Digital Growth Marketing Terms & Service Agreement | Invincible Lion Services LLP

regardingInvincible Lion Services aims to deal with its clients in a professional, timely and favorable manner. By engaging Invincible Lion with their business, the clients will be accepting the following terms and conditions:

The Contract:

1. An independent contractor relationship will be created between the clients and Invincible Lion Services LLP by default, and that no partnership or joint venture is intended or implied by either party. (If its not agreed upon by both parties in written agreement)
2. A date of commencement of the services will be agreed upon by both parties and charges will be applicable according to that date.
3. A monthly report of performance services will be given to the clients.
4. Either party may not cancel or fully transfer the service responsibilities to another service vendor before a prior notice of at least 30 business days.
5. Invincible Lion reserves the right to subcontract a third party service provider for some of the service tasks.
6. A person who is not a party to the Contract shall not have any rights under or in connection with it.

Purchasing organization, referred to as (CLIENT), and Invincible Lion Services LLP, referred to as (AGENCY), agree as entered into this agreement on the date and time of the order submission.

EMPLOYMENT OF AGENCY:

CLIENT hereby permits the AGENCY (Invincible Lion) to render, and AGENCY agrees to render to CLIENT, digital marketing activities and deliverables within such budgets as CLIENT may set from time to time for advertising, marketing and development efforts as defined by this contract (AGREEMENT).

ADVERTISING & PRODUCTION RATES:

• Media costs, setup fees, production costs, Project Cost, Monthly retainers & hourly rates are to be set by AGENCY.
• Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or agreements currently in place.

ACCEPTANCE OF AGREEMENTS:

All potential forms of signature shall be governed by this AGREEMENT including, but not limited to, checking the agreement to “terms of service” box, written signature on individual project AGREEMENTs, electronic signatures, faxed signatures, scanned and emailed signatures, clear stated email approvals, and/or any other electronically clearly stated agreement to proposed change or program.

Free Video Training, Consultation & Business Growth Roadmap:

Free Business growth video, consultation and Digital Marketing roadmap presented by Team Invincible Lion before CLIENT onboarding are intellectual properties of Invincible Lion. You cannot record and reproduce it without the written permission of Invincible Lion. You may share our website links with the person looking for our Services.

Discussions and Information shared by the potential CLIENT during the consultation calls will be kept confidential. We use the information to give you solutions based upon the insights we get. 

Every single detail discussed during the call will be kept confidential which may include but not limited to Business plans, unique selling point, team size, ideas for growth, technologies used, market research insights, funding, Marketing budgets, Revenue, profit, Investors, Mentors, Operations and production capacity, Database size etc.

Online Advertising and Marketing Services: ​

Invincible Lion Services LLP (Agency) offers a variety of services to market businesses online and improve website visibility. By engaging us, you (Client) agree to the Terms and Service Agreement (Agreement) set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us. Invincible Lion provides social media marketing, search engine marketing, website optimization and related services on a local, national and international basis.

As such, we submit information on your behalf to social media sites and search engine providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Facebook, LinkedIn, Instagram, Google, Yahoo, MSN/Bing, Yelp, local online newspapers, Twitter, Pinterest, YouTube and other sites. The terms and conditions of these providers all apply. Invincible Lion will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

Advertising Material:

Invincible Lion has the right to place information pertaining to your business on any of the social media, publisher, and search provider websites, such as those listed above, and you authorize Invincible Lion to develop content based on information or material provided by you or your designees and collected by Invincible Lion including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Invincible Lion is truthful, not misleading, and that you have the authority to represent this product and service information to Invincible Lion.

Additionally, if so contracted, you authorize Invincible Lion to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Invincible Lion to utilize tracking phone numbers & website visitors, and even record calls / website visits on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if included when that service is contracted.

Client’s Obligations:

The Client shall provide assistance, technical information and decisions to the Invincible Lion, as reasonably required by the Invincible Lion in sufficient time to facilitate the execution of marketing efforts in accordance with any estimated delivery dates or milestones. The Client agrees to work closely with Invincible Lion to provide regular information and feedback so Invincible Lion can create fresh content / marketing plan and make adjustments to marketing efforts, accordingly.

