IPD Digital will provide consulting services through IPD Digital and/or VAs, including:
- Research, development, and listing of Product in Client’s E-Commerce Store, process orders, provide customer service, return processing, and consumer chargeback and review services for the Store, manage the Store, review applicable metrics to assist with Store health and growth, scale Store up in monthly sales to target numbers, and receive inventory and sales Google sheets.
- Pay the Initial Fee
- Pay E-Commerce/Product costs (e.g., use a credit line that ‘ideally’ exceeds $20,000 in available credit to pay suppliers)
- Pay a monthly service fee and cost sharing with IPD Digital
TERMS AND CONDITIONS
The Agreement is entered into by and between IPD Digital LLC, a California Limited Liability Company (“Consultant”), and the Client identified in the Summary (“Client”). Client and Consultant are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in the above Summary shall have the same meaning as in these Terms and Conditions and vice versa.
WHEREAS, Client desires to own one or more online e-commerce stores (each a “Store”) to sell various products to consumers (collectively, “Product”); Consultant has experience in operating e-commerce stores and has developed key business connections with suppliers, virtual assistants (“Vas”), and others; and Client desires to engage Consultant to provide management and administrative services to Client on a daily and ongoing basis pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:
1. Rights and Responsibilities of Consultant
During the term of this Agreement, Consultant shall perform all management and administrative duties for Client that are required in Consultant’s reasonable discretion for managing Client’s E-commerce Store. Such duties may include: creating and administering Client’s Store and related content with Client’s final approval, researching and suggesting Product, securing key suppliers and relationships, procuring and working with Vas, listing and arranging for Product to be sold on the Store, processing orders and returns, reviewing and responding to chargebacks for Product, analyzing Store metrics to improve the Store, receiving inventory and sales data through Google, assisting with customer relations, and assisting with management of Product (collectively, the “Consulting Services” or “Services”). Consultant reserves the right to investigate any inquiries or complaints made by any consumer or other third party relating to the Store or Consulting Services and may take any appropriate action (including refunding amounts) to resolve such inquiry. Except as provided herein, Consultant shall have no duty or responsibility to provide any services for any other business of Client.
Consultant shall have control over the selection of all suppliers, Vas, and other service providers (collectively, “Vendors”) utilized by Consultant for the provision of Consulting Services rendered under this Agreement. Nothing herein shall prevent Consultant from using existing Vendors or Vendor accounts of Consultant in the provision of the Consulting Services. Consultant shall be solely responsible for the negotiation of all terms and conditions of agreements with Vendors and, unless Client is a Party to such agreements, shall have no duty to disclose the same to Client.
2. Rights and Responsibilities of Client
During the term of this Agreement, Client shall perform all duties
reasonably necessary to assist Consultant with the Consulting Services as reasonably
determined by Consultant. Such duties may include: managing Product payment and credit
accounts, responding to communications, and cooperating with Consultant in the Consulting
Services. Client agrees to only use the Services and its Store for a lawful purpose and not to
submit any false or misleading information or to violate this Agreement or any applicable laws.
Client agrees that Client is over 18 years old, qualified to enter into contracts, and if agreeing on
behalf of a company, an authorized agent with rights to bind the company to this Agreement.
b. Access to Store/Accounts.
Client shall provide the following to Consultant: (i)
access to the Store and any associated accounts for the provision of Consulting Services by
Consultant and/or its Vendors, and for the linking and tracking of the performance of the Store,
(ii) access to all sales-related data, and (iii) all information and materials necessary to enable
Consultant to properly perform the Consulting Services.
c. Stay Informed.
Upon reasonable notice by Consultant, Client shall participate in any meetings scheduled by Consultant related to the Consulting Services and shall review any materials provided by Consultant to fulfill the purpose of this Agreement.
d. Consult Professionals.
