PPC Contracted Services Agreement
This Easy As Pie Design Contracted Services Agreement (“Agreement”) is entered into on the date of first payment between Gray Lux, INC company dba as The Easy As Pie Design, with its registered office at 23908 Bothell Everett Hwy #B202 Bothell, WA 98021 (“Company”, “Easy As Pie Design”, or “we”), and the Customer as identified within the first payment processor as identified within your Easy As Pie Design customer billing name (“Customer” or “you”). This Agreement contains, among other things, class action, arbitration, warranty disclaimers, liability limitations and use limitations. The agreement and contract is adhered to and accepted when the first payment is made.
1.0 Services
1.1 LENGTH
The term of this contract is valid for 12 months (“Initial Term”). Failure to complete the agreed-upon Initial Term shall result in financial charges related to an estimate of cost and services that are allocated in section 4.2. After the expiration of the Initial Term, this campaign shall automatically renew monthly on the renewal date until terminated by either party.
If the contract is not renewed or extended after this term, and the Client continues the campaign without a contract, the Client will be charged a monthly minimum of $2,500.00, for ad spend up to $4,9999. $6000.00 for ad spend up to $9,999.00, $12,000.00 for ad spend up to $24,999.00.
1.2 TOTAL COST OF YOUR AGREEMENT
The total cost for the Services provided during the 1-Year term is given via invoice with a 6-month opt-out option with 0 penalty fee.
In addition to the total contract cost outlined in Section 1.3 of this Agreement, if any payment is not made within 5 days of the due date, also referred to as the campaign renewal date, in addition to the sum due there shall be a late payment penalty due in an amount equal to twenty-eight percent (28%) of the payment due OR a minimum late fee of $3500.00, whichever is more. This late fee will automatically be charged to the default card or account on file five (5) days after the failed renewal payment. This late fee is non-refundable.
Please be aware that the total cost for Services does not include any fees for any additional services selected or other charges and does not include any additional fees owed after the expiration of the Initial Term. Aside from the fees owed for Services, the Customer agrees that it shall be responsible for any state or federal taxes related to such Services and agrees to pay such fees in a timely manner (whether such fees are charged by the Easy As Pie Design or otherwise).
1.3 COST BREAKDOWN
Your first payment is in the amount of the first month of a 1-year package. (This includes a flat setup fee if applicable)
All subsequent months or periods shall be billed 1 year packaged divided into equal 12 payments and shall recur until terminated by either party.
1.4 SERVICES
The “Services” offered by the Easy As Pie Design may include search engine optimization, search engine marketing, or other services as offered through the Easy As Pie Design website and as selected by the Customer.
2.0 Mutual Cooperation
2.1 TIMELY APPROVALS
Oftentimes the Easy As Pie Design shall require approvals or inputs from you to create any deliverables as selected by you. Please be aware that your cooperation is required and we are not responsible for any delays in production related to untimely approvals
2.2 AUTO-APPROVED CAMPAIGNS
If applicable for some Services, you may have an opportunity to approve or reject the strategy in your campaigns. If you don’t approve the strategy within your campaign within 5 days, your campaign will automatically approve the strategy to prevent delays. This means as part of the Service offerings you agree to let us make all decisions related to your campaign strategy
2.3 USER CONTENT
Any content submitted by the Customer in the performance of the Services by the Easy As Pie Design is considered “User Content” as defined by the Easy As Pie Design Terms of Service and shall be subject to all User Content provisions as set forth within the Terms of Service. The Customer shall fully indemnify the Easy As Pie Design for any User Content submitted under this Agreement.
3.0 Terms of Payment
3.1 BILLING SCHEDULE
You will be billed the amount set forth in Section 1.3 upon execution of this Agreement, and any monthly fees shall subsequently be billed on the same date each month (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month). If you’re paying quarterly, you’ll be billed once every three months on the same day of the month your first payment was initiated (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month). If you’re paying bi-annually, you’ll be billed once every six months on the same day of the month your first payment was initiated (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month).
After the expiration of the Initial Term, you will continue to be billed on the same basis (monthly, quarterly, bi-annually) as originally selected for the Services until you terminate this Agreement with the Easy As Pie Design.
3.2 PROMOTIONAL RATE
The Easy As Pie Design is not required to offer any promotional rates for any Services and may discontinue or withhold any promotional rates at its discretion. Promotional campaign credits provided can not be redeemed as Easy As Pie Design account credits. Promotional campaign credits must be used within the lifetime of the campaign. All monthly promotional offers are only valid if the contracted purchase is made within a promotional month.
