The Social Brand and "Your Company" agree (this "Agreement") as follows:
The Social Brand will render services to your company on a monthly basis beginning on the date mentioned in the signed proposal.
- Although we request clients to mentally commit to 90 days with our services, we do not require a contract for this time.
- For cancellation, we do require at least 10 days notice prior to the date of payment for service. Cancellation notices must be submitted to email@example.com. This is so we can cancel your automatic payment without issues.
- If we decide that the partnership between The Social Brand and your company isn't working out, we reserve the right to terminate our working relationship at any time with or without notice.
- If either of us choose not to work together and there is a balance owed to The Social Brand, your company is agreeing to pay it.
- The Social Brand agrees to undertake and complete the Services that we outlined in our Proposal with your company.
- We also agree to stick to the schedule outlined in our Proposal.
- Your company agrees to pay The Social Brand according to our fee structure.
We can't guarantee that our work will be error-free (we're human!) so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
The Social Brand warrants that:
- the Services will be performed in a professional manner and done according to best practices at all times
- The Social Brand will comply with all applicable laws and safety rules in the course of providing Online Advertising services. It is our goal to follow the law and get your company the results at the same time!
- The Social Brand and any relevant contractors of The Social Brand will hold all necessary and required licensing to provide Online Advertising services according to industry best practices.
- The Social Brand will establish and/or optimize your company's digital presence across the agreed-upon channels for the charges outlined in the pricing section of the SOW, due at the cadence outlined in the pricing section of the Proposal
- The Social Brand will accept payment via ACH or credit card draft on the same day of each month.
- In the event that your company fails to pay The Social Brand by 5:00 p.m. (EST) 14 days following the issued Invoice, The Social Brand will stop services until payment is received.
- Once payment for the period has been made in full, The Social Brand will resume the provision of services.
- At times, a re-engagement fee will be required.
- Should a suspension of services occur, the complete payment will be necessary to resume services.
- Your Company agrees to pay all AdSpend charges directly to the platform (i.e. Google, Bing, Yelp, etc.). Under no circumstance will The Social Brand be responsible for these expenses as all ads are run on your company's behalf.
VI. Amount Access & Authorization
- The Social Brand is authorized by your company to assume the identity of your company in all online interactions on the internet including, but not limited to, posting online advertisements, responding to leads and any other necessary interaction.
- By signing this agreement, you, your company and representatives of your company are agreeing to hold confidential The Social Brand proprietary information and processes as we will honor your business.
VII. Rights to Created Ad Campaign
- Your company will retain the right to all ad campaigns created by The Social Brand for your company, while under contract, ad infinitum. However, your company may not distribute for profit any content created by The Social Brand for your company, at any point, without the written consent of The Social Brand.
- In the event that your company chooses to not engage with The Social Brand for ongoing online advertising services, you will have rights to your online advertising campaigns and will be responsible to accept access to all accounts within 30 days. If your company or a representative of your company doesn't accept access to the account, you will not have access. After 30 days of an inactive account, The Social Brand has the right to delete the account if your company hasn't accepted access.
- If services are paused, The Social Brand's staff will stay on your accounts as admins for up to 30 days. However, if your paused services go beyond 30 days - you will be automatically offboarded by The Social Brand's staff. You will receive an email making you aware of this.
- In the event that you do not accept access within the 30 days and your account has not been deleted, if a representative of The Social Brand has to aid with transferring access, this will be billed at our regular hourly rate.
VIII. Liability Waiver
- Establishing a digital media presence and initiating a two-way flow of communication between your company and the public can have unintended consequences on your company's reputation. Should this occur, your company waives its right to hold The Social Brand responsible for any damage and/or liability that may arise from The Social Brand's actions on behalf of your company, provided The Social Brand isn't grossly negligent.
- If, at any time, your company does not agree with actions taken by The Social Brand on its behalf, it must notify us in writing via firstname.lastname@example.org.
IX. Service Interruption
- Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, laws, proclamations, edits, ordinances or regulations, riots, earthquakes, floods, explosions or other acts of nature.
- The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume.
- In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
- Your Company hereby engages The Social Brand.
- The Social Brand hereby accepts engagement as a Consultant to your Company subject to the terms and conditions contained in this Agreement.
- The Social Brand will for all purposes be deemed an independent contractor and will not be deemed an agent or employee of your Company.
- The Social Brand and your Company do not intend to create a joint venture, partnership or other relationships, which might impose a fiduciary obligation on The Social Brand or your Company in the performance of this Agreement.
- The Social Brand acknowledges and agrees that we are obligated to report as income all compensation received by us pursuant to this Agreement and we agree to and acknowledge the obligation to pay all self-employment and other taxes thereon.
XII. Entire Agreement
- Should either party violate the terms of or failure to meet the obligations set forth in this Agreement, such action will render the opposing party free from any further contractual obligation.
By signing the proposal prepared for you by The Social Brand, you are agreeing to these terms.
Updated on 3/4/2020