Client agrees that it is solely responsible for seeking tax,
legal, and other professional advice relating to this Agreement and Client’s obligations. Consultant is not a legal or tax advisor, and any information provided by Consultant to Clientis based purely on Consultant’s practical experience and for purposes of keeping Client informed. Nothing herein or in the Services should be construed as legal or tax advice.
In consideration for the Consulting Services, Client shall compensate
Consultant as follows:
Within 3 business days of the Effective Date, Client shall pay Consultant a one-time setup fee, plus the first month’s service fee, via credit card, wire transfer, ACH or Check (Payable to IPD Digital LLC) . Client understands that full investment return of the Initial Fee can take 6-12+ months and depends on a variety of factors.
b. Monthly Service Fee:
Client shall pay Consultant a monthly service fee, and the fee is paid by recurring credit card payment. A receipt will be sent to the client when the service fee is paid, so please keep the receipt for your records. Declined credit card attempts will result in pausing of service until payment is made. If payment isn’t made within 30 days of the first payment decline, could cause a termination of this Agreement for failure to timely remit payment, with no returned costs to the client.
c. Cost Sharing:
All clients are required to participate in the ‘Cost Sharing Plan’ that has been put forth.
d. Taxes and Fees.
Each Party shall be solely responsible for any tax liabilities arising out of its income and/or share of the Net Revenue under this Agreement, including, where applicable, any liability for federal, state, local, or employment taxes. The Consulting Services do not include tax reporting or filing, and Client is responsible for tax reporting and payment. Client must also pay all E-commerce Store, and related consumer fees and costs.
4. Disclosures; Assumption of Risk
Client assumes the inherent risks of using the Services and selling Product through its Store. Client hereby understands and agrees that:
a. Long-Term Business Venture.
The Store is a long-term venture. Client may not see a net profit for months or years, and profits depend on various factors, some of which are outside the reasonable control of Consultant. While Consultant exercises reasonable commercial efforts to create and maintain E-commerce stores, like any new venture, there is an expected “ramp up” period of approximately 2-4 months (or perhaps longer) in which Store performance and sales may be slow, including a 4-8 week setup/configuration period that begins once Client completes all of Client’s ramp up steps (such as setting up accounts and a company through which Client conducts Store business) during which the Store is created. Following this configuration ramp up period, there is additional time that must pass as the Store gains traction within the E-commerce environment in the form of search visibility and account integrity. Further, Client must fully and patiently cooperate with Consultant in making any adjustments to bring the Store to its full potential over a period of not less than one year.
b. Business Risk.
E-commerce is an ever-changing industry that is subject to many different types of business risks, including but not limited to: (i) a changing legal environment in which regulations can emerge or change, impacting the marketability of products; (ii) macroeconomic changes that affect consumer spending, the emergence of recessions, and the like; (iii) changes in the popular appeal of and demand for different types of products; (iv) changes in E-commerce terms and conditions, to which Consultant and Client are bound alike, which may affect the marketability of Client’s Store’s Products; (v) changes in international politics or economics, which may affect, among other things, the ability to package, distribute and/or ship E-commerce products, and the costs thereof; (vi) market forces, including increased and/or changing levels of competition for any given product from other sellers of such product; (vii) unforeseen events, force majeure, and other external events that could affect the performance of any E-commerce store. There are no guarantees as to the Store’s profitability at any time, and Client is at risk of a loss of Client’s Initial Fee and other amounts. The average earnings of Consultant’s clients are outlined in Consultant’s disclosures and earnings form, which Client agrees was previously provided and which is outlined in the Summary.
c. E-commerce Terms.
The E-commerce platform, from time to time, with or without cause, can and does suspend or terminate accounts for various reasons, some of which may not be obvious or justified. If an E-commerce platform takes a negative action relating to Client, Consultant will exercise reasonable efforts to remedy the situation. However, Consultant makes no guarantees, and Client assumes all risks of a negative action by an E-commerce platform, including suspension or termination.