3.3 CUSTOMER AGREEMENT TO PAY
You agree to pay all fees due and owing for any Services in a timely manner as set forth within this Agreement. Where you fail to timely pay any fees, Easy As Pie Design at its discretion may suspend your access to the Services or terminate this Agreement at its discretion.
3.4 COLLECTION COSTS
In the event that we incur legal fees, costs, and disbursements in an effort to collect payments that are unpaid or overdue, you agree to reimburse us for these expenses related to such collection efforts
4.0 Term and Termination
4.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the date of the first payment processed and shall continue until terminated by either party subject to this Agreement. Except as provided otherwise within this Agreement, neither party may terminate this Agreement during the Initial Term. After the expiration of the Initial Term either party may terminate this Agreement by providing notice to the other party and additionally, Customer may terminate this Agreement by modifying its Service selections as set forth within its Easy As Pie Design account. The Easy As Pie Design reserves the right to terminate this Agreement immediately, at any time, if Customer fails to pay any Service fees in a timely manner or if the Easy As Pie Design believes that Customer’s actions may or will harm the Easy As Pie Design’s or a third party’s business interests.
4.2 CONTRACT BUYOUT OPTIONS
During the Initial Term, Customer terminate or modify the Agreement as follows:
Option 1 – Buyout
Immediately pay off the value (set forth in Section 3.2) + 50% of the remaining Service fees during the Initial Term. Option 1 shall terminate the Agreement between the parties.
Option 2 – Credit Buyout
Immediately pay a $500.00 cancellation fee + remaining Service fees during the Initial Term. Option 2 shall terminate the Agreement between the parties. Customer may not transfer the remaining contract balance to a campaign that is already linked to an active contract.
Option 3 – Switch Services
If Switching of Services is chosen, Customer must pay the value difference between the Service tiers (if any) + $500.00 change fee immediately. Where Customer selects Option 3, Customer shall finish the Initial Term as set forth in this Agreement and may only exercise this option once during such Initial Term. Customer may not transfer the remaining contract balance to a campaign that is already linked to an active contract. Where Customer has exercised Option 3 once during the Initial Term, Customer shall subsequently only be allowed to modify the Agreement by selecting Option 1 or Option 2.
Customer shall notify Easy As Pie Design where it wishes to exercise any options as set forth within this Section 4.2 and shall follow any and all reasonable Easy As Pie Design instructions related to such buyout. Any exercise of any rights within Section 4 is subject to the survival provisions set forth within this Agreement.
4.3 CHANGE OF DOMAIN
In the event, you wish to maintain your contracted agreement and change the domain that is receiving the contracted services you may do so only by paying an additional $550.00 management fee. This is for costs incurred to The Easy As Pie Design due to manual account setup and research. Your current contract will be voided and your new contract will include the new domain of your choice. The new contract will be written in 6 or 12-month terms. The minimum contract length when signing a new contract due to changing the domain is 6 months. Your new contract length may not be shorter than the remaining number of months on your original contract.
5.0 General Provisions
5.1 DISCLAIMER
The Services are offered on an “as-is” and with all faults basis. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5.2 INDEMNITY
Customer shall indemnify and fully hold harmless Company against any and all claims arising from its use of the Services or any breach of this Agreement. Where indemnity is triggered under this provision, Company reserves the right to select counsel and control litigation and settlement.
5.3 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE.
5.4 MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.
Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement including the Easy As Pie Design Terms of Service https://easyaspiedesign.com/terms-of-service/ is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Where there is a direct conflict between this Agreement and the Terms of Service, this Agreement shall control. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All written notices under this Agreement may be delivered to the Easy As Pie Design at the address listed above (delivery proof required) and to Customer through Customer’s Easy As Pie Design account or contact information provided to the Easy As Pie Design by Customer. This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then-applicable rules of Judicial Arbitration and Mediation Services, Inc. Any arbitration shall take place in Snohomish, WA and in English. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Each party shall bear its own costs related to any claim. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Snohomish, WA. Any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis and both parties waive all trials by jury. Both parties agree that they will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This Agreement has been mutually drafted and any ambiguities shall be interpreted by their plain meaning. All portions of this Agreement that would be reasonably deemed to survive termination shall survive and remain in full force and effect, including but not limited to Service fees and payment, limitation of liabilities, disclaimers, indemnification, and disputes. This Agreement may be signed electronically and shall become effective on the Effective Date and may be entered into in counterparts with both parts evidencing the same Agreement.