PPC LOGIC SERVICE AGREEMENT

PLEASE READ THIS AGREEMENT IN DETAIL

Please read this agreement carefully before using this service. You, the Customer, may only use PPC Logic service (hereafter referred to as the Service) if you accept and comply with this agreement, which applies to all users of the Service. By using the Service, you agree to be bound by these agreements. If you disagree with any part of this agreement, then you do not have permission to access or use the Service.

Service. PPC Logic will provide PPC AI optimization services (“the Service”) to the Customer for Amazon-related pay per click marketing.

For the provided Marketplaces, Customer agrees to modify the login permissions on their Seller Central account to the permissions for the user specified by PPC Logic, adding Campaign Manager to the permissions for that user.

Standards. PPC Logic will provide the Service in agreement with the PPC Logic Help Center, located here, which is subject to change by PPC Logic from time to time without prior notice.

Payment and Billing Cycle. The Customer will pay agreed upon standard fees for the Service they select, with monthly payments through secure payment methods.

The Customer’s Billing Date is established at the time of onboarding and recurs monthly on that same calendar day. Billing Dates are not standardized to the first of the month; each Customer’s Billing Date is specific to that Customer. Each payment covers the one-month service period beginning on that Billing Date and ending on the day before the next Billing Date (the “Billing Cycle”). Where a Billing Date falls on a day that does not exist in a given month, the Billing Date for that month is the last day of that month.

The Service subscription plans are based on tiers of revenue, over a 3 month period, and the raising or lowering of a subscription plan occurs when we see a change in our set of parameters of revenue over a 3 month period. PPC Logic reserves the right to change its fees effective upon notice to Customer.

Customer Cooperation. Customer understands and acknowledges that performance of the Service requires timely information from Amazon and the Customer, and Customer agrees to provide all required details and permissions from all requests from PPC Logic for information and actions related to the Service. Customer agrees that PPC Logic may identify Customer publicly as a PPC Logic customer.

Confidentiality. PPC Logic agrees to keep all data and information received from Customer completely confidential and to only use Customer’s data for purposes of providing and improving the Service in general, including optimization routines specifically for the Customer, design and implementation of optimization actions and routines for customers generally, and development of standard operating procedures, algorithms and other systems related to the Service and the improvement of the Service. Customer also agrees to keep confidential any information intentionally or unintentionally provided by PPC Logic that is identified verbally or in writing as confidential, and to use such information only for purposes related to this Agreement, and to disclose such information to no other person or party.

As an analysis, consulting and AI service, we bind ourselves to non-disclosure of any data, specific or general about Customer’s account, methods, practices, sales or financial information and generally agree to non-disclosure of any data, with the exception of between Provider and Customer.

It is the purpose of our Service to provide excellent return for the investment made by the Customer and in doing so we hope to foster a long term partnership. In order to achieve this, clear goals must be laid out in advance of any work being performed after initial analysis. To that end, we will assist the Customer to formulate a strategy that will achieve PPC Goals in as timely a fashion as possible.

Waiver of Warranties. Each of the parties hereby disclaims, and the other hereby waives, any and all implied warranties, including all implied warranties of merchantability and fitness for a particular purpose regarding the subject matter of this agreement. Each of the parties hereby acknowledges and agrees that the other has not made any representations or warranties of any kind which are not otherwise contained in this agreement.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST DATA.

Limitation of Damages. IN NO EVENT SHALL PPC LOGIC’S LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO PPC LOGIC DURING THE SIX MONTH PERIOD BEFORE SUCH LIABILITY ACCRUES.

Term

The term of this Agreement is month to month. The Agreement renews automatically on each Billing Date and continues in force until terminated in accordance with the Termination and 30-Day Notice section below.

PPC Logic may terminate or suspend the Customer’s account and bar access to the Service immediately and without notice if there is a violation of these agreements, any misuse of the Service which impairs the effective use of the Service by others, or use of the Service to violate the rights of others.

Termination and 30-Day Notice

PPC Logic does not lock Customers into long-term contracts. There is no 6-month term, no 12-month term, and no 60-day or 90-day cancellation window. This Agreement is month to month. The single requirement to end it is thirty (30) days’ advance written notice.

The notice requirement

The Customer must provide PPC Logic with a minimum of thirty (30) days’ advance written notice of cancellation. This requirement is a material term of this Agreement.

Notice is effective only when received by PPC Logic in writing at the address specified in the Notices section below. The following do not constitute notice under this Agreement, and do not shorten, suspend, satisfy, or waive the 30-day notice period:

verbal notice of any kind, whether by phone, video call, or in person;
notice given to an individual PPC Logic staff member rather than to the designated notice address;
messages sent by chat, text message, direct message, social media, or any messaging application;
revocation, downgrade, or removal of Seller Central permissions;
cancellation of a credit card or payment method, initiation of a chargeback, or non-payment;
any other unilateral act by the Customer.

