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 LISTTOPER.COM and PERFORMANCE PLACEMENT SERVICE Terms and Conditions
2018



This Agreement LICENSE AGREEMENT is entered into by and
between LISTTOPER.COM and PERFORMANCE PLACEMENT SERVICE both being PERFORMANCE
PLACEMENT SERVICE LLC companies, hereinafter referred to as "PERFOREMANCE
PLACEMENT SERVICE LLC" having offices at 315 W. Elliot STE 107-196 Tempe
85284, and Applicants to any and all services; hereinafter referred to as
“Customer”, and shall be effective as of this date.

1. SERVICES. PERFOREMANCE PLACEMENT SERVICE LLC will provide the services set
forth in this agreement. PERFOREMANCE PLACEMENT SERVICE LLC will use
commercially reasonable efforts to provide a secure transmission of customer data
to and from the PERFOREMANCE PLACEMENT SERVICE LLC database located on PERFOREMANCE
PLACEMENT SERVICE LLC Internet computer network. The services and all related
software and intellectual property are hereinafter referred to as the
“Services.”

2. FEES. Customer shall pay the fees set forth during the Term of this
Agreement. PERFOREMANCE PLACEMENT SERVICE LLC may invoice Customer for these
fees on a 30-day billing cycle. By completing and submitting this form Customer agrees to have the original payment used as the payment method for any products or service that require a monthly recurring charge or fee including LISTTOPER.COM's or PERFORMANCEPLACEMENTSERVICE.COM's SEARCH ENGINE OPTIMIZATION SERVICES, SOCIAL MEDIA OPTIMIZATION SERVICES, WEBSITE HOSTING SERVICES, THIRD PARTY AND LOCAL LISTING or CITATIONS SERVICES. A 30 day advance written notice sent by postal mail to Performance Placement Service LLC at 315 W. Elliot Rd. Tempe, AZ 85254 or emailed to billing@performanceplacementservice.com is required to discontinue SUBSCRIPTION SERVICES and auto-renewal of monthly Credit Card payment or any other payment method used to begin service. Customer agrees to pre-pay for every month of
service. Customer acknowledges that all text message overages are charged in
arrears at the rate designated in their existing monthly plan. Customer shall
pay all invoices within ten (10) days of the date of invoice. There may be an
additional one time set-up fee billed with the first month of service. All
charges and fees hereunder are exclusive of federal, state and local excise,
sales, use and other taxes now or hereafter levied or imposed for the provision
of Services hereunder. Except for taxes on PERFOREMANCE PLACEMENT SERVICE LLC's
net income, Customer shall be liable for and pay all such taxes and other
levies, regardless of whether included on any invoice. PERFOREMANCE PLACEMENT
SERVICE LLC is prohibited from changing the amount, structure, method and/or
basis of the fee at any time during the term of this Agreement. Customer has
the exclusive right to upgrade or downgrade their service plan at any time with
30 days’ notice in writing to PERFOREMANCE PLACEMENT SERVICE LLC. A 30 day
written notice is required to discontinue SUBSCRIPTION SERVICE and auto-renewal
of monthly Credit Card payment or any other payment method used to begin
service.


3. GUARANTY. If Customer has been unable to utilize the services provided by PERFOREMANCE
PLACEMENT SERVICE LLC for any reason that is the fault of PERFOREMANCE
PLACEMENT SERVICE LLC, Customer shall have the right to cancel all services
provided by PERFOREMANCE PLACEMENT SERVICE LLC, and PERFOREMANCE PLACEMENT SERVICE
LLC will provide to Customer a full refund of all monies previously paid to PERFOREMANCE
PLACEMENT SERVICE LLC to Customer for the period that services were not
provided. Should Customer choose to cancel service and seek a refund, Customer
must provide written notice to PERFOREMANCE PLACEMENT SERVICE LLC within
fifteen (15) days prior to the completion of the three month of service. Said
notice must include a detailed basis for the cancellation

