Date Effective: January, 2020
THIS AGREEMENT (the “Agreement”), is entered into on date of agreement by and between VentureTactics a Colorado Limited Liability Company (henceforth referred to as “Company”), and the signing client, (the “Client”) (collectively, the “Parties”). By virtually accepting this agreement, and signing up for Company services online or by phone, the Client and Company agree as follows:
II. Client Requirements. Client agrees to the following terms for delivery and review of materials.
III. Compensation and Payment.
Client will pay to Company agreed upon fee each month. The fee will be due every 30 days and will be automatically deducted from your payment method on file each month. The monthly fee will be applicable towards the services agreed upon. For every additional service, there will be an additional monthly fee that will be quoted based on scope of project. The following provision applies to the authorization of repeated credit or debit card authorizations, only:
IV. RIGHT TO CANCEL: The Client has the right to cancel this contract until midnight of the third (3rd) business day after it is signed and executed. Client may cancel this agreement by mailing a written notice to Company before midnight of the third business day (e-mail accepted). Notice of cancellation sent after this deadline may be deemed invalid at the sole discretion of Company. This document may be used as written notice of cancellation by writing "I hereby cancel" at the top of this page and adding your name, date and signature. A duplicate of this page is provided by Company for your records.
V. Pausing Campaigns: We understand the need to pause content. We can pause content delivery at any time. However, we cannot pause the monthly campaign management fee. This campaign management fee holds your spot in our limited client roster.
VI. Term. This Agreement will commence on the effective payment date, regardless of the delivery of services, and then will continue on a month to month basis unless otherwise terminated by Company or Client or unless otherwise agreed to by Company and the Client.
VII. Termination. This agreement may not be terminated prior to 30 days after the sign-up date by either party, apart from the refund terms described on a service by service basis, on the www.rollsocial.co website. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to Company at least seven (7) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement in writing, all monies owed to Company will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will Company give refunds of the amount paid for the Services hereunder if not explicitly stated for the service in question on the www.rollsocial.co website.
VIII. Ownership of Materials. Company shall retain the creative rights to all original materials, data and similar items, produced by Company hereunder in connection with the Services under this agreement. All services and software used by Company shall at all times be the sole property of Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.
IX. Proprietary Information and Use of Materials.
Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
X. License. Client grants Company a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government Company or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
XI. Portfolio Release. Client agrees that Company has the right to use materials created pursuant to this Agreement for Company’s portfolio, samples, self-promotion including advertising for Company’s business including without limitation LinkedIn or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Company and Client may agree in writing to such limitation.
XII. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
XIII. Additional Services. All services outside the scope of this Agreement that are requested by the Client and which Company agrees to perform will be billed at a rate of $300 per hour. Client will be notified and must approve in writing (e-mail is sufficient) additional services before they will be performed, although Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by Company.
XIV. Limitation of Liability. Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event Company is determined to be liable for any such loss, Client's sole remedy against Company is limited to a refund of payments made by Client for a single month of said Services, less expenses paid to subcontractors or to third parties. Company is not responsible for errors which result from faulty or incomplete information supplied to Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation LinkedIn, Facebook, Instagram, Twitter, Pinterest, Tik Tok; and viruses.
XV. Handling of Disputes. The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to Company, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments (or files a chargeback) after the three day cancelation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and Company reserves the right to dispute such cancelation and pursue Client for monies owed to Company for services already performed but unpaid by Client due to such credit card cancelation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancelation dispute, it is liable to pay Company for the work already performed as of the time of the cancelation request, at an hourly rate of $300 per hour for all hours spend on Client’s project. Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon Company’s demand and within 30 days, Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute. Additionally, if Company is successful in any credit card cancelation dispute, Company reserves the right to pursue Client for the costs Company had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Company and its representatives spent handling such dispute, at Company’s hourly rate of $300.
XVI. No Guarantee. Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.
XVII. Client Approval. Company may, on request, allow for all creative to be approved by Client only within the RollSocial client portal. Client realizes that Company will make every effort to comply with the terms of service of any connected social media accounts, however these terms change frequently, and Client waives any and all liability of Company for any breach of said terms of service. The Client agrees that in sharing passwords, and in leveraging automation to perform some tasks, that this may, at times, constitute a breach of LinkedIn’s terms of service. The Client shall indemnify and hold Company harmless from any and all liability resulting from Client’s use of the services produced by Company under this Agreement.
XVIII. Termination of Client Social Media Accounts. It is possible that Social Media accounts like LinkedIn, Facebook, Instagram, Twitter, Pinterest, and Tik Tok (henceforth "Platforms") may terminate Client’s account due to noncompliance, whether due to a change in their terms and conditions or due to use of or activity associated with Client’s account, by Client or at Client’s direction, that is noncompliant with said terms and conditions. Client understands that these Platforms by their terms of service can arbitrarily terminate an account without giving a specific reason. Client agrees to hold Company harmless in the event of Client's ad accounts or personal accounts being terminated.
XIX. Entire Agreement. This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
XX. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
XXI. Headings. The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
XXII. Interpretation and Enforcement. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of Colorado. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Colorado.
By Client filling out their digital onboarding form at www.rollsocial.co/operations/onboard, the parties hereby understand and agree to all terms and conditions of this Agreement.