Credit Now N Later

These Terms and Conditions (these “Terms and Conditions”), together with all invoices (each a “Invoice(s)”) issued by Credit Now N Later (“CNNL”) to you (“Client”), govern each sale of credit repair products and services sold by CNNL to Client (collectively, “Products”).
Exclusive Terms and Conditions. The parties intend for these Terms and Conditions, together with each applicable Invoice(s), to exclusively govern and control each of the parties’ respective rights and obligations regarding the sale of Products. Client’s acceptance of Products is strictly limited to these Terms and Conditions and each applicable Invoice(s). Without limiting the foregoing, any additional or different terms contained in any purchase order or other request or communication from Client pertaining to Products, or any attempt to modify, supersede, supplement, or otherwise alter these Terms and Conditions or any Invoice(s), will not modify these Terms and Conditions or any Invoice(s) nor be binding on the parties. In the event of a conflict between these Terms and Conditions and a Invoice(s), these Terms and Conditions will control, except for terms relating to item description, quantity, specifications, price, or payment, in which case the applicable Invoice(s) will control.
Sale of Products, Price, and Payment. CNNL shall sell to Client, and Client shall purchase from CNNL, Products set forth on the applicable Invoice(s), at the prices set forth on the applicable Invoice(s) (the “Prices”) and upon these Terms and Conditions. CNNL accepts an order by confirming the order in writing or by delivering the applicable Products to Client, whichever occurs first. Client cannot cancel an order without the written consent of CNNL. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Client. CNNL reserves the right to make changes in design, manner of construction, or use of materials at any time without incurring any obligation toward Client or any user of the Products.
Client shall make all payments due to CNNL upon the terms set forth on the applicable Invoice(s) in immediately available funds. Client shall reimburse CNNL for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.
CNNL has no obligation to manufacture, supply, or sell any quantity of Products to Client beyond those identified in each Invoice(s) accepted by CNNL.
Client shall not, and acknowledges that it will have no right, under these Terms and Conditions, any other agreement, document or law, to withhold, offset, recoup, or debit any amounts owed to CNNL against any other amount owed to it by CNNL.
Limitation of Liability.
(a) IN NO EVENT WILL CNNL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, PRODUCTS OR IN CONNECTION WITH ANY BREACH UNDER THESE TERMS AND CONDITIONS OR ANY INVOICE(S), REGARDLESS OF (A) WHETHER THE DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT WILL CNNL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO PRODUCTS OR THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CNNL FOR THE PRODUCTS DIRECTLY RELATED TO THE LIABILITY.
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF PRODUCTS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY CNNL, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS.
Intellectual Property. Except for product designs provided by Client, all intellectual property rights in and related to the Products (and all accompanying information, specifications, and drawings), including any replication, copy, derivative, improvement, or progeny thereof, shall be and remain, vested in CNNL (“CNNL IP”), and under no circumstances shall Client have any right under or to CNNL IP. Client shall not use any CNNL IP without CNNL’s prior written consent.
Compliance with Law. Client is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Client has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to own the Products and carry out its obligations under these Terms and Conditions.
Indemnification. Client shall indemnify, defend, and hold harmless CNNL and its shareholders, officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification under these Terms and Conditions or any Invoice(s) and the cost of pursuing any insurance providers, in any way relating to a claim arising out of or occurring in connection with (a) Client’s labeling of Products or claims made by Client in connection with Products, (b) Client’s negligence or omissions, (b) Client’s breach of these Terms and Conditions, or (c) Client’s violation of applicable laws, regulations, or ordinances or a third party’s intellectual property rights. Client shall not enter into any settlement without CNNL’s or Indemnified Party’s prior written consent, which will not be unreasonably withheld.
Termination. In addition to any remedies that may be provided in these Terms and Conditions, CNNL may terminate any outstanding order, these Terms and Conditions, and any Invoice(s) with immediate effect upon written notice to Client, if Client: (i) fails to pay any amount when due under these Terms and Conditions or any Invoice(s); (ii) has not otherwise performed or complied with these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. If Client requires CNNL to hold a specific minimum amount of inventory on-hand for order fulfillment, Client shall purchase any remaining amounts of such inventory upon termination of these Terms and Conditions.
Compensation.
Client shall pay the deposit to the CNNL (the “Deposit”), which the CNNL shall hold as security throughout the duration of the Work.
CNNL shall invoice Client for Work performed and costs and expenses incurred since the most-recent invoice. Payment is due immediately on the date of invoice. The invoice will set forth in reasonable detail the basis of the charges.
Entire Agreement. These Terms and Conditions, together with each Sales Document, constitute the entire agreement between the parties and supersedes all other communications, oral and written, between the parties relating to the subject matter hereof. These Terms and Conditions may be amended, modified, or supplemented from time-to-time by CNNL.
Independent Contractor. Each party shall be considered to be an independent contractor under the Sales Documents and these Terms and Conditions. The relationship between the parties shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Neither party shall have the right to bind the other party to any contract or other commitment.