DESIGNED BY GOSOCIAL.ME ALL RIGHTS RESERVED.
Throughout these Terms and Conditions, the parties referenced are as follows:
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In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following provisions:Â
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Marketing, Branding and Public Relations on an as needed basis. A list of services provided by Agency can be found in Appendix A of this AgreementÂ
This Agreement may be terminated by either party upon 30 days’ written notice to the other party.Â
 Client is required to pay at the time Services are requested of Agency, and prior to the start of any Services to be provided (“Payment”), by Agency. If Client is providing Agency with a credit or debit card for Payment amount, then Client is hereby authorizing Agency to automatically bill Client’s credit or debit card for all sums owed under this Agreement plus an additional 3% for card processing.Â
No other fees and/or expenses will be paid to Agency, unless such fees and/or expenses have been approved in advance by the Client in writing. Agency shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation.Â
Agency’s representations about timeline and its ability to complete the scope of the work herein are dependent upon Client’s prompt cooperation with Agency regarding documents and information that Agency needs from Client. Agency shall not be responsible for delays caused by Client in providing documents or information. Client also agrees that if Client has selected a campaign and Client chooses to change its social media handle(s), website, email address, etc. in the middle of a campaign, then Agency is not responsible for any lost promotions, damages, or setbacks.
Agency and Client have the right to mutually amend this Agreement at any time, but an amendment to this Agreement may only be made in a writing signed by Agency and Client.
Agency’s work may bring Agency and Client into confidential affairs of the other that are not readily available to the public, including, but not limited to plans for future developments, Agency agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of Agency throughout the term of this agreement, without written consent from Client.
If Agency incurs any loss or expense, including, but not limited to attorneys’ fees or costs, as the result of any claim, suit or proceeding made or brought against Agency arising from or related to work that Agency has prepared for Client based on work that was either approved by Client or was based on materials, ideas, or instructions from Client, then Client agrees to indemnify Agency and to hold Agency and its officers, agents, directors, and contractors harmless from and against any such loss or expense. Client’s obligation to indemnify the Agency hereunder for work arising from or related to this Agreement shall not be deemed terminated upon cancellation or end of this Agreement.
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Agency will not be liable to Client or others for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement. Agency’s maximum liability under this SOW shall not exceed the total fees received by it hereunder.
Client hereby grants Agency permission to release information and Client’s name and/or likeness in its sole and absolute discretion with respect to the existence of the above-referenced project in advertising, marketing, public relations, marketing brochures, press releases, case studies or references and agrees to indemnify and hold Agency harmless for such releases.
This Agreement shall be governed by the laws of the State of Nevada without regard for conflict of law principles. All disputes for this Agreement shall be handled by binding arbitration in Las Vegas, Nevada with the arbitration venue selected by the parties. Prior to initiating arbitration, the parties agree to discuss the matters of dispute to attempt to resolve any dispute(s). If the parties cannot resolve their dispute(s), then the parties also agree to attend a mediation before initiating arbitration. The party initiating arbitration must attempt in good faith to complete these requirements prior to initiating arbitration. In arbitration, the prevailing party shall be entitled to its attorney’s fees and costs. However, if a party has refused to attend mediation or discuss the matter in good faith prior to participating in arbitration, then the arbitrator may refuse to award that prevailing party its attorney’s fees and/or costs on that basis.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
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DESIGNED BY GOSOCIAL.ME ALL RIGHTS RESERVED.