Terms & Conditions

1. ARTICLE I - THE SERVICES

1.1. WORK. Company and Client hereby agree that Company shall provide the following training and consulting services to Client (the “Services”):
1.1.1. create, access, and manage profiles, applications, or websites (the “Client Accounts”) on Client’s behalf;
1.1.2. post content to the Client Accounts, including but not limited to content that mentions, discusses or promotes third parties; and
1.1.3. access, collect, read, analyze, and otherwise use on Client’s behalf the information available on the Client Accounts.
1.2. PERIOD OF PERFORMANCE. This Agreement shall commence on the date first written above and shall remain in effect for either 3, 6, or 12 months (the “Initial Term”) as specified in the attached invoice of even date herewith (the “First Invoice”) which is incorporated herein by reference. After the Initial Term, this Agreement shall automatically renew for a period of one month every month (each, a “Renewal Term”), unless terminated according to the terms of this Agreement.
1.3. PRICE. Client hereby agrees to pay Company the amount specified in the First Invoice (the “Fee”) beginning on the date first written above and every month thereafter for the Initial Term and any subsequent Renewal Term.
1.4. INDEPENDENT CONTRACTOR. Company is in all respects an independent contractor and at no time shall be considered an employee or agent of Client. Nothing contained in this Agreement or otherwise shall be deemed or interpreted to constitute Company as a partner, agent, or employee of Client, nor shall either party have any authority to bind the other.

2. ARTICLE II - RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. NECESSARY INFORMATION AND RECORDS AUTHORIZATION. Client shall supply Company all information and documents requested and necessary and incidental to the provision of the Services (the “Client Content”). Client will retain ownership of and be solely responsible for any and all Client Content provided by Client to Company under this Agreement.
2.2. COMPANY REPRESENTATIONS. Company represents the following:
2.2.1. each of Company employees, agents or representatives assigned to provide the Services under this Agreement will shall have the proper skill, training and background to be able to provide the Services in a competent and professional manner;
2.2.2. Company has the authority to enter into this Agreement and to carry out its obligations under it.
2.3. CLIENT REPRESENTATIONS. Client represents the following:
2.3.1. Client has the authority to enter into this Agreement and to carry out its obligations under it; and
2.3.2. Client has sufficient rights to the Client Content to grant to Company the rights granted under this Agreement, and Company’s use of the Client Content under this Agreement will not constitute an infringement of any intellectual property rights or other rights of any third party.
2.4. TERMINATION. This Agreement may be terminated by either Party if the other Party materially breaches this Agreement and does not cure the breach within 10 days after receiving written notice of such breach from the non-breaching party. On the termination of this Agreement for any reason:
2.4.1. all rights and obligations of the parties under this Agreement will terminate immediately except as otherwise provided in this Agreement, and Client agrees to pay Company for all work completed and in progress as of the date of the termination within 10 days after receiving Company’s invoice for same;
2.4.2. Client retains the right to access and control Client Accounts;
2.4.3. the following provisions, and all representations, warranties, and indemnities contained in this Agreement, shall expressly survive the termination or expiration of this Agreement: Section 2.2, Section 2.3, Section 2.9, Section 2.10, and Article III.; and
2.4.4. Company will make reasonable efforts to transfer control of Client Accounts to Client if Client does not already have access, but Client agrees Company has no obligation to maintain any Client Accounts for more than 60 days after termination of this Agreement.
2.5. NOTICE OF TERMINATION. Client must provide written notice of Client’s intent to terminate no less than 30 days prior to the termination date.
2.6. EARLY TERMINATION FEE. If this Agreement is terminated prior to completion of the Initial Term, Client agrees to pay a fee equal to half of the unbilled payments remaining under the Initial Term (“Early Termination Fee”) effective as of and due immediately on the date of termination. For example, if Client has a 6-month Initial Term with a $250 monthly Fee and Client terminates with 3 months remaining in the Initial Term, the Client would owe any unpaid amounts due prior to the date of termination plus an Early Termination Fee of $250 multiplied by 3 and divided by 2 ($375). The Early Termination Fee does not release the Client from any outstanding or unpaid invoices, late fees, suspend fees, or other charges that may have been incurred prior to terminating the account. All outstanding balances will be added to the final bill along with the Early Termination Fee.
2.7. LATE PAYMENT AND NON-PAYMENT. Client payments under this Agreement are due on the date listed on any corresponding invoice. Invoices that are not paid within 14 days after the due date will be subject to a $25 late fee. If the Services include advertising spending, any Client campaigns associated with the Services will be suspended by Company until any amounts owing to Company are paid in full. If any invoice is not paid within 30 days after the due date the Services will be suspended until all outstanding balances have been paid including a $40 reactivation fee. If any amount owed by Client to Company under this Agreement is not paid within 60 days of the due date, this Agreement shall be considered terminated in accordance with Section 2.4 and any applicable Early Termination Fee will be immediately due in addition to all amounts owing under this Agreement.
2.8. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either Party (whether by operation of law or otherwise) without the prior written consent of the other Party, and any purported assignment without such prior written consent shall be null and void, provided, however, that Company may assign or transfer this Agreement, upon notice to Client but without requiring Client’s prior consent, in connection with a merger, sale, transfer or other disposition of all or substantially all of Company’s stock or assets or other similar change of control event. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
2.9. OWNERSHIP. Except for the rights granted to Company in this Agreement, all right, title and interest in Client Content will remain the exclusive property of Client or its licensors, respectively, and Company claims no copyright or other proprietary right in these works. Company may format, convert, and otherwise revise the Client Content using the Company’s proprietary templates, branding, and other tools under the foregoing limited license.
2.10. CONFIDENTIAL INFORMATION. The Parties acknowledge that in the course of providing the Services, it may be necessary for either Party to disclose certain confidential and proprietary information of the respective Party to the other Party, including, without limitation, information concerning the business, trade secrets, a Party’s customers, suppliers and affairs of a Party that shall be obtained or received by the other Party (whether in writing or orally) as a result of the discussions leading up to, or the performance of, this Agreement. The Parties agree that neither Party shall disclose or use, either during or after the Services are completed, any proprietary or confidential information of the other Party without such Party’s prior written permission, except to the extent necessary for Company to perform the Services as set forth in this Agreement.
2.11. PLATFORM AND CONTENT COMPLIANCE. Client is solely responsible for ensuring Client Content complies with all applicable laws, regulations, and platform requirements.

