MEMBERSHIP TERMS OF SERVICE

 This is an agreement between you (“You”) and Secret Agency doing business online at https://secretagency.it (“Us” or “We”).

By ticking the checkbox below, you agree to the following terms and conditions:

1. SERVICES: We offer the following types of services to our clients: 

1a Consulting Services:  Our services may include but are not limited to advertising, print, web and app design, web and app programming and development, search engine optimization, writing and editing, brainstorming and consultation, audio editing, video editing, and image editing, and recommendations for Third Party Services.  Our Consulting Services may be availed on a pre-paid, hourly basis (“Hourly Consulting Services”); on a limited one-time only basis at a flat rate (“Flat Rate Services”); or on an ongoing, monthly or yearly basis until the client decides to cancel or fails to pay for their subscription (“Subscription Services”).   

1b  Third Party Services:  As part of our Consulting Services, we may recommend additional products and services to be performed by third parties, which may support or supplement our Consulting Services. These may include but are not limited to press release distributors, business directories, web hosts, web proxies, web security services, domain registrars, stock image libraries, advertising on social networking websites, etc. Third-party services are governed by their respective Terms of Service; Secret Agency will not be responsible for any issue arising out of their service.

2. MEMBERSHIPS:  We offer the following general types of membership levels for the sole purpose of providing our clients various ways to purchase our Consulting Services: 

2a.  Basic Membership Level:  This is a free membership that clients may join to register a user account, which will allow them to purchase our Hourly Consulting Services on a pre-paid hourly basis. No Services are included with the Basic Membership Level. 

2b.  Monthly Retainer Membership Levels: These are paid, monthly memberships that include a certain number of pre-paid hours of Hourly Consulting Services per month, or a certain hourly rate, as specified in the title and description of the specific membership level purchased,  Monthly Retainer Memberships renew monthly unless canceled 24 hours prior to the monthly renewal date. Unused hours cannot be refunded. However, accounts in good standing may roll over hours to the following month. Unused hours will expire if not used within 1 year of cancellation.   Dates and times of hourly services performance are based on availability.

2c. Yearly Retainer Membership Levels:  These are  paid, yearly memberships that include a certain number of pre-paid hours of Hourly Consulting Services per month, or a certain hourly rate, as specified in the title and description of the specific membership level purchased. These memberships renew yearly unless canceled 24 hours prior to the renewal date. Unused hours cannot be refunded. However, accounts in good standing may roll over hours to the following month. Unused hours will expire if not used within 1 year of cancellation.  Dates and times of hourly services performance are based on availability.

3. PAYMENT AND BILLING: The Services availed will be billed according to the nature of the Service:

3.1 Hourly Consulting Services: Our pre-paid hourly Consulting Services are billed at the rate specified in the title and description of the specific membership level purchased.

3.2  Flat-Rate Services: These Services will be billed at a one-time fee that will be specified at the time of purchase. 

3.3 Subscription Services: These services will be billed on an ongoing monthly or yearly basis until cancellation, at the rate specified in the title and description of the specific membership level purchased  

3.4 Third-Party Services: If you choose to avail services from third parties recommended by us, it is your responsibility to pay for and keep such services active. You may request that we pay for these services on your behalf,  which we may choose to do on a case by case basis, marking up the price at our sole discretion. We will notify you of the cost and obtain approval before availing Third Party Services. 

3.5 All Services must be paid for in advance, and all payments are non-refundable. We reserve the right to withhold and block access to our Services and the resulting work product from our Services (“Work Product”) until payment has been received. 

3.6  Payment Information: Payments are made via a 3rd party payment processor.. We do not collect or store credit cards or other payment information on our site. If a recurring payment fails, it may be retried automatically. If it still does not go through after a few attempts, we will cancel the subscription. 

3.7 Currency: Unless agreed to in writing, all payments will be made in US dollars.

 

4. LATE FEES AND PENALTIES: In the event that you dispute any charges for services with your payment/credit card provider, resulting in a chargeback to our bank, payment gateway, or other service provider, you will be held liable for the original charges plus any fees that we incur as a result of your dispute.

In addition, failure to pay for Services rendered will be subject to Late Fees of 30% per year interest to be compounded daily from the date of the original charge until the amount is paid with a maximum Late Fee cap of 150% of the unpaid balance. We may also withhold Services or block your access to the Work Product of any Services we have provided upon your failure to reimburse us for the original charge, bank fees, plus any accrued Late Fees after 30 days.

5. EXPENSES: We shall be responsible for our own incidental expenses incurred while performing the Services under this Agreement such as telephone charges, local travel expenses and other related costs. However, we shall not be responsible for expenses for Third-Party Services.