5. Term and Termination
This Agreement shall begin on the Effective Date and shall remain in effect for an initial term of 6 months. The Parties may, but have no obligation to, continue the
term of the Agreement for a 6 month term by written agreement.
Either Party may terminate this Agreement effective upon 30 days’ written notice, for any reason or no reason, at any time, provided that Client shall not receive any
credits, refunds, set-offs, or deductions for the Initial Fee or any Net Revenue Share due. If either Party files a voluntary petition in bankruptcy, this Agreement shall automatically terminate. Further, Consultant may immediately terminate this Agreement, or “pause” the operation of the Store, for cause. A “cause” shall include, but not be limited to: (i) any act or omission on Client’s part that frustrates the smooth operation of the Store, including attempting to contravene Consultant’s efforts, in Consultant’s reasonable discretion, after one written warning to Client providing at least 14 days’ notice; or (ii) any violation of this Agreement or applicable laws. In cases of a Store “pause,” the Parties may, in their joint discretion, reactivate the Store, but the client must again pay their initial setup fee to re-activate the store.
c. Effect of Termination.
Upon termination of this Agreement, any and all licenses
and rights granted to Consultant in connection with this Agreement shall immediately cease and terminate; Consultant’s rights to any payments, including for Net Revenue Share, that precede termination shall survive termination. In the event of any termination, Sections 7-14 shall expressly survive.
6. Relationship of the Parties; Non-Exclusivity of Services
The relationship of the Parties under this Agreement is one of independent contractors and nothing herein should be construed to constitute the Parties as partners, joint ventures, agent and principal, or employer and employee. This notwithstanding, when applying for third-party accounts, if the other Party could reasonably be considered a real party in interest, the applicant Party shall disclose the other Party as a true party in interest. Client understands and agrees that Consultant provides similar services to other companies and that Consultant will not, and is not required here under to, devote its entire business time and effort to Client.
7. Intellectual Property
Consultant (or its licensor) owns all right, title, and interest in and to the Services and all related technology and intellectual property and proprietary content, including all related copyrights and trademarks. Subject to this Agreement, Consultant grants
Client a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access
and use the Services solely in accordance with the Agreement; Consultant expressly reserves all rights in its intellectual property and proprietary content. Client shall retain all right, title, and
interest in and to Client’s Store and related assets and intellectual property and proprietary
content; provided, however, that Client grants Consultant a revocable (unless content has become public), non-exclusive, worldwide, royalty free, sublicensable, transferable license to
access and use the same, as well as Client’s name, likeness, history, experience, photographs,
videos, and any other materials and information provided by Client in connection with the
Consulting Services, including without limitation reviews, comments, social media posts,
messages, store rankings, scoreboards, earnings, profits, and sales, in connection with (a)
providing the Consulting Services to Client; and (b) marketing and advertising the Consulting
Services. Client will not receive any consideration, other than the terms of this Agreement, in
exchange for this license, and Client (and heirs, assigns, executors, and administrators) releases and discharges Consultant and its agents from any claims relating to this license.
Neither Party shall disclose the terms of this Agreement, except as required by applicable law or if compelled by a court of competent jurisdiction. Each Party acknowledges that as a result of the transactions contemplated hereby, it may receive certain data, reports, records, compilations and other written information and be exposed to certain operational, financial, and other non-written information concerning the other Party’s business operations, its customers, Vendors, clients, intellectual property, designs, formulas, tra de secrets, and know how (collectively, the “Confidential Information”). The Confidential Information shall be deemed by each Party as confidential. In the event this Agreement is terminated, each Party shall promptly, without demand, return to the other Party or its assigns all Confidential Information that was acquired from such other Party or its assigns along with all notes, compilations, or other documents generated from the Confidential Information. Each Party also agrees tha , except as otherwise required by law, it shall not disclose the same to any party other than the receiving Party’s officers, designated employees, counsel, accountants, and other authorized representatives and shall take steps to ensure non- disclosure to third parties of any
Confidential Information or other confidential matters contemplated herein. The restrictions herein shall extend to both Parties and their respective clients/vendors and shall survive termination of this Agreement.
