THIS SERVICE AGREEMENT (the “Agreement”) is made on the date specified in the social media agreement form and is effective (the “Effective Date”) on the date specified on the form by and between 7 Veils Media, Inc., at 3811 Rio Grande Blvd NW, Albuquerque, NM 87107, a Florida corporation (“Company”), and the customer company (“Customer”) and company address as specified on the form. Company and Customer shall sometimes be referred to as the “Party” in the singular and the “Parties” in the plural.
- Company is in the business of providing social media marketing and management services, internet consulting and other related services (the “Services”).
- Customer is desirous of having Company provide it/he/she with the Services upon the terms and conditions set forth
NOW, THEREFORE, is consideration of the mutual promises, covenants and undertakings herein contained, the adequacy of which is by each of the Parties hereto acknowledged, the Parties agree as follows:
- Company agrees to provide the Services to Customer, which may be modified from time to time in the sole and absolute discretion of Company. The methodology and technology utilized in providing the Services shall be determined in the sole and absolute discretion of Company.
- This Agreement shall be valid for an initial period of three (3) months (the “Initial Term”) and shall automatically renew for subsequent One (1) month periods (the “Renewal Term(s)”) unless either Party provides at least Thirty (30) days written notice of its intent not to renew. The Initial Term shall commence on the Effective Date written above.
- As compensation for the Services, Customer shall pay Company a fee equal to amount stated on form per month (the “Flat Fee”) for the duration of the Initial Term and any Renewal Term(s). The Flat Fee is payable prior to Company commencing to provide the Services to Customer and is due at the beginning of each month of the Initial Term and subsequent Renewal Term(s). Notwithstanding the foregoing, at the election of Company, in lieu of paying the Flat Fee, Additionally, from time to time, Customer may request that Company provide it/he/she with special services not originally contemplated in the Flat Fee arrangement (the “Special Services”). In the event that Special Services are provided by Company to Customer, in addition to the Flat Fee, Customer shall be required to pay the Hourly Rate for the Special Services as negotiated between both parties. The Hourly Rate shall be billed in Thirty (30) minute increments and prior to any Special Services being performed, Company shall provide Customer with an estimate of the time required to perform the Special Services. Any Special Services must be confirmed in writing prior to the Special Services being provided. In the event that Customer is either paying for Services at the Hourly Rate or being provided with the Special Services, Company shall invoice Customer at the beginning of each calendar month and Customer shall have thirty (30) days to pay the invoice. Company shall immediately cease providing the Services and/or Special Services to Customer in the event that Company fails to timely pay any and all compensation due to Company.
- This Agreement may be terminated by either Party at any time by providing at least Thirty (30) days prior written notice to the non-terminating Party. In the event that Customer terminates this Agreement during the Initial Term, Customer shall remain obligated to immediately pay Company the Flat Fee multiplied by the total number of months remaining of the Initial Term; and/or in the event that Customer terminates this Agreement during any Renewal Term without providing at least Thirty (30) days prior written notice, then the Customer shall pay an early termination fee in an amount equal to One (1) month of the Flat Fee (the “Termination Fees”). In the event that Customer terminates this Agreement, any outstanding invoices from Company and the Termination Fees shall become immediately due and owing.
- Customer Cooperation. In providing the Services and any Special Services, Company shall utilize its own resources and tools. Customer is required to provide its/his/her usernames and passwords to any and all applicable social media accounts. Company shall not commence providing the Services and/or Special Services to Customer until Customer has provided Company with the applicable usernames and passwords to the social media accounts. Customer shall be required to cooperate with all requests made by Company in order for Company to provide the Services and any Special. Giving access to any and all social media accounts is acknowledgement that the Customer has given authorization (see section 6) to the Company and acceptance of the Terms and Conditions.
- Customer Authorization. Customer hereby expressly grants Company the permission and authority to manage, which includes but is not limited to, logging in, accessing account information, adjusting account settings, postings in groups, posting updates, tweeting, responding, and administering all of Customer’s social networking accounts, which include but are not limited to, Facebook, Twitter, Google Plus (Google+), YouTube, and
- Customer Certification of Accounts. Customer hereby attests and certifies that it/he/she is the account owner, authorized agent or representative (with authority), of all of the social networking accounts that Company is provided access
- Customer agrees to indemnify and hold Company, its employees, directors, and agents harmless from and against any loss, damage, cost, and expense, including without limitation attorney fees and expenses, incurred in connection with any claims, proceedings or investigations arising out of or in connection with this Agreement, of whatever kind, except to the extent that such claim, proceeding or investigation is based on the intentional misconduct of Company.
- Relationship of Independent Contractor to Company. It is expressly understood that Company is not an employee of the Customer for any purpose whatsoever, but is an Independent Contractor.