4. LICENSE; RESTRICTIONS. a) PERFOREMANCE PLACEMENT SERVICE LLC hereby grants
Customer a non-exclusive, non- transferable license to access and use the
Services at Customer's place of business. Customer is prohibited from
reselling, loaning or otherwise sharing the Services or divulging any related
confidential information including, but not limited to passwords or
instructional manuals. Except as expressly permitted in this Section, Customer
may not use, reproduce, transfer, share, sub license or transmit the Services
in any form or by any means without the prior written consent of PERFOREMANCE
PLACEMENT SERVICE LLC. Customer further agrees not to modify, translate,
transform, decompile, reverse engineer, disassemble, or otherwise determine or
attempt to determine source code from the Services or related software, or to
permit or authorize a third party to do so. Title to the Services, and all
related software, technical know-how, and intellectual property rights therein
are and shall remain the exclusive property of PERFOREMANCE PLACEMENT SERVICE
LLC. Customer shall not take any action to jeopardize, limit or interfere in
any manner with PERFOREMANCE PLACEMENT SERVICE LLC's ownership of, and rights
with respect to any licensed software and/or Services. b) COMPLIANCE. Customer
acknowledges and agrees that, as between Customer and PERFOREMANCE PLACEMENT
SERVICE LLC, Customer is responsible for compliance with all federal, state or
other applicable laws governing the use of the Services, including but not
limited to laws applicable to direct marketing and privacy. Customer further
acknowledges and agrees that PERFOREMANCE PLACEMENT SERVICE LLC merely provides
a routine conveyance,” as that term is defined in 15 U.S.C. § 7702 (CAN SPAM
Act), in connection with the transmission of any electronic mail messages on
behalf of Customer in connection with the Services. Customer also agrees to
comply with PERFOREMANCE PLACEMENT SERVICE LLC's polices and rules for use of
the Services, including its e-mail transmission services, as made available to
Customer and as amended by PERFOREMANCE PLACEMENT SERVICE LLC from time to time
in its sole discretion.

5. INTELLECTUAL PROPERTY RIGHTS. It is the intent of the parties that PERFOREMANCE
PLACEMENT SERVICE LLC shall own the Services, as well as all patents,
copyrights, trademarks, trade secrets and other intellectual property rights
associated with or appurtenant to the Services. Neither Customer, nor its
subsidiaries, affiliates, agents, or employees shall have any right to use the
Services other than for the purposes set forth herein. In all cases, the Services
are and shall remain the sole and exclusive property of PERFOREMANCE PLACEMENT
SERVICE LLC. Customer covenants to take no action nor commit any omission that
would be adverse to PERFOREMANCE PLACEMENT SERVICE LLC's sole and exclusive
ownership of the Services. If Customer, its subsidiaries, affiliates, employees
or any third parties obtain any rights of ownership in or use of the Services
through operation of applicable law or otherwise, Customer agrees to and hereby
transfers, grants, conveys, assigns and relinquishes exclusively to PERFOREMANCE
PLACEMENT SERVICE LLC any and all right, title and interest it has or may
acquire in the Services under patent, copyright, trade secret, trademark or
other law relating to intellectual property in perpetuity or for the longest
period otherwise permitted by law.

6. CONFIDENTIALITY. a) Customer acknowledges that the Services are the trade
secrets of PERFOREMANCE PLACEMENT SERVICE LLC. b) Each party agrees to use good
faith efforts and at least the same care that it uses to protect its own
confidential information of like importance, but in no event less than
reasonable care, to prevent unauthorized dissemination or disclosure of the
other party's confidential information both during and after the Term of this
Agreement (including without limitation, the Services). In addition, each party
shall use the other party's confidential information solely as necessary for
the performance of this Agreement. Confidential information will include, but
is not necessarily limited to (i) non-public financial information concerning
either party; (ii) information concerning either party's product line (both
current and planned), research, development, customers, and pricing and
marketing plans, unless and until publicly announced; and (iii) any information
designated as confidential in writing at or prior to disclosure. c) Except as
required by law, PERFOREMANCE PLACEMENT SERVICE LLC will not disclose to any
non-affiliated third party any non-public individually identifiable customer
data received from Customer without Customer's prior approval. PERFOREMANCE
PLACEMENT SERVICE LLC shall maintain at all times during the Term appropriate
and reasonable safeguards to protect such individually identifiable customer
data using measures no less rigorous than those used to protect PERFOREMANCE
PLACEMENT SERVICE LLC's own customers' individually identifiable data. d) The
restrictions in this Section 5 Confidential Information shall not apply to
information which: (i) has become publicly known without breach of this
Agreement or any other confidentiality obligation by the receiving party; (ii)
has been given to the receiving party by a third party with a legal right to so
disclose; (iii) was known to the receiving party at the time of disclosure as
evidenced by its written records; (iv) was independently developed by the
receiving party without reference to the other party's confidential information;
or (v) is necessary to establish the rights of either party under this
Agreement; or must be disclosed by the receiving party to comply with any
requirement of law or order of a court or administrative body (provided that
the receiving party will endeavor to notify the disclosing party of the
issuance of such order and reasonably cooperate, at disclosing party's expense,
in its efforts to convince the court or administrative body to restrict
disclosure).

