Agency Terms & Conditions for Subscription Service

1. Introduction

These Terms and Conditions ("Agreement") govern the subscription service ("Service") provided by Demand Curve Inc. and Bell Curve Agency, Inc. ("Company"), located at 4460 Redwood Hwy Ste 16-535 San Rafael, CA 94903, in relation to the ads management service ("Product"). By subscribing to the Service, the client ("Client") agrees to be bound by the terms outlined herein.

2. Subscription Fee

The Client agrees to pay a monthly subscription fee as mutually agreed upon by Company and Client for the Service provided by Company under the Product. By providing Company with a payment card or other payment method, Client authorizes Company to charge this amount on a monthly basis, subject to further terms set forth in Section 9 below.

3. Services

Company will provide the following services to the Client:

3.1. Paid Media Management: Management of a number of digital media channels for the Client, ensuring optimal performance and strategic alignment with the Client's business goals.

3.2. Weekly Recommendations and Summary Results: Delivery of weekly recommendations and summary results to the Client via Slack. This will include insights, analytics, and suggested actions for the improvement of the Client's digital media presence.

3.3. Media Budget Planning: Assistance in planning and allocating the Client's media budget to maximize return on investment and meet marketing objectives.

3.4. Reporting Dashboard: Company will create a reporting dashboard for Client to have the ability to review the performance of the paid marketing campaigns being managed by Company.

4. Use of Contractors

4.1. Company reserves the right to engage subcontractors or independent contractors ("Contractors") to perform some or all of the services required under this Agreement. Company remains responsible for the performance of the Services as specified in this Agreement, including the quality and timeliness of the work performed by its Contractors.

5. Subscription Term and Termination

5.1. The Client shall engage Company on a subscription basis, which shall renew automatically every 30 days.  

5.2. The Client may terminate their subscription by providing 30 days' written notice to the Company. Upon receiving the notice, the Company will continue to provide services for the full 30-day notice period. If the Client’s current billing cycle ends before the 30-day period is complete, the Client will be billed on a pro-rated basis for any additional days of service beyond the billing cycle. The Company also reserves the right to terminate any subscription by providing the Client with 30 days' written notice.

6. Indemnification

6.1. Company hereby indemnifies and holds harmless the Client, and each of its officers, directors, contractors, and employees (collectively referred to as the “Client Indemnitees”), against any and all allegations, demands, claims, liabilities, damages, expenses, costs, and reasonable attorneys’ fees arising out of third-party claims ("Client Claims") related to any breach, negligent or wrongful acts, or omissions of Company, its principals, employees, or agents, in connection with Company's performance of its obligations under this Agreement. Client shall not, without the Company's prior written consent, enter into any settlement or compromise of a Client Claim that admits or stipulates to any fault, guilt, liability, or wrongdoing by any Indemnitee or that adversely affects the rights or interests of Company or any Client Indemnitee. 

6.2. The Client hereby indemnifies and holds harmless Company, and each of its officers, directors, contractors, and employees (collectively referred to as the “Contractor Indemnitees”), against any and all allegations, demands, claims, liabilities, damages, expenses, costs, and reasonable attorneys’ fees arising out of third-party claims ("Contractor Claims") related to any breach, negligent or wrongful acts, or omissions of the Client in connection with the Client’s obligations under this Agreement. In case of any Contractor Claim, the Client, upon notification, shall bear the cost of defense and employ counsel approved by the Contractor Indemnitee.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OR WARRANTY, OR THE RECKLESS OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCURRED BY ANOTHER PARTY IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER OR NOT THE PARTY CAUSING THE DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  Notwithstanding the above, either party shall be entitled to recover its reasonable attorneys’ fees and costs consistent with applicable state law in an action to enforce the provisions of this Agreement.

7. Relationship of the Parties

Company enters this Agreement as an independent contractor. This Agreement shall not create any relationship of joint venturers, partners, employer and employee, franchiser and franchisee, master and servant, or principal and agent. Company is not an agent of the Client and is not authorized to make any commitments or agreements on the Client’s behalf, except to the extent necessary to provide the Service.

8. Taxes and Other Responsibilities

8.1. Unless otherwise specified, the Client is responsible for any sales or use taxes arising directly from the Services and the work product.

8.2. Company is responsible for all other compensation, taxes, benefits, charges, license fees, expenses, and costs relating to the Services, the work product, any statement of work (which statement of work may be agreed to in writing between the parties), and this Agreement.

8.3 Client has and will retain sole responsibility for: (a) all data and information provided to Company, including its content, accuracy, legality and use; (b) all information, instructions, and materials provided by or on behalf of Client in connection with the Service; (c) the security and use of any Client’s access credentials to any service; and (d) compliance with any requirements with respect to the use, storage, dissemination of Client customer or user information, including with respect to any use of Client customer or user information in any digital media campaigns.

9. Payment Failure and Remediation

9.1. In the event that a Client's payment fails, Company will attempt to re-process the payment after two days from the initial failed transaction.

9.2. If the second attempt to process the payment also fails, Company will notify the Client of the payment failure. The Client will then have three (3) business days to update their payment method on file and ensure that the payment is successfully made.

9.3. If the Client fails to update the payment method and ensure payment within the specified three (3) business day period, Company Curve reserves the right to immediately cease all paid media management services until payment is received.

9.4. This cessation of services does not waive the Client's obligation to pay any amounts due under the terms of their subscription agreement with Company.

10. Limitation of Liability

Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with the use of the Service or the materials in the Product.

YOUR USE OF COMPANY SERVICES IS AT YOUR SOLE RISK AND THE FOREGOING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. 

COMPANY DOES NOT REPRESENT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE PRODUCT. 

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree first to attempt to resolve the dispute through mutual negotiation. If the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to binding arbitration, to be conducted in accordance with the rules of the American Arbitration Association.

12. Parties in Interest, Assignment

12.1. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and permitted assigns. 

12.2. Nothing in this Agreement is intended to confer any rights, benefits, or remedies of any kind or character to any third parties under or by reason of this Agreement.

12.3. Only Company may assign its rights and obligations under this Agreement.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

14. General Provisions

14.1. This Agreement constitutes the entire agreement between Company and the Client regarding the Service and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.  

14.2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

Acknowledgment

By subscribing to the Service, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including the monthly subscription fee.

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