linked to a purchase order concerning this Order is contingent upon the Client's endorsement of both this Order and the Master Terms. Should the Client propose any supplementary, divergent, or conflicting terms through a new sales contract, purchase order, or other means, such terms will automatically be considered invalid. Each person enacting this Order Form affirms their authority to sign the Agreement on behalf of the Client or PAPAYABIZ, as appropriate.