Partner Membership Agreement
This Membership Agreement hereinafter referred to as "Agreement," is entered into and made effective as of March 23, 2023 by and between Incognitopros LLC ("Organization"), a limited liability company, organized under the laws of the state of Texas, with its principal place of business at 260 ADDIE ROY RD STE 130 AUSTIN, TX USA 78746 and all current and future members of the “Member Organization,” located at specifically here the following member: ("Member"), the current individual.Name: Title: Email: agreeing to the terms of this Agreement.
Organization and Member may be referred to individually as "Party" and collectively as the "Parties."
WHEREAS, Organization is designed for the following purpose, elaborated on more fully below as White-label digital marketing services and training;
WHEREAS, Member would like to join Organization and acknowledges and agrees to be bound by the terms and conditions listed herein;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do agree as follows:
1. MembershipThis Agreement forms a legally binding agreement between Member and Organization and governs the Member's access and use of the Organization's services (the "Membership Services"). This Agreement also covers the Organization's provision of services (the "Membership Services"). Hereinafter, "you" and other third-person pronouns will refer to Member.
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP 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 MEMBERSHIP SERVICES.
2. Membership ServicesThe Membership Services provided by Organization are as follows:
Member Services may vary from time to time such that services listed in this agreement are removed or added to as the Organization sees fit to better and more efficiently service the Members.
The Membership Services will specifically include the ability and responsibility of the Organization to deal with all requisite third parties.
3. Responsibilities3.1 THE Organization's RESPONSIBILITY FOR RELEASEThe Member will own the visual elements that the Organization creates for this project. The Organization will give the Member source files and finished files and the Member should keep them somewhere safe as the Organization is not required to keep a copy. The Member owns all elements of text, images, and data provided by the Member unless someone else owns them. The Organization will own the unique combination of these elements that constitutes a complete design and the Organization will license that to the Member, exclusively and in perpetuity for this project only unless the Organization agrees otherwise. The Organization can provide a separate estimate for that.3.2 Member RESPONSIBILITY FOR ACCURACYThe Member shall be responsible for the accuracy, completeness, and propriety of information concerning its products and services which it furnishes to the Organization verbally or in writing in connection with the performance of this Agreement.3.3 MUTUAL COOPERATIONThe Organization agrees to use its best efforts to fulfill and exceed the Members' expectations of the deliverables listed above. The Member agrees to aid the Organization in doing so by making available needed information pertaining to the business and its digital assets and will cooperate in expediting the work.
4. FeesThe minimum term of this agreement is the later of 105 days from the date of signing or 90 days from the campaign launch.
5. Termination5.1 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 Member, the inability of the Member to pay the Fees required, the liquidation, dissolution, or discontinuance of the Organization by the Organization in any manner, or the filing of any petition by or against the Organization under federal or state bankruptcy or insolvency laws.5.3 If upon termination there exist any materials furnished by the Organization or any services performed by the Organization for which the Member has not paid the Organization in full, until such time as the Member has paid the Organization in full the Member agrees not to use any such materials, in whole or in part, or the product of such services.
6. Cancellation of Implementation in ProgressThe Member has the right to modify, reject, cancel, or stop any and all implementation work in process. However, the Member agrees to reimburse the Organization for all costs and expenses the Organization incurred prior to the Member'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. The Organization agrees to use its best efforts to minimize such costs and expenses.
7. Terms of Payment7.1 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 the Organization including, but not limited, to a cessation of ongoing projects until the payment is received with appropriate interest, and the Organization will not be liable for any losses experienced by the Member as a result of these changes.7.3 In the event that the Organization incurs legal fees, costs, and disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, the Member agrees to reimburse the Organization for these expenses.
8. Late FeesFor all overdue payments a fine of $10/day will be charged, unless other wise agreed upon by the parties.
9. Limited License9.1 Member acknowledges and agrees that the Organization'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 the Organization or its affiliates, licensors, or supplier9.2 Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property, proprietary, and confidential information of Organization and its affiliates, licensors, and suppliers.9.3 Member expressly agrees not to do anything inconsistent with Organization's ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of Organization or any third party.9.4 For any Membership 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 Membership 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. RestrictionsYou are prohibited from, and expressly agree that you will not:
12. Member Consents12.1 Member agrees to hold the Organization, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Member while participating in the Membership Services.12.2 Member agrees that the Organization offers its membership program with no guarantee of results of any kind. Member agrees that any results that occur during their membership, whether positive or negative, are the effects of Member's own personal choices.12.3 Member agrees and verifies that all of the information they have given the Organization and its representatives is accurate, up to date, and without the omission of any requested information.12.4 Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Organization harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions.12.5 Member agrees to notify the Organization Membership Group of any changes or upcoming changes concerning their personal information.
13. Assumption of Risk13.1 Member agrees and understands that their participation in the Membership Services may involve risks. These risks may lead to tangible or intangible harm, and Member 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, Member chooses, of their own will and volition, to continue participating in the Membership 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.
14. IndemnificationMember agrees to defend and indemnify Organization 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 Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that Organization shall be able to select its own legal counsel and may participate in its own defense if so desired.
15. RepresentationMember 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 Member and the Organization 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. CounterpartsThis 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. SurvivalAny provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
19. SeverabilityIf 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 ResolutionIn 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 the Organization 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 LawsThis 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. NoticesAll 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;THE ORGANIZATION'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 THE ORGANIZATION BY MEMBER UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. IN NO EVENT SHALL THE ORGANIZATION 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.The Organization 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 the Organization’s reasonable control.
25. ConfidentialityThe Organization 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 the Organization on behalf of the Member or disclosed by the Member to the Organization.
Document Confidentiality: The contents of this Agreement are confidential and may not be shared by the Member without the prior written permission of the Organization.
26. HeadingsHeadings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
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Signed by Chinmayi Kulkarni, COO at InvisiblePPC
Signed On: May 16, 2022
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Document Name: Partner Membership Agreement
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