Agency Master Services Agreement

Agency is an independent contractor, not Appearify’s agent, partner, employee, or franchisee. Neither party may bind the other. Agency contracts with its own Clients in its own name and is responsible for those relationships, including pricing, billing, and support Agency chooses to offer on top of Appearify.

Agency manages Client businesses under agency seats. Pricing is by band — each band covers a set number of Client locations, with per-additional-location pricing beyond the band — at the rates shown at sign-up. The current bands and per-location rates are always the ones displayed on the pricing page and at checkout.

Appearify is the merchant of record and bills Agency directly at the plan/band level (not per end-Client). Agency is responsible for paying Appearify regardless of whether Agency’s Clients pay Agency. A new agency account has the same 30-day money-back on its first payment (email hello@appearify.ai, once); after that window, agency payments are non-refundable. Downgrades and location removals take effect at the end of the billing period with no proration; added locations mid-period are billed at the per-location rate for Agency’s band. See the Refund and Cancellation policy for the agency specifics.

The “one business, one active subscription” rule still applies per Client business. If a Client business already has its own direct Appearify subscription, Agency cannot double-subscribe it; the Client can add Agency as a delegate seat instead. Appearify refuses (without charge) any attempt to double-subscribe a business.

Agency may present Appearify results and plays to its Clients under Agency’s own brand and client-facing dashboards, where the product supports it. Agency may not remove or alter the tamper-evident receipt provenance, misrepresent how results are produced, claim to be Appearify, or imply that Appearify endorses Agency. The public scoreboard, the measurement methodology, and receipt verification remain Appearify’s property and must not be presented as Agency’s own intellectual property.

Agency represents that, for every Client business it adds, it is authorized by that business to act on its behalf, including to run scans, receive texts/emails on its behalf where applicable, and manage its listing. Agency will comply with the Terms of Service and Acceptable Use for every account it manages, will keep accurate Client information, and is responsible for obtaining any consents its Clients’ end-customers require (including SMS opt-in). Agency indemnifies Appearify for claims arising from an unauthorized or misrepresented Client.

The DPA applies to Personal Data Agency provides about its Clients and their representatives; Agency is Controller (or a processor for its Clients) and Appearify is Processor, as set out there. Subprocessors are listed at /legal/subprocessors.

These obligations are mutual and narrow, and run during the term and for 12 months after it ends:

• Channel non-poach (Appearify → Agency’s managed Clients): while a Client business is Agency’s active, paid, managed account, Appearify will not direct-sell that specific business a competing or duplicate direct Appearify subscription to displace Agency. This protection is enforced in the product, not just on paper: a business Agency actively manages sees a neutral “this business is already being looked after” state on Appearify’s direct signup funnel rather than an open checkout. The protection is scoped precisely — it covers only currently active, paid, managed Clients; it does not cover prospects, leads, or businesses Agency has merely identified or pitched but is not actively managing; and the wall lifts automatically when the managed relationship ends (Client leaves Agency, stops paying, or Agency stops managing it), after which that business may sign up directly like anyone else.
• Non-circumvention (Agency → Appearify): Agency will not use the relationship to circumvent Appearify — it will not resell a competing measurement product as if it were Appearify, nor misrepresent Appearify’s methodology or receipts as its own.
• Non-solicitation of personnel: neither party will knowingly solicit for employment the other’s employees who were directly involved in the relationship. General job postings not targeted at those individuals are excluded.

Each party protects the other’s non-public information disclosed under this MSA, using it only for the relationship and protecting it with reasonable care. Client lists, pricing, and methodology details are confidential.

This MSA runs while Agency maintains an active agency subscription. Either party may terminate for convenience at the end of a billing period, or for uncured material breach on 30 days’ notice. On termination, Agency’s Clients may be offered the chance to continue directly with Appearify (subject to the one-business-one-subscription rule); Agency’s receipts remain exportable per the Terms.

The disclaimers (“as is,” and specifically no guarantee of what any AI assistant says), the limitation of liability, and Florida governing law / dispute resolution in the Terms of Service apply to this MSA and are incorporated by reference. Where this MSA and the Terms conflict for agency use, this MSA controls.

This MSA, together with the Terms of Service, the DPA, and the Subprocessors list, is the entire agreement for agency use and supersedes prior discussions. Changes must be in writing.