6. CANCELLATION AND TERMINATION: Either party may cancel your membership at any time which can be done by clicking “cancel” on the following page: https://secretagency.it/membership-account/.  We are entitled to full payment for Services performed prior to cancellation and are not required to refund any portion of payments received.  Unused hours after cancellation will expire and be forfeited if not used within 1 year of cancellation. Therefore, this agreement will continue  to be in force for a period of 1 year from the date of cancellation. The following clauses of this agreement survive termination: 4, 6, 7, 10, 11,  12, 15, 16, 17, 18, 19.

7. INDEMNIFICATION: You agree to indemnify and hold us harmless from any and all claims, liabilities, damages, and expenses including, without limitation, attorney’s fees, of defending any third party claim or suit, arising out of or in connection with our performance under this agreement. You shall promptly notify us in writing of such claim or suit and we shall have the right to fully control the defense and any settlement of the claim or suit. 

8. OBLIGATIONS: It is incumbent upon you to request the hourly services you would like performed in a timely manner, giving us at least two weeks notice before you would like any Service performed. However, given the nature of our Services, we cannot commit to any particular deadlines for completion of those Services.

9. PRIVACY POLICY: Our Privacy Policy, available at https://secretagency.it/privacy-policy/, explains how we treat your personal data and protect your privacy when you use our services. By agreeing to these Terms of Service, you also agrees to the Privacy Policy.

10. NO WARRANTY:   THE GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED AS-IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SECURITY, MERCHANTABILITY, USABILITY, ACCESSIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  TO THE EXTENT ALLOWABLE BY LAW, ALL WARRANTIES ARE DISCLAIMED.

11. NOT LIABILE:  Given the nature of our work with networked computers on the internet that are not fully under our control, in no event shall we be held liable for lost profits, special, incidental or consequential damages (even if we has been advised of the possibility of such damages) nor shall we be held liable for any damages, costs or expenses for you, your business, your customers, your employees, assignees, or anyone else associated with you or your business regardless of cause. 

12. CHANGES TO THE AGREEMENT: We may update these Terms of Service from time to time without notice. The updated version will be available at https://secretagency.it/membership-terms-and-conditions/

13. TIME AND COST ESTIMATES:  Any estimates for time and cost of Services that we provide are non-binding and subject to change.    

14 WORK PRODUCT APPROVAL:  As we perform the Services under this agreement, from time to time we will provide you with Work Product Items (“Items”) for your approval. Items may include but are not limited to design mockups, technical specifications, verbiage, web pages, etc. 

You agree to make a good faith effort to provide the necessary feedback in order to work towards approval of Items in a timely manner. If you fail to provide feedback on Items submitted for approval within 7 days, Items shall be deemed approved. 

Once approval has been given on any particular Item either in writing or verbally, or once we have begun working on an item, any changes requested to the requirements for that item will constitute a “Change Order.”  

In the case that we are performing Flat Rate Services, any Services performed for Change Orders may be billed at the current hourly rate as specified at https://secretagency.it/membership-account/membership-levels/

However, if intended changes or events beyond the parties’ control are of major consequence, such that they require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this Agreement.

15. CONTACT INFORMATION: For any questions or concerns, you can call us at 805-665-3166 or email us at [email protected].

16. TAXES: The charges included here do not include any tax. Consultant shall not pay any interest or penalties incurred due to late payment or nonpayment of any taxes by you or your business.

17. RESOLVING DISPUTES  If a dispute arises under this Agreement, you agree to first try to resolve the dispute with the help of a mediator of our choosing. Each party under this agreement will be responsible for their own costs associated with the mediation and will split the cost of the mediator evenly. If it proves impossible to arrive at a mutually satisfactory solution through mediation, we will submit the dispute to an arbitrator at our sole discretion. Judgment upon the award rendered by the arbitrator may be entered in court in Santa Barbara, California. Each party under this agreement will be responsible for their own costs of arbitration, including attorney fees and will split the cost of the arbitrator evenly.  

18 GENERAL PROVISIONS

18a. Sole agreement: This is the entire Agreement between us. This agreement supersedes and replaces any previous agreement you entered into on this website.

18b. Applicable law: This Agreement will be governed by the Laws of the State of California. Any legal proceedings arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Santa Barbara, California. Users must comply with all applicable laws while using our services.

18c .Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given when sent by email to the email address in the Contact Information clause of this Agreement or to the address entered by the user in their user profile on this website.

18d. No partnership: This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client’s behalf.

19. Consultants Materials and Intellectual Property  We own or hold a license to use and sublicense various materials in existence before the start date of this Agreement (“Consultant’s Materials”). We may, at our option, include Consultant’s Materials in the work performed under this Agreement. We retain all right, title and interest, including all copyright, patent rights and trade secret rights in Consultant’s Materials. Subject to full payment of the consulting fees due under this Agreement, we grant you a nonexclusive worldwide license to use Consultant’s Materials for the purpose of developing and marketing your products, but not for the purpose of marketing Consultant’s Materials separate from your products. The license shall have a perpetual term and may not be transferred by you. You shall make no other commercial use of Consultant’s Materials without our written consent.