TERMS AND CONDITIONS
This Dealer Agreement (this “Agreement”) is made between Accelerated Dealer Services LLC, an Oklahoma limited liability company (“Company”) and the business listed in the Dealer PandaDoc Agreement (“Dealer”). This Agreement contains the entire agreement between the parties and is effective as of the date of the last signature shown on PandaDoc Proposal (the “Effective Date”).
1. Term – Renewal
The term of this Agreement commencing on the Effective Date and continuing for a period no less than notated in “Agreement Term Dates” found in page one (1). Until terminated as provided for herein, this Agreement will automatically renew for subsequent one (1) month renewal terms upon the expiration of the then current term.
2. Services Provided
Subject to the terms hereof, Company will provide the following services to Dealer:
- Credit card on file for recurring monthly charges prior to campaigns launching.
- Intake of information and advertisement criteria from Dealer to create advertisements on Facebook AD Platform.
- Creation and management of advertisements on Facebook AD Platform.
Reports, as requested from time to time by Dealer, of number of advertisements, traffic, consumer contacts, lead generations and other general information commercially available to Company which may be provided to Dealer.
- Company will respond via SMS/Text Message to consumer leads arising from Dealer’s managed advertisements.
- Company will contact Dealer via e-mail at the Dealer provided e-mail address with any and all appointments Company arranges through its SMS/Text Message correspondence with consumers leads.
In order for Company to provide its services in a timely manner, certain information is required by Dealer. Company shall not be held responsible for any delay in producing advertisements on the Facebook AD Platform as a result of Dealer’s failure to timely provide requested information.
3. Fees and Invoices
Unless otherwise agreed to by the parties in writing, the Total Fees are due in payment increments (subject to prorations as discussed herein) beginning with the Effective Date and reoccurring on the first day of each successive calendar month thereafter throughout the term of this Agreement. If the Effective Date occurs on a date other than the first day of a calendar month, the fees for that particular month will be prorated accordingly. Monthly invoices will be generated by the Company for each month. Dealer agrees to pay company invoiced amount before campaign launches or services will not be provided. In the case a recurring card is declined, the company will notify the dealer. If new payment is not submitted within 5 business days a 5% late fee of the total outstanding will be charged.
Either party may terminate this Agreement upon thirty (30) days’ written cancellation notice. Written notice to terminate must be sent in the form of an email to the email address provided by each party on Page 1.
Company may immediately terminate or suspend this Agreement if Dealer fails to pay any amounts owed hereunder or otherwise breaches its obligations or engages in any misconduct. If this Agreement is terminated due to non-payment, the remaining monthly fees through to the end of the then current term of this Agreement will become due immediately as liquidated damages and not as a penalty. If this Agreement is terminated for reasons other than non-payment, Dealer will pay Company for all services rendered prior to the effective date of such termination, pro- rated through the date of such termination.
Upon any termination or suspension hereof, Dealer shall lose access to all content, advertisements, phone numbers and/or any other matters or information that were set up, installed or created by the Company. The Company shall be entitled to delete or retain, without any liability to Dealer, content, advertisements, phone numbers and/or any other matters or information that were set up, installed or created by the Company. Upon termination hereof, Company shall retain all rights and ownership of any data produced or resulting from Company’s services provided during the term of this Agreement.
5. Applicable Law – Venue – Attorney’s Fees
This Agreement will be construed and governed in accordance with the laws of the Oklahoma without regard to its choice or conflict of law rules. All actions arising out of or related hereto shall be subject to exclusive venue and jurisdiction in the courts located in Oklahoma County, Oklahoma. If Dealer breaches this Agreement, Company shall be entitled to attorney fees and all expenses incurred to remedy the same.
6. Force Majeure
Company shall not be responsible for any failures in performance or interruptions caused by national emergency, power blackouts, technical/server problems, riot, war, strikes, floods, fires, acts of God, or by any other cause outside the Company’s control.