How the notice period is calculated

The 30-day notice period begins on the date PPC Logic receives written notice. Termination becomes effective at the end of the Billing Cycle during which the thirtieth (30th) day after receipt of notice falls.

The Customer remains responsible in full for every payment falling due on or before that effective termination date, including any payment falling due after notice has been given. Payments are not pro-rated. No partial-month, unused-period, or partial-refund of any kind will be issued.

The Customer receives the full Service through the effective termination date. Service is not suspended or reduced during the notice period.

Worked example

A Customer whose Billing Date is the 5th of each month gives written notice on the 1st.

The 30-day notice period runs from the 1st.
The payment due on the 5th is still owed in full.
That payment covers Service through the 4th of the following month.
The Agreement terminates on the 4th of the following month.
No further payment is due, and no further payment will be charged.

In practice, a Customer who gives proper notice will ordinarily owe one further monthly payment, and will receive the full month of Service that payment covers.

Discretionary early release

PPC Logic may, at its sole and absolute discretion, agree in writing to an earlier effective termination date than the one calculated above. Any such agreement applies only to the specific instance in which it is granted, must be in writing, and is not a waiver of this section or a precedent for any future cancellation by that Customer or any other Customer.

Survival of payment obligations

All payment obligations accrued under this section survive termination of this Agreement and remain fully enforceable.

Initial Service Period. Once the Service has been started, it will continue for a full thirty (30) days from the date of service start, and no refunds will be made for that initial 30-day period. Termination prior to the start of the Service may result in a full refund.

Termination at or after the start of the Service is governed by the Termination and 30-Day Notice section above. The 30-day notice requirement applies in addition to, and not in place of, this initial 30-day period.

Revocation of Permissions. Unless specified by prior agreement, revocation by the Customer of any of the permissions described in this Agreement during the course of the Service constitutes a Customer termination of this Agreement, and the Agreement will be terminated with no refund of any kind.

Such revocation does not satisfy the written notice requirement. The Customer remains liable for all amounts that would have become due through the effective termination date calculated under the Termination and 30-Day Notice section, as though proper written notice had been given on the date of revocation.

PPC is a subject which can lose money initially, whereas the goal of the Service is to recommend modifications in pursuit of the Customer’s goals. By signing this agreement, the Customer recognizes the variables of this type of procedure and further agrees to provide the goals they wish to ultimately achieve with their PPC.

Upon completion or termination of the Service, PPC Logic expects Customer will remove all permissions set in Seller Central for this work, and PPC Logic will not be liable for any damages, lost profits or campaign activity of any kind after termination of the Service.

PPC Logic will be held harmless in any services provided or any actions taken by the Customer in the use of the Service.

Survival. Despite termination, the following sections of the Agreement shall survive and continue in full force and effect: Confidentiality, Intellectual Property, Waiver of Warranties, Limitation of Liability, Limitation of Damages, and all payment obligations accrued under the Termination and 30-Day Notice section.

Assignment. Customer shall not assign this Agreement, nor allow any other entity than the Customer entity signatory to the Agreement, to use or benefit from the Service directly or indirectly. PPC Logic may assign this Agreement in the event of sale of PPC Logic or its assets or operations related to this Agreement.

Force Majeure. The performance by both parties shall be excused temporarily, without prior notification, if performance is rendered impracticable by forces outside their control, including changes in Amazon’s manner of operation, loss of Amazon user permissions, and incorrect or irreconcilable Amazon reports. If such force majeure persists for more than 10 days, either of the parties may terminate this Agreement immediately. Termination under this section is the sole exception to the 30-day notice requirement, and may not be invoked by the Customer on the basis of any act or omission within the Customer’s own control, including revocation of Seller Central permissions.

Service Irregularities. Due to PPC Logic maintenance and updates, and Amazon’s Traffic Validation software which can take up to 3 days to validate clicks and conversions, and other less predictable factors affecting the Services, Customer may experience delays, interruptions or other irregularities in the Services. PPC Logic reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Intellectual Property. The Service is and shall remain Intellectual Property of PPC Logic, including, and without limitation to, all rights to patents, copyrights, trademarks, service marks, trade secrets, and trade dress related to the Services, and any future development thereof, relating to the improvement and implementation of the Services.

Notices

Any notices of incorrect data, errors or problems related to the Services should be sent by email to exec@ppclogic.com.

All notices of cancellation must be sent by email to exec@ppclogic.com and are effective only upon receipt by PPC Logic.

PPC Logic will acknowledge receipt of a cancellation notice in writing. Customers are advised to retain that acknowledgment as their record of the notice date. If the Customer does not receive an acknowledgment within three (3) business days of sending notice, the Customer should assume the notice was not received and must re-send it. The notice period begins on the date of actual receipt by PPC Logic.

Contact Us

For any questions concerning this Agreement, please email exec@ppclogic.com.