Agency Partner Agreement Terms & Conditions

Agency Partner Agreement Terms & Conditions

1.The Agreement

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.

2. 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.

3. Responsibilities

3.1 InvisiblePPC’s RESPONSIBILITY FOR RELEASE
The Agency will own the visual elements that InvisiblePPC creates for this project. InvisiblePPC will give the Agency source files and finished files and the Agency should keep them somewhere safe as InvisiblePPC is not required to keep a copy. The Agency owns all elements of text, images, and data provided by the Agency unless someone else owns them.
InvisiblePPC will own the unique combination of these elements that constitutes a complete design and InvisiblePPC will license that to the Agency, exclusively and in perpetuity for this project only unless InvisiblePPC agrees otherwise. InvisiblePPC can provide a separate estimate for that.

3.2 Agency RESPONSIBILITY FOR ACCURACY
The Agency shall be responsible for the accuracy, completeness, and propriety of information concerning its products and services which it furnishes to InvisiblePPC verbally or in writing in connection with the performance of this Agreement.

3.3 MUTUAL COOPERATION
InvisiblePPC agrees to use its best efforts to fulfill and exceed the Agencys’ expectations of the deliverables listed above. The Agency agrees to aid InvisiblePPC in doing so by making available needed information pertaining to the business and its digital assets and will cooperate in expediting the work.

4. Term of engagement

The minimum term of engagement of InvisiblePPC by a member to provide a monthly payable service is for a duration of three months, any exception to this will have to be explicitly approved by InvisiblePPC. Three full months of a management fee of service will be payable in case of earlier cancellation unless explicitly approved by InvisiblePPC.

5. Termination

5.1 Any cancellations must use the cancelation form at Invisibleppc.com.

5.2 This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party. This Agreement will also immediately terminate upon the death of the Agency, the inability of the Agency to pay the Fees required, the liquidation, dissolution, or discontinuance of InvisiblePPC by InvisiblePPC in any manner, or the filing of any petition by or against InvisiblePPC under federal or state bankruptcy or insolvency laws.

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.

6. Cancellation of Implementation in Progress

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. Terms of Payment

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.

8. Late Fees

For all overdue payments a fine of $10/day will be charged, unless otherwise agreed upon by the parties.

9. Limited License

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.

9.4 For any IPPC Services which enable you to use any software, content, equipment, or other physical or nonphysical materials owned or licensed by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific IPPC Services, and any related software, content, equipment or other materials FOR YOUR PERSONAL, AND COMMERCIAL USE IN THE COURSE OF BUSINESS OF THE MEMBER ENTITY USE ONLY.

10. Restrictions

You are prohibited from, and expressly agree that you will not:
  1. circumvent or disable any content protection system or digital rights management technology used with any IPPC Services;
  2. decompile, reverse engineer, disassemble, or otherwise reduce any IPPC Services to a human-readable form;
  3. remove identification, copyright, or other proprietary notices in or on the IPPC Services;
  4. access or use any IPPC Services in an unlawful or unauthorized manner, or in a manner that suggests an association with our content, products, services, or brands, unless you have an executed agreement with us that allows for such activity;
  5. use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any IPPC Services or any part thereof, except as expressly authorized in this Agreement or as part of the IPPC Services provided to you;
  6. introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any IPPC Services or connected network, or interfere with any person or entity’s use or enjoyment of any of the IPPC Services;
  7. access, monitor, or copy any element of the IPPC Services using a robot, spider, scraper, or other automated means or manual process without our express written permission; or
  8. sell, resell, or make commercial use of the IPPC Services, unless you have an executed agreement with us that expressly allows for such activity.

11. Third-party Services

Certain IPPCs Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”). We do not control any Third-Party Services. We additionally make no claim or representation regarding the third-party services and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our websites, application, software, or any other element of the IPPC Services. There is no implied affiliation, endorsement, or adoption by InvisiblePPC of these Third-Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and legal agreements that apply to these Third-Party Services.

12. Agency Consents

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. Assumption of Risk

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.

13.3 All recommendations are made in good faith and on the basis of information provided to us at the time. Though each Party shall make all reasonable efforts to affect the commercial success of this agreement, both Parties recognize the inherent risks in the creation and execution of new marketing campaigns, thus neither Party guarantees such success. Because the achievement of specific results is not assured, our statements shall not under any circumstances be interpreted as representations, warranties, or guarantees.

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.

14. Indemnification

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.

15. Representation

Agency agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.

16. Entire 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.

17. Counterparts

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.

18. Survival

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.

19. Severability

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.

20. Dispute Resolution

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.

21. Governing Laws

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.

22. Notices

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.

23. Limitation of Liability; Damages

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.

24. Force Majeure.

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.

25. Confidentiality

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.