Effective Date: January 1st 2026
These Terms of Service ("Terms") are entered into by and between Couch Potato LLC, doing business as ClearPath Digital ("Provider," "we," "us," or "our"), and the business customer identified at checkout, in an order form, invoice, proposal, or other purchase flow ("Client" or "you").
By submitting payment, accepting an invoice, signing an order, clicking to agree, or using any service provided by ClearPath Digital, Client agrees to these Terms. These Terms apply to all services, subscriptions, hosting, websites, development work, digital tools, support, and deliverables provided by Provider, unless a separate written agreement signed by both parties states otherwise.
Provider offers services for business use only, not for personal, family, or household use. By purchasing, Client represents that it is purchasing for business purposes.
If the person accepting these Terms is acting for a sole proprietorship, that person is personally liable for all obligations under this Agreement. If the person accepting these Terms is acting on behalf of a business that has not yet been legally formed, is not in good standing, or was not properly identified during checkout, that person agrees to be personally liable for all amounts owed unless and until Provider agrees in writing to substitute a legally formed entity.
The individual accepting these Terms represents and warrants that they have full authority to bind Client to this Agreement. If that individual lacks authority, that individual will be personally responsible for any resulting loss, cost, or unpaid balance.
Provider may provide website design, development, hosting, maintenance, support, digital tools, content implementation, and related services. The specific services purchased by Client may be described in a checkout page, invoice, proposal, service page, onboarding form, order summary, or other written communication from Provider.
If there is any conflict between these Terms and a service-specific written scope issued by Provider, the service-specific scope will control only for that service.
Unless Provider states otherwise in writing, all recurring service plans begin with a non-cancelable initial term of six (6) months starting on the date of the first payment or service activation, whichever occurs first.
Client remains responsible for all charges due during the initial term, regardless of early cancellation, non-use, business closure, dissatisfaction, failure to respond, failure to provide materials, or suspension for nonpayment.
After the initial term ends, the service will automatically renew on a month-to-month basis until either party cancels in writing before the next billing date.
Client authorizes Provider and its payment processor to charge the payment method provided for all fees, recurring subscription charges, add-on services, approved one-time charges, taxes if applicable, reinstatement fees, chargeback fees, collection-related amounts allowed by this Agreement, and any past-due balance.
Client authorizes recurring billing until all amounts owed are paid in full. If a payment fails, Client authorizes Provider and its payment processor to retry the charge using the payment credentials on file and any updated or replacement credentials made available through the payment processor’s standard account updater or card updater services, where supported.
Client must keep a valid payment method on file at all times during any active term. Client must promptly update billing information upon request. Failure to maintain a valid payment method is a material breach of this Agreement.
All fees are non-refundable unless Provider expressly agrees otherwise in writing. Setup fees, build fees, development work, custom work, onboarding work, hosting fees already incurred, and digital services already performed are non-refundable.
Provider may invoice Client for any amount not successfully collected by automatic billing. Invoiced amounts are due upon receipt unless Provider states otherwise in writing.
Client may not withhold, offset, reverse, or reduce payment based on any claim, dispute, complaint, or alleged defect unless required by law. Client’s payment obligations are independent of any other dispute.
Client is in default if any payment is not made when due, any charge is declined or reversed, any chargeback or payment dispute is initiated, Client fails to maintain a valid payment method, or Client otherwise breaches these Terms.
Provider may suspend services immediately upon default, without liability, notice beyond ordinary billing or delinquency notice, or further obligation to continue performance during the default period.
If the default is not cured within five (5) calendar days after notice is sent to Client’s email address on file or by text message or other written communication previously used between the parties, Provider may do any or all of the following:
Client agrees that suspension, disabling, or removal of the website or services after uncured default is a reasonable contractual remedy and not a penalty.
If Client fails to pay any amount owed, Client is responsible for all reasonable costs of collection and enforcement to the fullest extent permitted by law, including filing fees, court costs, service fees, collection agency fees, payment processor dispute fees, chargeback fees, skip-tracing costs, and reasonable attorney fees if counsel is used.