9. Prohibited Conduct
Client agrees that it will not: attempt to modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content that forms part or all of the Services; attempt to reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software employed by Consultant; use the Services in a manner that could disable, overburden, damage, or impair the Services; use any robot, spider, or automatic device to access the Services; introduce any virus or other malware to any Consultant website, application, or related servers; attempt to gain access to any aspect of the Services without or exceeding authorization; attempt to resell or sublicense the Services; use the Services to engage in any conduct that restricts or inhibits the use of the Services by any other person or entity, or which, as determined by Consultant in its sole discretion, may harm Consultant or other users of the Services or expose them to liability.
10. Representations and Warranties; Indemnification
Client represents and warrants that it has the authority to enter into this Agreement and that it will fully comply with all terms of this Agreement and of E-commerce and all applicable laws, including as related to the Store and Product. Client is solely responsible for its own legal compliance, including as related to the Store and Product. Client agrees to defend, indemnify, and hold harmless Consultant and its parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, shareholders, and licensors, from and against any claims, damages, losses, liabilities, costs, attorney’s fees, and expenses arising out of or related to any third-party claim concerning: (a) Client’s use of the Services; (b) Client’s Store or Product; (c) Client’s breach of this Agreement; or (d) Client’s violation of any applicable law.
Consultant represents and warrants that it has the authority to enter into this Agreement and that Consultant’s intellectual property as related to the Services does not knowingly infringe on any third-party intellectual property rights. Consultant agrees to defend, indemnify, and hold harmless Client from and against any claims, damages, losses, liabilities, costs, attorney’s fees, and expenses arising out of or related to any third-party claim alleging violation of the representations and warranties contained in this Section 10(b). As outlined in Section 11, Consultant expressly disclaims all other representations and warranties, including as related to the Store, Product, Net Revenue, and profits; and Consultant will not defend, indemnify, or hold harmless Client for any other issues, including allegations against or related to Client’s Store or Product or related to E-commerce’s terms, including any policies.
The indemnitor may not settle any claim without the written consent of the indemnitee, and the indemnitee agrees to reasonably cooperate with the indemnitor.
11. Disclaimers of Warranty; Limits of Liability
The consulting services are provided on an “as is” and “as available” basis. Except as set forth herein, consultant disclaims all representations and warranties, express or implied, arising by operation of law or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title, as well as any warranties arising from a course of dealing, usage, or trade practice. Consultant does not warrant or guarantee that its services will result in any profit for client. Subject to section 3i (refunds), client’s sole and exclusive remedy against consultant, under tort, contract, or any other theory, shall be limited to the net revenue share paid by client to consultant for the 3 months preceding the liability or $500, whichever is greater. Consultant shall not be liable for any indirect, incidental, special, consequential or punitive damages (including but not limited to damages for lost profits or lost revenues), regardless of notice otherwise. Consultant disclaims all liability arising from or related to client’s failure to keep store credentials or other datasecure. consultant shall not be liable for any third-party conduct, content, or omissions, including as related to the E-commerce platform or technical errors. The provisions of this section also disclaim and limit liability for consultant’s parents, affiliates, vendors, owners, officers,directors, employees, and agents as third party beneficiaries. this section shall survive any termination of this agreement. Some jurisdictions do not allow certain disclaimers or limits of liability, so the above disclaimers and limits of liability may not apply to you.
