This Agreement forms a legally binding agreement between Agency Partner and InvisiblePPC and governs the Agency’s access and use of InvisiblePPC’s services (the “IPPC Services”). This Agreement also covers InvisiblePPC’s fullfilment of services (the “IPPC Services”). Hereinafter, “you” and other third-person pronouns will refer to Agency.
BY ACCESSING OR USING ANY OF THE IPPC SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE IPPC SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE IPPC SERVICES.
The IPPC Services including all Marketing and Adversitising Services fulfilled by InvisiblePPC and associates working with InvisiblePPC.
The IPPC Services will specifically include the ability and responsibility of InvisiblePPC to deal with all requisite third parties.
5.1 Any cancellations must use the cancelation form at Invisibleppc.com.
5.3 If upon termination there exist any materials furnished by InvisiblePPC or any services performed by InvisiblePPC for which the Agency has not paid InvisiblePPC in full, until such time as the Agency has paid InvisiblePPC in full the Agency agrees not to use any such materials, in whole or in part, or the product of such services.
The Agency has the right to modify, reject, cancel, or stop any and all implementation work in process. However, the Agency agrees to reimburse InvisiblePPC for all costs and expenses InvisiblePPC incurred prior to the Agency’s change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. InvisiblePPC agrees to use its best efforts to minimize such costs and expenses.
7.1 All payments will be made via Pre-Authorized credit card or if invoiced then through ACH.
7.2 In case of overdue invoices, the scope, nature, and extent of delivery of the services promised in the overdue invoices will be up to the discretion of InvisiblePPC including, but not limited, to a cessation of ongoing projects until the payment is received with appropriate interest, and InvisiblePPC will not be liable for any losses experienced by the Agency as a result of these changes.
7.3 In the event that InvisiblePPC incurs legal fees, costs, and disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, the Agency agrees to reimburse InvisiblePPC for these expenses.
For all overdue payments a fine of $10/day will be charged, unless otherwise agreed upon by the parties.
9.1 Agency acknowledges and agrees that InvisiblePPC’s name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by InvisiblePPC or its affiliates, licensors, or supplier
9.2 Agency acknowledges and agrees that the source and object code of certain IPPC Services and the format, directories, queries, algorithms, structure, and InvisiblePPC of the same are the intellectual property, proprietary, and confidential information of InvisiblePPC and its affiliates, licensors, and suppliers.
9.3 Agency expressly agrees not to do anything inconsistent with InvisiblePPC’s ownership of all of the intellectual property discussed herein. Agency further agrees that there are no rights, title, or interest in or to any IPPC Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Agency is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of InvisiblePPC or any third party.
You are prohibited from, and expressly agree that you will not:
12.1 Agency agrees to hold InvisiblePPC, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Agency while participating in the IPPC Services.
12.2 Agency agrees that InvisiblePPC offers its membership program with no guarantee of results of any kind. Agency agrees that any results that occur during their membership, whether positive or negative, are the effects of Agency’s own personal choices.
12.3 Agency agrees and verifies that all of the information they have given InvisiblePPC and its representatives is accurate, up to date, and without the omission of any requested information.
12.4 Agency agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold InvisiblePPC harmless against all liability for any damages that may occur to Agency or others because of Agency’s actions or inactions.
12.5 Agency agrees to notify InvisiblePPC IPPC Group of any changes or upcoming changes concerning their personal information.
13.1 Agency agrees and understands that their participation in the IPPC Services may involve risks. These risks may lead to tangible or intangible harm, and Agency agrees that these risks may result not only from their own actions but also from the actions of others.
13.2 With the knowledge and understanding of these risks, Agency chooses, of their own will and volition, to continue participating in the IPPC Services.
13.4 We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you’ve advised us of them.
13.5 There will be no refund under any circumstances on Agency Partner Fees, Setup fees after onboarding call is completed, and management fees after the campaign goes live.
Agency agrees to defend and indemnify InvisiblePPC and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Agency’s use or misuse of the activities, Agency’s breach of this Agreement, or Agency’s conduct or actions. Agency agrees that InvisiblePPC shall be able to select its own legal counsel and may participate in its own defense if so desired.
Agency agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.
This Agreement constitutes the entire understanding between the Agency and InvisiblePPC with respect to any and all use of the activities and facilities. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties’ relationship.
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Texas.
Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by InvisiblePPC will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Notwithstanding anything to the contrary herein, either party may seek preliminary injunctive relief to preserve the status quo prior to the submission of a claim to arbitration.
This Agreement shall be governed by the laws of the State of Texas, USA. It is agreed by the parties to this agreement, that all disputes and matters whatsoever arising under or in connection with this Agreement (whether it be under contract, tort, other legal theories, or specific statutes) shall be adjudicated, if at all, in and before a court located in Austin, TX, USA, to the exclusion of the courts of any other province, state, or country.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.
InvisiblePPC’S SOLE LIABILITY TO MEMBER FOR ANY LOSS, LIABILITY OR DAMAGE, INCLUDING ATTORNEY’S FEES, FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY EXHIBIT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO MEMBER’S ACTUAL DIRECT OUT-OF-POCKET EXPENSES WHICH ARE REASONABLY INCURRED BY MEMBER AND SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID TO InvisiblePPC BY MEMBER UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. IN NO EVENT SHALL InvisiblePPC BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR LOST PROFITS, LOST DATA, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE BASIS OF THE CLAIM.
InvisiblePPC shall not be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, snowstorm, epidemic, pandemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond InvisiblePPC’s reasonable control.
InvisiblePPC acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by InvisiblePPC on behalf of the Agency or disclosed by the Agency to InvisiblePPC.
Document Confidentiality: The contents of this Agreement are confidential and may not be shared by the Agency without the prior written permission of InvisiblePPC.
