Social Media Services Agreement
This Agreement is entered into between Keltech Designs LLC (“Company”) and You (“Client”). Company and Client may be referred to herein individually as a “Party” or collectively as the “Parties”.
- Engagement. Client hereby appoints Company as Clients agent for the purpose of accessing certain Client accounts that Client has (each an “Account”) with various social media websites (each a “Site”) and performing Services (as defined below), through such Accounts on Clients behalf.
- Social Media Sites. Client will provide Company with access to Client’s Account on each Site and further agrees to update Company with changes to Client’s id and password information. Client is solely responsible for maintaining, in good standing, each Account which Client instructs Company to perform Services for. Company is not liable for any activity or actions taken through the Account. Client actions through the Site all while using Client’s Account. Client acknowledges that Company will be contacting other members and/or users of Sites as well as taking other actions through the Site all wile using Client’s account. Client assumes all responsibility for all actions taken by Company through the Account and specifically acknowledges that Company’ actions may create liability on Client’s part to the Site and agrees to assume all such liability.
- Services. The “Services’ consist of promoting Client’s products and/or services (“Products”) through the Account on the Channel. Services may include, without limitation, some or all of the following:
• establishing new Account(s) in Clients name on one or more Sites;
• composing and posting messages through an Account with various Sites;
• initiating advertising campaigns within the Site and with other Sites through an Account;
• monitor user comments and conversations on Sites related to Client and respond when applicable;
• contact bloggers and social media users on behalf of Client
As part of the Services, Company may post messages for Clients approval to be posted on the Sites through the Account. Client agrees that the exact wording of each posted message in its final form may differ from what was proposed to Client. Client is required to accept or reject the proposed messages within the specified timeframe according to the initial proposal. Failure to approve the messages within such time period will not relieve Client of any obligations under this Agreement including Clients payment obligations. Once approved, Company will then post the message through the Account to one or more Sites. Client agrees to hold Company harmless against any claim resulting from any such posted message.
- Fees. In exchange for Services, Client agrees to pay Company the initial retainer fee as specified in the initial proposal to activate Services. Thereafter, on or before the 1st of every month, Client will pay to Company the recurring MONTHLY amount specified in the initial proposal selected by Client for a period of 3 months. All fees are NON-REFUNDABLE.
- Client Data. From time to time, Client may provide material including, but not limited to, the messages referred to in Section 3, writings, pictures, videos, graphics and other data and material (collectively “Client Data”) for Company to either post on a Site or use for advertising or other purposes. Client represents and warrants that all Client Data is either owned by Client or Client otherwise has all rights necessary in any and all Client Data to allow Company to post and use the Client Data in performing the Services. Client further represents and warrants that providing the Client Data to Company, and Company’s inclusion of the Client Data in the Services, does not violate any third party rights and does not violate any laws.
- Compliance with Laws. Client represents and warrants that Client will use the Services solely in compliance with applicable laws. Client further represents and warrants that Client Data and Client’s presence on any Site does not contain links to an illegal or offensive sites, is not associated with any illegal activities and does not contain false or misleading information.
- Indemnification. Client shall defend, indemnify and hold harmless Company, its directors, officers, employees, agents, assigns and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of, resulting from or related to this Agreement. This provision shall survive the termination of this Agreement.
- Warranty. Company shall utilize its talents in completing the Services in a professional manner. Company does not make any other guarantee as to the Services in a professional manner. Company does not make any other other guarantee as to the Services. OTHER THAN EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES TO BE PERFORMED UNDER THIS AGREEMENT WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE SERVICES DO NOT GUARANTEE THAT CLIENTS BUSINESS WILL INCREASE, THAT CLIENTS EXPOSURE WILL IMPROVE, THAT CLIENTS PROFITABILITY WILL INCREASE OR THAT ANY OTHER OUTCOME WILL OCCUR AS A RESULT OF THE SERVICES.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES. EVEN IF COMPANY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL COMPANY’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO CLIENT, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THIS PROVISION SURVIVES TERMINATION OF THIS AGREEMENT.
- Term. The term of this Agreement shall begin on the date specified in the initial proposal selected by Client and shall end 3 months thereafter (“initial Term”). At the end of the Initial Term, the term of this Agreement shall automatically renew for an additional 3 months (each a “Renewal Term”). The Initial Term, and all Renewal Terms, if any, together, shall be referred to as the “term” of this Agreement. Company or Client may terminate this Agreement at any time by written notice. Upon such termination, Client shall remain liable for any fees due up to the date of termination.
- Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Arkansas. Any action brought related to this Agreement shall be brought before a court of competent jurisdiction in the County of Pulaski, State of Arkansas.
- Headings. Section headings are for ease of reference only and not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
- Waiver. A Parties failure to invoke any right, condition, or covenant in this Agreement shall not be deemed to imply or constitute a waiver of any rights, condition or covenant.
- Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
- Entire Agreement. This document constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.