Social Butterfly + Connections Marketing – Service Terms and Conditions
By requesting the services of Social Butterfly + Connections Marketing (“SBCM”), the undersigned (the “Client”) confirms that you and your company agree to be bound by the following terms and conditions:
Quotes and Payment of Fees.
Compensation for Advertising services the client agrees to pay investment listed on contract. All invoices must be paid within 30 days of Invoice Date. Accounts not paid when due shall accrue interest at 1.5% per month on the unpaid balance. Client shall reimburse SBCM for all amounts incurred in collecting late accounts, including, but not limited to, collection agency, check return fees, and attorney fees and costs. All recurring clients must pay via auto debit.
Intellectual Property.
1) Client represents to SBCM and unconditionally guarantees that any copyrighted or trademarked materials, and all text, graphics, photos, designs, artwork, music, video, audio, advertising copy and other materials furnished by Client to SBCM for inclusion in advertising are 100% owned by Client, or that Client has written permission from the rightful owner to use each of these materials, and Client will hold harmless, protect, and defend SBCM and its owners, employees and subcontractors from any claim or suit arising from the use of such materials furnished by Client. This is also true for all materials provided to client from SBCM. 2) All text, graphics, photos, designs, artwork, music, video, audio, advertising copy and other materials and any programming code created by SBCM, and all intellectual property rights thereto, are and remain the property of SBCM until Client pays the full balance on its account. Upon full payment such material and rights shall be transferred to Client.
Agreement with Advertising Space Provider.
Client acknowledges that SBCM contracts with providers of advertising space on internet, television, radio, print or other media to place Client’s advertising material. Client agrees that it is subject to and will fully comply with all the terms and conditions of all such applicable contracts and will indemnify and hold SBCM harmless against all liabilities arising from Client’s failure to comply with such terms and conditions. SBCM will provide a copy of such terms and conditions to Client upon request.
Assignment of Services.
SBCM reserves the right to assign subcontractors or use other third-party software or service providers in completing all services provided to Client. SBCM states that its subcontractors or third-party software service providers will comply with the same indemnities and requirements regarding intellectual property and the non-disclosure of confidential information that SBCM is.
Refusal to Service.
SBCM reserves the right to refuse or suspend any advertising for reasons, such as refusal to pay bill or an illegal or unethical request from the client.
Errors and Omissions.
SBCM will use good faith to ensure advertising designed by SBCM are free of errors, however, SBCM may not be held responsible for losses or damages arising from errors or omissions. It is Client's responsibility to proof their own advertising copy and inform SBCM of any requested modifications.
Dispute Resolution; Governing Law.
Regardless of the place of signature, this agreement shall be governed by the laws of the State of Illinois. While we agree to try to resolve disputes amicably, we agree that any unresolved disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, and such arbitration shall be in Lake County, Illinois.
Cancellation.
Either party may cancel this agreement upon written notification via email or letter, however any charges incurred to the date of receipt of notification shall be immediately due and payable. Charges shall be for any completed work, work in progress, contracted service fees, or other purchases made for the purpose of suiting Client’s needs. 30 Day notice must be given to cancel agreement.
Non-Disclosure.
Except as otherwise provided herein. Client and SBCM agree, without the prior written consent of the other party, not to disclose, publish or otherwise make available any confidential, proprietary or trade secret information with the prior written consent of the other party.
Indemnification and Limitation of Liability.
SBCM places advertising with third parties, which may fail to distribute or publish such advertising material at a scheduled time, or such advertising may be subject to interruption. While SBCM will use reasonable efforts to minimize or resolve such problems, Client agrees that SBCM shall not be liable for any damages arising from causes beyond the direct and exclusive control of SBCM. Further, notwithstanding anything herein to the contrary, the sole remedies available to Client for a breach of this contract (including the contract with the advertising space provider) or for other claims arising out of the negotiation or performance of this contract shall be either substitute advertising space or time up to a maximum value equivalent to charges. SBCM will not apply to breach of the Intellectual Property or Non-Disclosure agreement.
I agree to the above terms and conditions, fees, and net 30-day terms.
Please sign and date below.
