Social Media Plans Terms & Conditions
This Social Media Packages Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) has engaged Our Powers Combined Digital Media & Marketing LLC (Contractor) to perform certain Services as outlined in the order submission through Contractor’s website www.opcsocial.com/social. This is a legally binding agreement between you and Contractor. By becoming a Contractor Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to Contractor via www.opcsocial.com/social, phone, email, or in-person..
Contractor will provide the Services to Client as outlined on the Contractor website (www.opcsocial.com).
- Contractor OBLIGATIONS
2.1 Contractor will provide Services to Client in accordance with Contractor`s standard policies and procedures. Contractor reserves the right to reject Clients for any other reason, in Contractor`s sole discretion. Contractor will be responsible for all aspects of providing the Services.
2.2 All Contractor rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and Contractor may change its rules, policies and operating procedures from time to time in its sole discretion.
- FEES AND PAYMENT
3.1 You authorize regularly scheduled charges to your Visa, MasterCard, American Express or
Discover card. You will be charged each billing period for the total amount due for that period. A
receipt will be emailed to you and the charge will appear on your credit card statement.
3.2 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.
3.3 Initial charges for service will be paid in advance of service. Thereafter, Contractor will attempt to charge Client’s credit card on the monthly anniversary date of the Client first ordering services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees.
3.4 Except in the case of a material breach of this agreement by Contractor, Contractor does not issue refunds of any fees for any reason.
3.5 Cancellations are required in writing by email by Client’s next billing date.
3.6 Continuation of work on a Client that is passed due who did not cancel will result in accrued backpayments due, but we do not charge interest. We promise to keep accurate records of all communication and work performed to justify the backpayment due.
- Client Requirements.
Client agrees to the following terms for optimal delivery of services.
4.1. Provide required intake information requested through https://opcsocial.com/Client-questionnaire/, and submit pre-approved existing content such as photos, videos, graphic design elements, and more, within 3 business days of submitting the order for Contractor’s services, for timely campaign creation.
4.2. Use Slack as the only means of communication with Contractor for any business related communication needs.
5.1 All images, photographs, and video content designed by Contractor for Client’s social media or any other purpose, as well as provided by Client shall belong to and are property of Client.
5.2 Client agrees that Contractor has the right to use materials created pursuant to this Agreement for Contractor’s portfolio, samples, self-promotion including advertising for Client’’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Contractor and Client may agree in writing to such limitation.
5.3 Notwithstanding Client’s ownership of the property, Contractor shall have the right to use all images, photographs, videos, and other content created by Contractor for its own marketing purposes.
5.4 If requested, Client will be given a chance to approve any content prior to public availability. Client’s approval must be given by email sent by a direct representative of Client.
Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, social media programs, social media volume, social media conversion rates, social media methods and processes, social media proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party's employees and other confidential or Proprietary Information belonging to or related to a Party's affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
Client grants Contractor a limited, non-transferable, non exclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government Contractor or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
- Additional Services.
All services outside the scope of this Agreement that are requested by the Client and which Contractor agrees to perform will be billed at a rate of $200 per hour. Client will be notified and must approve in writing (e-mail is sufficient) additional services before they will be performed, although Contractor may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by Contractor.
- Handling of Disputes.
The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to Contractor, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments (or files a chargeback) after the three day cancelation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and Contractor reserves the right to dispute such cancelation and pursue Client for monies owed to Contractor for services already performed but unpaid by Client due to such credit card cancelation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancelation dispute, it is liable to pay Contractor for the work already performed as of the time of the cancelation request, at an hourly rate of $200 per hour for all hours spend on Client's project Contractor will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon Contractor's demand and within 30 days, Contractor reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute. Additionally, if Contractor is successful in any credit card cancelation dispute, Contractor reserves the right to pursue Client for the costs Contractor had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Contractor and its representatives spent handling such dispute, at Contractor's hourly rate of $200.
- WARRANTY DISCLAIMERS
Contractor EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
10.1 Contractor does not warrant or guarantee any specific level of performance or results. Example of results obtained for other Clients of Contractor may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.
10.2 “The Platforms” refers to the social media networking platforms Facebook, Instagram, Twitter, Pinterest, LinkedIn, and Google Plus owned by Facebook, Inc., Twitter Inc., Cold Brew Labs, Inc., LinkedIn Corporation, Microsoft Corporation, Pinterest Company, Google Inc, and Alphabet Inc.
- Termination of Client Account by The Platforms
11.1 It is possible that The Platforms may terminate Client's account due to noncompliance, whether due to a change in their terms and conditions or due to use of or activity associated with Client's advertising account, by Client or at Client's direction, that is noncompliant with The Platform’s terms and conditions. Client understands that The Platforms by their terms of service can arbitrarily terminate a user’s account without giving a specific reason. Client agrees to hold Contractor harmless in the event of Client's user profile being terminated.
11.2 In the event this happens, Contractor agrees to attempt to re-activate Client’s account that was shut down or to set up a new social media account, to allow Contractor to continue its work under this Agreement, and Client agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, but Contractor provides no guarantees that such efforts will be successful. If Client is not able to get its social media account reactivated or a new account set up, or chooses not to do so, Client indemnifies Contractor and holds Contractor harmless for any losses Client may suffer as a result.
12.1 If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
- Headings. The headings used in this Agreement are for convenience only and shall not
be used to limit or construe the contents of this Agreement
Client will indemnify and hold harmless Contractor and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.
- LIMITATION OF LIABILITY
Contractor SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF Contractor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Contractor`S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO Contractor BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in Contractor’s sole discretion. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Contractor`s prior written consent and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Nevada without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Clark County, Nevada, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.