The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Invincible Lion and warrants and undertakes to the Invincible Lion that the Client’s employees assisting in the execution of an effort have the necessary skills and authority. This includes providing necessary login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for Invincible Lion to carry out marketing efforts.

Rates:

All advertising purchased will be at the rates and on the terms indicated in this Agreement. Invincible Lion may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its service terms. The Invincible Lion will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact this agreement. If the rates are increased, products/services modified, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Invincible Lion in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 30 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, which will become a part of this Agreement and become effective on the date set forth in the Invincible Lion’s notice.

Payment:​

Invincible Lion will issue invoices to Client. Payment is due and will be made automatically via Stripe or credit card in advance on the first (1st) of each month that the contract is in effect. Failure to secure final approval from Client on website designs, social media page creation, digital creatives or coop reimbursement on digital ads will not be considered a reason to delay payment beyond the due date.

Interest will accrue at the rate of 18% per annum for any late payment. In addition to the amount owed for unpaid advertising and applicable interest or late charges, the Client agrees to pay the Invincible Lion for all expenses incurred by it to collect any amounts payable under this Agreement, including costs of collection, court costs and attorney’s fees.

• If clients avail any monthly service package of Invincible Lion then they are obliged to pay a full chargeable amount prior to the commencement of the work.
• If Invincible Lion and the client agree on a fixed quote regarding any services then they are liable to pay 60% of the billable amount in advance, prior to the commencement of the work. The remaining 40% of the payment will have to be made within 7 days of the start date of the services.
• Invincible Lion shall invoice the clients monthly, in advance.
• Also, if the clients do not pay a monthly invoice when it is due, Invincible Lion shall terminate the services immediately. In this case, we will not be liable to issue a 30 day prior notice. On mutual understanding we may continue if the client is not able to pay due to any unforeseen situation (but this is conditional and need to be communicated in details regarding payment delays) 

Taxes:​

In the event that any federal, state or local taxes are imposed on the printing, publication or distribution of advertising material or on the sale of advertising or products and services produced by the Invincible Lion, these taxes will be assumed and paid by the Client. The current tax slab on our Services is 18% GST (India) and 0% for Services Outsourced outside India.

Termination and Refund:

The Invincible Lion may reject an advertising order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the Client ceases doing business or is likely to cease doing business or (e) in the opinion of the Invincible Lion, the credit of the Client is or may be impaired.

If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Invincible Lion will send an invoice to Client, which Client agrees to promptly pay.

Invincible Lion may terminate the present agreement in whole or in part at any time upon a week’s prior notice to the client, in the event Invincible Lion determines to terminate the subscription of the client or any other reason on its sole discretion. Upon termination pursuant to the present clause, Invincible Lion shall be under no obligation to the client.

In any case, Invincible Lion is not liable to refund any payments made previously for the services offered by the Invincible Lion (Agency). Also, no refunds will be provided if the client and Invincible Lion (Agency) agrees to work upon a project and the client changes their mind after the payment is made to proceed with the project (Marketing systems, Websites, Landing pages, Apps, Campaign creation, Creatives and Branding materials, Email automation setup, Content/Copywriting, Social Media planning, Marketing campaign planning etc.)

Cancellation:​

If Client seeks to cancel services prior to expiration of the term, they may cancel with 30 days written notice provided that they immediately pay all outstanding invoices, the hourly rate for any hours used beyond those included in Agreement.

If the client fails to inform in advance about the cancellation of services 30 days advance, a cancellation fee equal to one month’s service fees should be paid by the client under the service Agreement.

Errors:

The Client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by the Invincible Lion. Invincible Lion agrees to take corrective action within 2 business days of notification by the Client, that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client or the advertisement was submitted after start date. Invincible Lion will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.

