EARNINGS DISCLAIMER: WE DO NOT GUARENTEE ANY EARNINGS OR CLIENTS THROUGH OUR SERVICES.
Agreements Signed On DocuSign take precedence over the terms found below.
WHEREAS, Company is an establishment that provides Facebook Advertisement Service and other Social Media Management Services, (the “Service”) to the general public.
WHEREAS, Client wishes to retain the service of Company for the provision of such services needed by Client.
WHEREAS Company has agreed to provide management service to Client in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the parties agree as follows.
Upon the execution of this Agreement, the Client hereby appoints the Company to provide the services as stated below by the Client.
1.1. The Company shall use its professional efforts and expertise to launch Facebook Messenger Campaigns in accordance with the specifications or descriptions provided by the Client.
1.2. The Company shall also launch Facebook Advertisement campaigns for the purpose of generating leads and such other purposes discussed and agreed by the Parties.
1.3. The Company shall use Facebook Messenger to have a conversation with the leads.
Authorization: So that Company can effectively fulfill its duties as provided herein, Client agrees to provide all required information, documents login credentials to Company in a timely manner upon request.
The Client hereby authorizes the Company to access Client’s Social Media account using the login credentials provided for the purpose of providing the marketing service stated in this Agreement.
Client’s appointment of Company in Section 1 of this Agreement is an exclusive appointment to Manage Client’s Social Media platform or other services provided to Client. Client agrees that it shall always contact the Company for Advice and will not engage any other third party service provider for any reason whatsoever during the term of this Agreement.
The Company shall furnish the Client with a monthly report of the performance of the services provided to the Client. The report shall include conversions and cost per clicks and such other relevant metrics as may be requested by the Client.
4. COMMENCEMENT AND DURATION
This agreement is deemed to commence a 48 hours after the purchased date, and shall remain in force upon Client request of termination.
This Agreement shall continue in full force until the completion of the service, unless otherwise terminated by either Party.
5. COMPANY FEES AND REMUNERATION
Client agrees to recurrently pay the purchased fee to the Company monthly for the services provided under this Agreement.
Advertisement Budget: The Client shall be responsible for providing the estimated advertisement budget required to provide the service to the Client in addition to the Retainer stated in this section prior to the commencement.
In the event the Campaigns shall require more budget, the Company shall promptly notify the Client, and the Client shall be responsible for providing the advertisement budget in a timely manner.
Half of the received payment will be used for the advertising budget and the other half will be used for the service fee. Payment processing fees from Shopify will reduce both the service fee and the advertising budget equally.
Company warrants that:
6.1. While providing the service, it will not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,
6.2. It will perform the Services hereunder in a professional and workmanlike manner,
6.3. It has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,
6.4. It will comply with all applicable federal and other jurisdictional laws in performing the Services,
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Retained Rights. Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.
7.2. Pre‐Existing Intellectual Property. The Company will not use any Company or third party Pre‐Existing Intellectual Property in connection with this Contract unless Company has the right to use it for Client’s benefit. If Company is not the owner of such Pre‐Existing Intellectual Property. Company will obtain from the owner any rights as are necessary to enable Company to comply with this Contract.
7.3. No Rights to Client Intellectual Property. Except for the limited license to use materials provided by Client as may be necessary in order for Company to perform Services under this Contract, Company is granted no right, title, or interest in any Client Intellectual Property.
Client agrees to defend and hold harmless the Agency (including their owners, agents and employees of said parties) from any claims or liability arising from the use of, or any claims against, the goods and services offered or sold by the Client.
9. LIMITATION OF LIABILITY
Except as set forth in this section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor for loss of data, profits or revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory and legal fees, even if advised of the possibility of such damages.
Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Company’s obligation under the confidential information sections of this Agreement.
10.1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all information related to the Client’s business (including without limitation all trade secrets, information related to business and all other technical and business information, financial data, client lists, protocols, reports proprietary information of third parties provided to the Client in confidence) and all proprietary information generated or developed as a result of the services provided under this Agreement, which the Client considers to be confidential or proprietary or which the Client has a duty to treat as confidential.
10.2. Use and Disclosure. During the term of this Agreement and at all times thereafter, Company will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing any Confidential Information to any third party without obtaining the Client’s express prior written consent. Company will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Company protects Company’s own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care or industry-standard care.
11. RETURN OF CONFIDENTIAL INFORMATION
Upon request from the Client or completion of the service to the Client, Company shall return all Confidential Information to Client. Company shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, memorandum, correspondence, outline, presentation, in any form whatsoever, that includes any of the Confidential Information.
12. GOVERNING LAWS
This Agreement shall be governed by the laws of the Province of Ontario
13. MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Company.
The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party.
Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Company.
This Agreement may be terminated by either party upon providing a two (2) days prior written notice to the other Party before the beginning of a new service month. Upon the termination of this Agreement, the Company shall suspend the service to the Client.
The Company shall also return all proprietary information provided by the Client, and Client shall make payable all outstanding payment for the services provided under this Agreement.
16. FORCE MAJEURE
Neither the Client, nor the Company, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot strike, theft, war, or acts of God and/or nature, suspension, termination, downtime or maintenance schedule of Facebook or such other advertisement medium employed under this Agreement.
17. EARNINGS DISCLAIMER
18. AGREEMENT DURATION
The quantity of selected services chosen by the customer is equivalent to the duration of service in months.
Each service month has a duration of 30 days after agreement commencement.
IN WITNESS WHEREOF, the undersigned authorized representatives of the parties having understood the terms stated herein, have commenced this Agreement as 48 hours after purchasing.
EXCEPTION: Facebook Messenger Consultation product will abide to the terms and conditions set fourth by the signed DocuSign agreement.