7. LIMITED WARRANTY; LIMITATION OF LIABILITY. a) PERFOREMANCE PLACEMENT SERVICE
LLC PROVIDES THE SERVICES AND SOFTWARE “AS IS”AND MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS, ORAL, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, COMPLETENESS,
PERFORMANCE, NON-INFRINGEMENT, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. b) PERFOREMANCE
PLACEMENT SERVICE LLC SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR
INJURY TO ANY PERSON OR PROPERTY WHATSOEVER RESULTING FROM THE USE OF OR
INABILITY TO USE THE SERVICES OR SOFTWARE OR FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OR EXPENSES OF ANY KIND OR
NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICE FOR SOFTWARE, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPECIFICALLY, PERFOREMANCE
PLACEMENT SERVICE LLC SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR REVENUE,
OR COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOSS OF
USE OF THE SERVICES OR SOFTWARE, LOSS OF DATA, BUSINESS INTERRUPTION. COST OF
RECOVERING SOFTWARE OR DATA, COST OF SUBSTITUTE SOFTWARE OR DATA. OR OTHER
SIMILAR COSTS. IN NO EVENT SHALL PERFOREMANCE PLACEMENT SERVICE LLC'S TOTAL
LIABILITY OF ANY KIND, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE
ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO PERFOREMANCE PLACEMENT
SERVICE LLC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO
THE CLAIM.

8. INDEMNIFICATION. a) Customer assumes sole responsibility for all use of the
Services and agrees to indemnify, defend and hold PERFOREMANCE PLACEMENT
SERVICE LLC and its affiliates, and its and their respective officers,
directors, employees, agents and representatives harmless from and against any
and all claims, causes of action, suits, proceedings, demands, damages, costs,
expenses and liabilities of any kind whatsoever, including (without limitation)
legal expenses and reasonable attorneys' fees, from third parties (“Claims”),
arising out of or in any way related to (i) Customer's use of the Services,
including without limitation the use or inability to use the same, or any
errors or omissions in the same, or (ii) any breach by Customer of this
Agreement. b) If a preliminary or final judgment shall be obtained against
Customer's use of the Services by reason of a Claim that the Services infringe
or misappropriate the intellectual property rights of a third party or if the
Services are likely to become the subject of such a Claim, PERFOREMANCE
PLACEMENT SERVICE LLC shall at its option and expense either procure for
Customer the right to continue to use the Services as provided in this
Agreement, or replace or modify the Services with a version of Services that is
non-infringing, but performing substantially similar functions. In the event
that neither of the foregoing options is commercially reasonable in PERFOREMANCE
PLACEMENT SERVICE LLC's sole judgment, PERFOREMANCE PLACEMENT SERVICE LLC shall
cease providing the Services to Customer and refund to Customer any pre-paid
license fees paid by Customer for the remainder of the Term. THE RIGHTS AND
OBLIGATIONS IN THIS SECTION 7(b) ARE PERFOREMANCE PLACEMENT SERVICE LLC'S SOLE
AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

9. TERMS AND TERMINATION a) The term of this agreement shall commence upon
acceptance herein and shall continue for a period of One (1) year. Thereafter,
this Agreement shall automatically renew on a month-to-month term unless either
party provides written notice to the other party that it will not renew, such
notice to be given at least thirty (30) days prior to the expiration of the
then-existing Term. b) Either party may terminate this Agreement immediately
for any breach of this Agreement by the other party that is not cured within
thirty (30) days after receipt of written notice of the breach from the non-breaching
party; provided however, such cure period shall not apply if Customer is in
breach of Section 3 License; Restrictions of this Agreement, or if either party
is in breach of Section 5 Confidentiality, and further provided, however, that
the cure period for the breach of an obligation to pay fees when due shall be
ten (10) days. PERFOREMANCE PLACEMENT SERVICE LLC may terminate this Agreement
at any time without cause upon thirty (30) days written notice to Customer.
Page 2 VOID IF ALTERED - Rev: 01/21/09 c) This Agreement shall be immediately
terminated upon the dissolution or bankruptcy of Customer, the filing of a
bankruptcy petition by or against Customer or a general arrangement or
assignment by Customer for the benefit of creditors. d) Following expiration or
termination of this Agreement for any reason, all rights and licenses granted
herein shall terminate and Customer shall immediately cease use of and certify
to PERFOREMANCE PLACEMENT SERVICE LLC that it has destroyed all copies of the
Services and related software. e) Termination or expiration of this Agreement
for any reason shall not release any party from any liabilities or obligations
set forth in this Agreement that by their nature would be intended to be
applicable following any such termination or expiration. f) PERFOREMANCE
PLACEMENT SERVICE LLC reserves the right to suspend the Services or terminate
this Agreement in the event that a payment due remains unpaid three (3)
business days after Customer has been notified of such non-payment.