Retainer Clients:

​If you are on a monthly marketing retainer, you will be advised in your Agreement the maximum number of monthly meeting/discussion hours you are allotted. If you do not use all meeting/discussion hours in a month, unused hours may roll forward ​only to the next month. If they are not used in the following month, they are forfeited. If you exceed the maximum number of hours in a month, Invincible Lion, at its discretion will either reduce your bank of hours for the upcoming month or bill you at the rate of INR 7500 per hour ($100/hour) for any overages.

SEO/Digital Marketing:

1. Client acknowledges the following with respect to SEO services from Invincible Lion:
2. Invincible Lion has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
3. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Invincible Lion does not guarantee No.1 positions or consistent top positions for any particular keyword, phrase, or search term.
4. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time or have enough back link strength. Invincible Lion assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently, client understands that ranking new websites is much more difficult than ranking old and established sites and they should not have unrealistic expectations about rankings, traffic and revenues.
5. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
6. A website’s search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
7. Invincible Lion makes no guarantee/warranty of project timelines or added expenses if content or SEO work is destroyed either wholly or in part, either knowingly or unknowingly by any party other than Invincible Lion or without the prior consultation of Invincible Lion.
8. Invincible Lion is not responsible for the Client or any of its affiliates overwriting content or SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of INR 7500 per hour ($100 per hour).
9. Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Social Media Campaigns/Paid Search Services from Invincible Lion:
10. Invincible Lion accepts no responsibility for policies of PPC Advertising Networks, social media platforms, third-party search engines, directories or other web sites that Invincible Lion may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded, rejected or banned from any third-party resource at any time. Client agrees not to hold Invincible Lion responsible for any liability or actions taken by third-party resource under this Agreement.
11. Client acknowledges and agrees that Invincible Lion makes no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Invincible Lion does not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query. ​Invincible Lion does not guarantee position, consistent positioning, or specific placement for any particular ad, keyword, phrase or search term.
12. Client acknowledges that Invincible Lion’s past performance is not indicative of any future results client may experience.
13. Invincible Lion does not warrant that the performance will be error-free but will immediately act (the next business day) to correct errors once they have been identified.
14. Client acknowledges that paid advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Invincible Lion to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of INR 7500 per month ($100 per hour).
15. Client acknowledges that any of the online advertising networks, social media sites, search engines, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time.
16. Client acknowledges that online advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Invincible Lion shall re-submit resources to the search engine based on the current policies of the third-party advertising network in question.
17. Invincible Lion will endeavor to make every effort to keep client informed of any changes that Invincible Lion is made aware of that impact any of the online marketing, social media campaign and strategy and the execution thereof under this Agreement.
18. Client acknowledges that Invincible Lion cannot guarantee the exact placement of client’s advertising; its availability or availability related to the funds in the client’s account.
19. Cost for digital media advertising are additional and paid directly to third-party provider. Payment for media that Invincible Lion is running on behalf of Client shall be paid for in advance of running. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g. Google, Facebook, Yahoo), Invincible Lion reserves to right to pause advertising until accounts are made whole.
20. Development of text ads, image ads, video ads, and/or banner ads in support of online marketing or paid social media campaigns will be outlined specifically as a part of the deliverables in the strategy with Invincible Lion.
21. Invincible Lion does not offer any refunds for SEO or digital marketing campaigns (SEO, PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing, Blogging, Social Media).

Intellectual Property Rights:

All advertising artwork and copy which represents the creative effort of the Invincible Lion and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Invincible Lion, or the relevant third party from whom Invincible Lion has acquired a right of use, including all rights of copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to the Invincible Lion. All logos, website and social media content is considered to be owned by the Client once it has received final approval to go live and payment in full has been received and may be reused, shared and reproduced by the Client.

Advertising Content:​

Invincible Lion may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client’s digital advertising products or services to meet industry standards Client’s budget. All digital advertising placements are at the option of Invincible Lion, unless a specific placement is purchased by the Client. Failure to meet placement requests will not constitute cause for adjustment, refund, make good, termination or cancellation of this Agreement.

Disclaimer of Warranties: ​

To the maximum extent permitted by applicable law, Invincible Lion and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to Invincible Lion services.