7. Mutual Indemnification
Each party (“Indemnitor”) will indemnify, hold harmless and defend the other party and its affiliates, and their respective employees, officers and directors, affiliates, agents, successors, and assigns (collectively, “Indemnitee”) from and against any and all damages, losses, liabilities, actions, proceedings (whether legal or administrative), demands, and expenses (including but not limited to reasonable attorney’s fees) in connection with a claim against the Indemnitee to the extent that such claim arises out of: (a) the damage, loss or destruction of any real property or tangible personal property or injury or death to any persons resulting from the actions or inactions of any employee or agent in the course of fulfilling its obligations under this Agreement, (b) the gross negligence or willful misconduct of the Indemnitor, (c) a material breach of this Agreement, (d) violation or alleged violation of any Laws, or (e) a claim that the products or services Indemnitor provides under this Agreement infringes any Intellectual Property right of any third party.
8. Disclaimer of Warranties; Limitation of Remedies
DEALER HEREBY AGREES THAT ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE) ARE DISCLAIMED, AND THAT ALL SERVICES, PRODUCTS, PROGRAMS AND MATTERS ASSOCIATED HERETO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND USED AT THE DEALER’S SOLE RISK.
COMPANY DOES NOT WARRANT ANY LEVEL OF RESULTS OR THAT SUCH SERVICES, PRODUCTS, PROGRAMS AND MATTERS ASSOCIATED HERETO SHALL BE FREE FROM ERROR, INTERRUPTION OR TECHNICAL DIFFICULTIES. DEALER SHALL NOT BE ENTITLED TO ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, REPLACEMENT COSTS OR ADVERTISING DOLLARS) ARISING OUT OF, RESULTING FROM, OR RELATING TO: (A) THIS AGREEMENT; (B) ANY SERVICES, PRODUCTS, PROGRAMS AND MATTERS ASSOCIATED HERETO, AND/OR (C) ANY OF COMPANY’S ACTS OR OMISSIONS.
DEALER AGREES THAT IT IS EXCLUSIVELY RESPONSIBLE FOR PROVIDING COMPANY WITH INFORMATION TO ADVERTISE, AND ENSURING THAT ALL MATERIALS, OR MATTERS PROVIDED TO THE COMPANY TO BE POSTED ONLINE OR OTHERWISE ADVERTISED, OFFERED OR PUBLISHED COMPLY WITH ALL LAWS. IT IS AGREED THAT: (A) COMPANY HAS NOT BEEN RETAINED TO AND SHALL NOT BE RESPONSIBLE FOR ENSURING SUCH COMPLIANCE, FULFILLMENT AND/OR SATISFACTION UNDER ANY CIRCUMSTANCES (REGARDLESS OF WHAT SERVICES ARE PROVIDED), AND (B) THAT COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING SAME.
THE PARTY’S SPECIFICALLY AGREE THAT THE AGGREGATE LIABILITY OF COMPANY SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE AMOUNT OF FEES PAID BY DEALER TO COMPANY OVER A SIX (6) MONTH PERIOD PRIOR TO THE CLAIM BEING MADE BY DEALER.
The parties to this Agreement shall cause all information obtained in connection with the performance of this Agreement to be treated as confidential except as may be required to be disclosed to, or pursuant to the regulations of, any governmental entity, and no such party will use or knowingly permit others to use any information acquired by the other pursuant to the provisions of this Agreement in a manner that might be detrimental to the other.
This Agreement may not be altered or modified except by written agreement, signed by both parties. If any provision of this Agreement is found invalid or unenforceable, all remaining provisions of this Agreement will remain in full force and effect. No failure to enforce any aspect of this Agreement or forbearance by one party against another, and no course of dealing between the parties, will be construed as waiver of any breach of this Agreement or any of the parties rights under this Agreement. Neither party shall, without the prior written consent of the other party, assign its rights or delegate its duties under the Agreement, which consent shall not be unreasonably withheld, delayed or conditioned.