10. INJUNCTIVE RELIEF. Each party acknowledges that the Services are unique
property, and that the unauthorized use or disclosure thereof shall cause PERFOREMANCE
PLACEMENT SERVICE LLC irreparable harm that could not be adequately compensated
by monetary damages. Accordingly, in addition to any other remedies available
to it at law or in equity, PERFOREMANCE PLACEMENT SERVICE LLC will be entitled
to injunctive relief to enforce the terms of this Agreement, including to
prevent any actual or threatened unauthorized use or disclosure of confidential
information or the Services.

11. GOVERNING LAW; DISPUTE RESOLUTION. a) This Agreement will be construed in
accordance with and governed by the laws of the State of Arizona, without
regard to principles of conflicts of law. Any disputes under this Agreement
shall be brought in Maricopa County, Arizona. In the event that the Dispute
Resolution section is invalidated, the parties hereto consent to the
jurisdiction of any local, state or federal court in which an action is
commenced and located in accordance with the terms of this Section and that is
located in Maricopa County, Arizona. The parties further agree not to disturb
such choice of forum, and if not resident in such state, waive the personal
service of any and all process upon them, and consent that such service of
process may be made by certified or registered mail, return receipt requested,
addressed to the parties as set forth herein. b) Any dispute or claim arising
hereunder shall be submitted to binding arbitration in Maricopa County,
Arizona, and conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (AAA), and the parties expressly waive any
right they may otherwise have to cause any such action or proceeding to be
brought or tried elsewhere. The parties hereunder further agree that: (i) any
request for arbitration shall be made in writing and must be made within a
reasonable time after the claim, dispute or other matter in question has
arisen; provided however, that in no event shall the demand for arbitration be
made after the date that institution of legal or equitable proceedings based on
such claim, dispute, or other matter would be barred by the applicable statutes
of limitations; (ii) the appointed arbitrator must be a former or retired judge
or attorney at law with at least ten (10) years’ experience in the substantive
area of this Agreement; (iii) the award or decision of the arbitrator, which
may include equitable relief, shall be final and judgment may be entered on
such award in accordance with applicable law in any court having jurisdiction
over the matter. c) In any action, arbitration, or other proceeding by which
one party either seeks to enforce its rights under the Agreement, or seeks a
declaration of any rights or obligations under the Agreement, the prevailing
party will be entitled to reasonable attorney's fees and reasonable costs and
expenses incurred to resolve such dispute and to enforce any final judgment. In
addition, if Customer or Customer's account is referred to an attorney or
collection agency for collection, Customer will pay for all collection fees,
costs and expenses incurred by PERFOREMANCE PLACEMENT SERVICE LLC, including
attorneys' fees and fees of collection agencies.