With respect to its access to and processing of third-party personal information
as related to Client’s Store, Consultant is acting solely as a “service provider” as defined in the
California Consumer Privacy Act and similar privacy laws (“Privacy Laws”). The Parties shall
follow reasonable data security protocols in relation to such personal information. Consultant shall not sell such personal information or copy, retain, use, or disclose such personal information for any other purpose other than that which is reasonable and necessary to perform the Services (which may include any necessary legal and security purposes). Client shall not rely on Consultant for Client’s compliance with Privacy Laws as Client is solely responsible for Client’s own compliance with all laws. If either Party obtains any consumer request under Privacy Laws that involves the other Party (such as a request to access or delete information), the Parties shall promptly work together to resolve such consumer request.
13. Dispute Resolution
This section significantly affects how any disputes that arise between you and consultant must be resolved.
The Parties agree that all Claims must be resolved exclusively through
final and binding arbitration, rather than in court. “Claim(s)” means any dispute between the
Parties and/or their parents, subsidiaries, affiliated companies, employees, agents, officers,
owners, directors, shareholders, Vendors, and/or licensors (who shall be third-party beneficiaries of this arbitration provision) arising out of, related to, or in connection with this Agreement, the Services, or Consultant’s representations. There is no judge or jury in arbitration. One arbitrator will resolve all Claims, including any disputes arising out of or related to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that this requirement to arbitrate is void or voidable. The arbitrator’s award will be final and binding, and a judgment on the arbitrator’s award may be entered by a court. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, available at www.adr.org. The Parties agree to begin any arbitration by submitting a Demand for Arbitration to the AAA. This agreement to arbitrate will not preclude any action for injunctive relief in aid of arbitration. Payment of all arbitration fees will be governed by the AAA’s rules.
b. Class Action Waiver.
The parties may only bring claims against the other on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative action. This waiver is a material provision of this agreement. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a class, consolidated, or representative proceeding. the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claims.
c. Governing Law and Location.
The parties agree that this Agreement and any Claims shall be governed by and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, exclusive of conflict or choice of law rules.
Each Party has had the reasonable opportunity to rely on legal advice
from counsel, so that the terms of this Agreement and its consequences have been or could have been completely read and explained to the Party by an attorney, and that the Party has either done so, or freely chosen not to do so, and each Party fully understands the terms of this Agreement. This Agreement represents the complete and exclusive statement of the entire
agreement between the Parties and supersedes all prior and contemporaneous promises and
agreements, as well as negotiations and discussions, between the Parties regarding this subject
matter. This Agreement supersedes any terms and conditions posted on either Party’s website(s). Any modifications to this Agreement must be in writing and signed by duly authorized representatives of each of the Parties and must expressly state that it is the intention of each of the Parties to amend the Agreement; provided, however, that Consultant may modify this Agreement in its sole reasonable discretion, including to comply with new laws, upon 30 days’ notice to Client. No breach of any provision of this Agreement shall be deemed waived unless the waiver is in writing, signed by a duly authorized representative of the waiving Party. Waiver of any breach shall not be deemed a waiver of any other breach of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of each Party and its respective executors and administrators. This Agreement and the rights and obligations hereunder shall not be assignable by Client without the prior written consent of Consultant. Consultant may transfer and assign this Agreement in its sole discretion. This Agreement may be executed by electronic signature and in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. No Party shall dispute electronic signatures. All notices shall be sent electronically: (a) for Client, to the email address identified in the Summary; and (b) for Consultant, to firstname.lastname@example.org. Such notice shall be deemed effective when emailed if there is no notice for failure to send. Neither Party shall be responsible for any failure to perform beyond its reasonable control, including without limitation, acts of God, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, pandemics, or interruptions in telecommunications or internet services, or due to third-parties, including Vendors, E-commerce, or network providers. If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions of the Agreement that can be given effect without the invalid provisions and to this end the provisions of this Agreement are declared to be severable.
Agreement of Terms
I acknowledge that I have read this document, including the terms and conditions that is set fourth within this document. I understand that by digitally signing I acknowledge that I will be charged for the one-time setup and reoccurring monthly service fee, and that by signing; I accept the responsibility of all payments that are required to fulfill this agreement.