- All information, materials, documents and raw data supplied to Company by Customer in the course of performing the Services hereunder are owned by Customer. Customer retains title and ownership to any and all social media accounts created or managed by Company for Customer’s benefit. Any social media optimization (“SMO”) copy and any search engine optimization (“SEO”) copy, remains the property of Customer. Company owns all right, title, and interest, to any and all strategies and methodologies utilized in Company’s performance of the Services (this includes but is not limited to, drip tweets, automatic tweets, or any tweets/posts created but unposted/unused, custom backgrounds, profile images, landing tabs, advertisement copy, bit.ly (or other URL shortners meant for tracking). The strategies and methodologies utilized by Company in providing the Services remain the property of Company and may not be shared or disclosed to any third parties of any kind. Customer may request materials from the Company.
- Disclaimer of Warranties and Limitation of Company disclaims all express and implied warranties of any kind, including without limitation the implied warranty of merchantability and fitness for a particular purpose. Company is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement (including without limitation, costs of delay, loss of data, lost profits, lost records, lost information and/or failure to perform any of the Services. Company’s total damages arising out of or related to this Agreement, whether in contract, tort or otherwise, does not exceed the actual amounts paid by Customer to Company within the preceding 3 months under this Agreement.
- Notices. All communications, notices and payments provided for in this Agreement shall be sent via registered and certified mail, postage prepaid, addressed to the respective Parties as follows. Notwithstanding the foregoing, all communications and notices may be sent via email pursuant to the Uniform Electronic Transactions Act (“UETA”) and the Electronic Signatures in Global and National Commerce Act (“ESIGN”). It is Customer’s sole obligation to keep Company informed of any physical or email addresses:
If to Company:7 Veils Media, Inc.
3811 Rio Grande Blvd NW
Albuquerque, NM 87107[email protected]
If to Customer:
To address provided in form.
- The Parties may not disclose the Confidential Information of the other Party to any third party of any kind, or use the Confidential Information other than for purposes of this Agreement. “Confidential Information” is defined as all non-public information that is disclosed or provided by the disclosing party to non-disclosing party, for purposes of performing the terms of this Agreement. Either Party may disclose Confidential Information if required by law, but it will attempt to provide notice to the disclosing party in advance so it may seek a protective order. The Parties acknowledge that any misuse of the other’s Confidential Information may cause irreparable harm for which there is no adequate remedy at law. Either party may seek immediate injunctive relief in such event.
- Arbitration of Disputes, Choice of Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. The Parties agree that any dispute between them arising out of or related to this Agreement and the services hereunder shall be resolved by binding arbitration conducted under the rules of the American Arbitration Association in effect as of the date any such action is initiated. This is an exclusive remedy. Unless another venue is agreed to by both Parties, any arbitration conducted pursuant to this paragraph shall take place in Albuquerque, New Mexico, United States. The arbitration and proceedings related thereto shall be conducted in English. A single arbitrator will make a determination and render an award within Thirty (30) days of the close of evidence in such arbitration proceeding. The Parties waive any right to a jury trial and agree that the arbitration award will be final and binding and that judgment will be entered thereon in any court of competent jurisdiction. Notwithstanding the foregoing, any Party may seek immediate judicial intervention to prevent any unauthorized use or disclosure of the confidential or proprietary information of the other Party (or those to whom it owes a duty of confidentiality) bringing any such action. In addition, any Party may bring an action in a court of competent jurisdiction to enforce (i) the Arbitration, Venue, and Governing Law provisions hereof and (ii) any arbitration award rendered hereunder, and any such action shall not be deemed a waiver of this arbitration requirement or any other provision hereof.The venue for any other legal proceedings arising from or connected with this Agreement shall be exclusively in the County of Bernalillo, State of New Mexico, United States, and no Party shall have the right to challenge venue based upon forum non conveniens or otherwise. In any legal proceeding (including arbitration) arising from, under or in connection with this Agreement, the prevailing Party shall recover the reasonable attorneys’ fees and costs incurred in preparation for and in connection with all arbitration, trial and appellate proceedings, along with such other award(s) rendered by the arbiter.
- The Company shall have the right to assign this Agreement and all of its rights and privileges to any other person, firm or corporation. Customer shall NOT have the right to assign this Agreement and/or any of its rights and privileges to any other person, firm or corporation without the express written consent of Company.
- Company reserves the right, from time-to-time, and on more than one occasion, to waive any of the obligations imposed under this Agreement on the Customer. No waiver by the Company of any breach of any covenant or condition of the Agreement by Customer shall constitute a waiver by the Company of any prior, concurrent or subsequent breach of the same or any other covenant or condition.
- The headings contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision contained in this Agreement.
- If any provision contained in this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, it shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement.
- This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile or email copy of the executed Agreement shall be treated as an original.
- Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the Parties hereto with reference to the subject matter contained herein. No other agreements, oral or otherwise, shall be deemed to exist or to bind any of the Parties hereto; any all prior agreements and understandings are superseded hereby. No officer, employee or agent of the Company has any authority to make any representation or promise not contained in this Agreement, and Independent Contractor agrees that it has executed this Agreement without reliance upon any such representation or This Agreement cannot be modified or changed except by written instrument signed by all of the Parties hereto. The Parties have cooperated in the drafting and preparation of this Agreement and the terms of this Agreement shall not be construed against any Party on the basis that the Party was the drafter