12. GENERAL. a) Press Releases. PERFOREMANCE PLACEMENT SERVICE LLC may issue
press releases and other marketing and promotional material describing the
relationship created by this Agreement. Customer shall have thirty (30) days to
review such material prior to its release. PERFOREMANCE PLACEMENT SERVICE LLC
may use specific information previously reviewed for public release by
Customer, without further approval. b) Notices. All notices and other
communications to each party must be in writing and sent to the party at the
address specified in this Agreement or to such alternative address as either
party may furnish in writing to the other from time to time. If to PERFOREMANCE
PLACEMENT SERVICE LLC, Attention: Legal Department. Unless otherwise agreed,
notice shall be deemed given (i) upon receipt when delivered personally, (ii)
upon written verification of receipt from overnight courier, (iii) upon
verification of receipt of registered or certified mail, or (iv) upon
verification of receipt via facsimile. c) Force Majeure. Neither party shall be
liable or deemed to be in default for any delays or failure in performance
resulting directly or indirectly from any cause or circumstances beyond its
reasonable control, including but not limited to acts of God, war or warlike
conditions, terrorism, riot, embargoes, acts of civil or military authority,
fire, flood, accidents, strikes or labor shortages, sabotage, Internet failure,
transportation facilities shortages, fuel or materials or for failures of
equipment, telecommunications facilities or third party software programs. d)
Severability. If any term or condition hereof is found by a court or
administrative agency to be invalid or unenforceable, the remaining terms and
conditions hereof shall remain in full force and effect and shall be
enforceable to the maximum extent permitted by law. e) Waiver. The failure of
either party to enforce any provision of this Agreement shall not constitute or
be construed as a waiver of such provision or of the right to enforce it at a
later time. A party's remedies set forth herein are not exclusive and are in
addition to any and all other remedies available at law or in equity, none of
which shall be deemed as waived by virtue of a party's exercise of any other
remedy. f) Entire Agreement. This Agreement and related exhibits and
attachments represent the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior agreements
and understandings. There are no representations, warranties, promises,
covenants or undertakings, except as described herein. g) Service Enhancements.
PERFOREMANCE PLACEMENT SERVICE LLC reserves the right to add or delete programs
or services as part of our continued enhancement of the Services. PERFOREMANCE
PLACEMENT SERVICE LLC will give Customer thirty (30) days’ notice of any such
changes and any fee increases or decreases related thereto. h) Amendment.
Except where otherwise provided herein, this Agreement may not be amended or
otherwise modified except by an Addendum signed by the parties hereto. i)
Assignment. Customer may not sell, mortgage, assign or otherwise transfer this
Agreement or any of its rights or obligations hereunder to any other person or
entity, without the express written consent of PERFOREMANCE PLACEMENT SERVICE
LLC. Page 3 VOID IF ALTERED - Rev: 01/21/09 j) Aggregate Reports.
Notwithstanding anything to the contrary contained in this Agreement, PERFOREMANCE
PLACEMENT SERVICE LLC may track, analyze, and/or create reports related to
aggregate activity in connection with Customer's use of the Services and share
such information with its affiliated companies. PERFOREMANCE PLACEMENT SERVICE
LLC and such companies may utilize such information to create, market, and sell
products and services. Customer has the right to grant PERFOREMANCE PLACEMENT
SERVICE LLC and such companies the foregoing rights. k) Independent
Contractors. The relationship of the parties will be that of independent
contractors. Neither of the parties will have, and will not represent that it
has, any power to bind the other or to create any obligation on behalf of the
other. Nothing stated in this Agreement shall be construed as constituting or
as creating the relationships of employer/employee, fiduciary, principal/agent,
partnership, joint venture or representative of the other. l) Third Party
Beneficiaries. This Agreement is not intended to benefit any third party and
the parties do not intend to create any third party beneficiary rights under
this Agreement. m) Precedent. The preprinted terms and conditions of any
purchase order or other document issued by Customer in connection with this
Agreement shall not be binding on PERFOREMANCE PLACEMENT SERVICE LLC and shall
not be deemed to modify this Agreement. n) Ownership of Data: Databases
collected via text, web, or paper are the sole and exclusive property of
Customer. This data can be downloaded and used by Customer only, and cannot be
sold, transferred, used, or disseminated by any other party without the express
written permission from Customer.

13. NOTICES. a) Do not accept this contract before you read it IN WITNESS
WHEREOF, the parties have caused this Agreement to be accepted by their duly
authorized representative.



LISTTOPER.COM's or PERFORMANCEPLACEMENTSERVICE.COM's SEARCH ENGINE OPTIMIZATION SERVICES, SOCIAL MEDIA OPTIMIZATION SERVICES, WEBSITE HOSTING SERVICES, THIRD PARTY AND LOCAL LISTING or CITATIONS SERVICES ARE  MONTHLY RECURRING SUBSCRIPTION FEE SERVICES. A 30 day advance written notice sent by postal mail to Performance Placement Service LLC at 315 W. Elliot Rd. Tempe, AZ 85254 or emailed to billing@performanceplacementservice.com is
required to discontinue SUBSCRIPTION SERVICES and auto-renewal of monthly Credit
Card payment or any other payment method used to begin service. 



 

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