If Client initiates a chargeback or payment dispute for a valid charge, Provider may suspend services immediately and charge a chargeback administration fee of $35.00, in addition to any unpaid balance and any processor-imposed dispute fees.
Client agrees that Provider may submit these Terms, billing records, checkout records, IP logs, service records, messages, invoices, and account notes in response to any payment dispute, chargeback, or legal claim.
Unless Provider expressly agrees otherwise in writing, all websites, code, layouts, templates, systems, automations, frameworks, processes, backend configurations, design structures, and related materials created or provided by Provider remain the sole property of Provider.
During any active paid term and while Client is in good standing, Provider grants Client a limited, revocable, non-exclusive, non-transferable license to use the website and related deliverables solely for Client’s business operations.
If Client’s account is suspended, terminated, canceled, or in default, the license immediately ends unless Provider states otherwise in writing. Client has no right to continue using, copying, hosting, exporting, duplicating, or recreating Provider-owned materials after termination or default.
Client retains ownership of Client’s pre-existing trademarks, logos, brand assets, and content supplied by Client. Client grants Provider a non-exclusive license to use such materials as needed to perform the services.
Client is solely responsible for:
Provider does not guarantee ADA compliance, privacy compliance, advertising compliance, industry-specific compliance, or legal sufficiency unless expressly agreed in a separate written engagement.
Provider does not guarantee leads, rankings, conversions, traffic, revenue, sales, search visibility, uptime from third-party providers, business results, or any specific outcome. Client agrees it is not relying on any statement, promise, or expectation not expressly contained in a written scope issued by Provider.
Provider may suspend or terminate services immediately for nonpayment, chargebacks, abusive behavior, unlawful use, misuse of the services, security concerns, or material breach.
Upon termination or suspension:
Services are provided on an “as is” and “as available” basis to the fullest extent permitted by law. Provider disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
To the fullest extent permitted by law, Provider’s total liability arising out of or relating to any claim, dispute, service, or transaction shall not exceed the total amount actually paid by Client to Provider during the thirty (30) days immediately preceding the event giving rise to the claim.
Provider will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost opportunities, downtime, business interruption, or reputational harm, even if advised of the possibility of such damages.
Client agrees to defend, indemnify, and hold harmless Provider, its owners, members, officers, employees, contractors, and affiliates from and against any third-party claims, demands, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to Client’s business, Client’s website content, Client’s offers, Client’s products or services, Client’s marketing, Client’s misuse of the services, or Client’s breach of these Terms.
These Terms are governed by the laws of the State of Idaho, without regard to conflict of law principles.
Client agrees that any claim brought by Provider for unpaid fees, collections, enforcement of payment obligations, recovery of Provider property, injunctive relief, or misuse of Provider-owned materials may be brought by Provider in small claims court or any state or federal court of competent jurisdiction in Idaho, and Client consents to personal jurisdiction and venue there.
For any claim brought against Provider by Client, Client agrees that the exclusive venue will be the state or federal courts located in Idaho, unless Provider elects in writing to require binding arbitration for that specific claim.
Client agrees that electronic records, electronic signatures, click-through acceptance, stored checkout records, invoices, payment processor records, emails, text messages, and ordinary digital communications may be used to prove the existence and terms of this Agreement and any default, authorization, approval, or balance due.
Any notice under these Terms may be sent to the latest email address, phone number, billing address, or messaging channel provided by Client or previously used between the parties. Notice is effective when sent.
Provider may update these Terms from time to time by posting an updated version on its website or by otherwise providing notice. The version in effect at the time of Client’s purchase or renewal will apply to that transaction unless Client affirmatively agrees to a newer version sooner.
These Terms, together with any applicable checkout page, invoice, proposal, order summary, and written scope issued by Provider, form the entire agreement between the parties and supersede prior discussions, statements, or understandings regarding the subject matter.
If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law. A waiver of any breach is not a waiver of any later breach.
ClearPath Digital
Legal name: Couch Potato LLC
Email: cpdigital365@gmail.com
Website: https://cp-digital.online
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