3. ARTICLE III - LIABILITY AND WARRANTY
3.1. LIMITATION OF LIABILITY. Client agrees to waive all claims against Company for any consequential damages that might arise out of or relate to this Agreement. The provisions of this Article shall also apply to any termination of this Agreement and shall survive such termination.
3.2. INDEMNIFICATION. To the fullest extent permitted by law, Client agrees to defend, indemnify, and hold Company, or anyone for whom Company might be responsible, harmless from all claims related to the provision of the Services, except to the extent of the negligence of Company or those for whom it is found responsible.
3.3. SUCCESS NOT GUARANTEED. Client acknowledges Company provides social media management services only and guarantees no specific results. Client assumes full responsibility for Client’s outcomes, which may include loss of income or other undesirable results. Client acknowledges past performance is not an indication of future results.
3.4. NO REFUND. As the ultimate effectiveness of the Services is contingent upon Client’s effort, business conditions, and other factors outside the exclusive control of Company, Client acknowledges Company has a strict no refund policy for the Services.
3.5. CHANGING CONTENT. Company will make reasonable efforts to fix grammatical or spelling errors that are found on any content developed as part of the Services. If Client requests any other changes to content developed by Company as part of the Services, such changes may be made by Company once per month without charge. Additional changes will be billed to Client at $25 per request and a separate invoice will be sent upon completion.
3.6. FORCE MAJEURE. Except for any payment obligations, each Party shall be excused from the performance of its obligations under this Agreement, and any delay or failure in performance by such party shall not be grounds for termination of this Agreement for cause or give rise to any liability for damages, to the extent that such party is prevented from performing due to a cause that is beyond its reasonable control, including, but not limited to, an act of God, act or omission of the other party, act of any government or regulatory body (whether civil or military, domestic or foreign), fire, explosion, flood, earthquake or other natural or man-made disaster, epidemic, sabotage, war, riot, civil disturbance, strike, lockout, labor dispute, loss of electrical or other power or telecommunications equipment, or line failure (each a “Force Majeure Event”). Each party agrees to use commercially reasonable and diligent and determined efforts to minimize the length and effects of delays that occur due to the occurrence of a Force Majeure Event. Each party agrees to provide prompt notice to the other party to the extent such party is relying or expects to rely on the provision of this subsection to excuse its delay or failure to perform.

4. ARTICLE IV - MISCELLANEOUS PROVISIONS
4.1. THIRD-PARTY BENEFICIARIES. This Agreement shall not create any rights or obligations enforceable by any third party against Company.
4.2. ENTIRE AGREEMENT; SEVERABILITY. This document, including any Exhibits, is the final and complete understanding of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements and statements, both written and oral. If any provision of this Agreement or the application thereof be found invalid or unenforceable, neither the remainder of this Agreement nor the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall be affected thereby and shall be enforced to the fullest extent permitted by law.
4.3. NONWAIVER. The waiver by Company of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any other provision or any subsequent breach of the same provision. No waiver shall be binding unless executed in writing by Company.
4.4. GOVERNING LAW; VENUE. This Agreement is governed by Oregon law. Any dispute arising from or related to this Agreement or services rendered thereto shall be resolved in Eugene, Oregon and the Parties expressly consent to personal jurisdiction in such locale.
4.5. ATTORNEYS’ FEES. If any action or proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.
4.6. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. All rights and remedies provided by this Agreement are in addition to any other rights the Parties might otherwise have.
4.7. NOTICES. Any notices, bills, invoices, or reports required by this Agreement shall be sent to the name and addresses set forth above and are deemed received on (a) the day of delivery if delivered by hand; by electronic means before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail.
4.8. COUNTERPARTS. This Agreement may be executed in counterparts, and it shall not be necessary that the signatures of both of the parties hereto be contained on any one counterpart hereof, each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. This Agreement may be duly executed by facsimile or other electronic transmissions.

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