Indemnity: ​

Client agrees to indemnify and hold harmless Invincible Lion, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Invincible Lion’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark, copyright or other intellectual property claims. Additionally, Client agrees to indemnify and hold harmless Invincible Lion, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Invincible Lion to develop or implement.

For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify Invincible Lion for any claims instituted by the third party. Invincible Lion does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to Invincible Lion and asked Invincible Lion to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.

Limitation of Liability:

​IN NO EVENT SHALL INVINCIBLE LION BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH INVINCIBLE LION’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INVINCIBLE LION EXCEED ANY COMPENSATION PAID BY YOU TO INVINCIBLE LION FOR ITS PRODUCTS OR SERVICES.

• Invincible Lion will not be liable for any indirect or consequential losses due to delay in obligated service deliverables, where the delay is because of natural or ungovernable causes.
• The clients will defend, cover and hold Invincible Lion harmless from and against any and all claims, losses, liabilities and expenses related to the services provided by Invincible Lion to the clients under this agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided, or for any content submitted by you for publication by Invincible Lion.
• Due to the nature of digital media, any content/information given by the clients to Invincible Lion for publication will be accessible by the public as soon as the publication is carried out. Invincible Lion will not be responsible for screening the material and any damages or losses of profit, goodwill or any business asset due to the nature of content being publicized.

Privacy Rights:

• Information, like name, email, contact number, website URL that the clients provide us by filling the contact form will be kept confidential and not be exposed to a third party, without their prior consent. However, the information will be made privy to the employees/contractors of Invincible Lion.
• Invincible Lion will take reasonable precautions to prevent the loss, misuse or alteration of your personal information.
• The transfer of data over the internet is inherently insecure, and any kind of security in this regard cannot be guaranteed by Invincible Lion.
• Although, we use SSL encrypted technology for making any kind of money transaction to ensure maximum security against online theft and fraud.
• Cookies are used to track the browsing information/preferences of web users and we may use Cookies to gather statistical data about your browsing pattern for optimizing our site.
• Some of the third party advertisers who have their ad links on our website may also use Cookies to gather statistical information about you. However, in no way Cookies give access to any of your personal information either to us or third party entity.
• Read More about our privacy policy (general)

Excusable Delays:

Invincible Lion will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. Invincible Lion’s inability or failure to perform will not constitute a breach of this Agreement. Performance by Invincible Lion of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.

Waiver:

If at any time during the term of a service contract, we fail to insist upon the strict performance of any of your obligations under the service contract or any of these terms and conditions, then this will not automatically free of you from any of the obligations mentioned in the terms and conditions and will not constitute a waiver.
Any waiver of term and conditioned will be valid officially only if it is communicated to you in writing.

Assignment: ​

Invincible Lion may assign, delegate or subcontract any rights or obligations under this Agreement.

Governing Law/Venue: ​

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of India and jurisdiction of Bangalore, Karnataka, India.

Severability: ​

If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

Non Disclosure:

Invincible Lion, its employees and subcontractors agree that, except as directed by the CLIENT, it will not at any time during or after the term of this Agreement disclose any confidential information. Likewise, the CLIENT agrees that it will not convey any confidential information obtained about the Developer, Marketing systems/strategies, Confidential terms or Special payment terms to another party.

Miscellaneous:

All covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement and Invincible Lion’s current rate cards constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing and signed by both parties.

Authority: ​

The person(s) signing this Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of their respective company.

Execution and Term:

​Terms and conditions of this Agreement are binding on both parties on the date the Agreement is signed and/or payment is made and continue for a period of 3 months. Upon completion of the 3 month period, services will continue on a month-to-month basis until Client provides a written 30 day cancellation notice.

Contact Information:

Questions about the Terms of Service should be sent to us at hello@invinciblelion.net

Invincible Lion Services LLP reserves the right to modify the above terms and conditions at any point of time, including the time of an ongoing contract and changes in the terms and condition will be notified to the clients through company email.

Last updated on 31st May 2021