Terms and Conditions
1. SERVICES PROVIDED BY DELIGHTFUL ADS
Service Provider shall provide to Client the services specified below:
Service Provider will be managing Client’s Facebook and/or Instagram ads and will create ad assets (including graphics and copy). After approval from Client, Service Provider will run and optimize Facebook and/or Instagram ad campaigns. Client will receive monthly reports. Service Provider is not responsible for ad spend.
The period of this Agreement continues until this Agreement is terminated pursuant to Paragraph 6 below. If the parties wish to continue working together after the expiration of this Agreement, a new Agreement shall be executed by both parties with a new period of services.
2. CLIENT DUTIES
To get the most out of this program and the services provided, Client must respond to Service Provider in a timely manner and send any information requested so as to best achieve the intended results. If an appointment is missed without notice, it is at Service Provider’s discretion to reschedule at a date and time convenient to the Service Provider. If Client needs to cancel or reschedule an appointment, please notify Service Provider at least 24 hours in advance. The success of working together falls on Client’s full participation and dedication to the program.
3. FEES & PAYMENT
For all Services performed under this Agreement or other request for Services that references this Agreement, Client shall: (i) pay Service Provider at the current standard rates, and (ii) pay Service Provider upon receipt of each invoice. Payments will be made through Stripe, ACH, or check. All payments pursuant to this Agreement are non-refundable. Service Provider reserves the right to place further services on hold until any outstanding invoice is paid and to invoice Client ten percent (10%) annual interest rate for any outstanding, invoice not paid within thirty (30) days after receipt. If payment ceases for a period of 30 days, Service Provider may immediately terminate this Agreement by written notice to Client, and Client will be required to pay the prorated amount due for services performed up to that date.
4. CONFIDENTIAL INFORMATION
Service Provider and Client mutually agree to hold any and all Confidential Information exchanged between the parties as part of this Agreement in the strictest of confidence and to not disclose such information to any other person or entity. Information shared in Facebook groups, in emails, on calls, in video conferences, or any other means shall be maintained as confidential.
The Recipient of Confidential Information shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner. The terms of this section shall survive the termination of the Agreement.
5. RIGHTS TO WORK PRODUCT
Any expression or result of Service Provider’s Services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively “WORK PRODUCT”) created by Service Provider in the course of performing the Services hereunder are the property of Service Provider and are licensed to Client, during the duration of the contract without further license fees, provided, however, to the extent such Work Product provided to Client by Service Provider contains Client’s Confidential Information, Client shall retain title to such Confidential Information.
Client shall have no rights to the Work Product once the contract has ended. All ads will be turned off and removed from the ad account as they are the Intellectual Property of Service Provider unless overwise stated in writing. Client has no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
6. TERMINATION OF PROFESSIONAL SERVICE
Unless otherwise provided for in this Agreement, either party may terminate this Agreement at any time by giving the other party thirty (30) days advance written notice of termination. If this Agreement is terminated by the Client, Client shall pay Service Provider for all work performed and for all expenses incurred prior to the effective date of termination. Client shall also pay a termination fee equal to 25% of the total amount contracted for the remaining term for the professional service. Due to the extensive time involvement and nature of the professional services in this Agreement, refunds will not be given.
7. INDEPENDENT CONTRACTOR STATUS
Service Provider performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Service Provider.
8. NO GUARANTEE OF RESULTS
The Services provided under this Agreement are for educational and informational purposes only. Client accepts, agrees, and understands to be fully responsible for progress and results from participation and that Service Provider offers no representations, warranties, or guarantees verbally or in writing regarding results of any kind. Client alone is responsible for Client’s actions and results in life and business which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, network and financial situation, to name just a few. Client also understands that any testimonials or endorsements by Service Provider’s clients, customers, or audience represented on our programs, websites, content, landing pages, sales pages or offerings have not been scientifically evaluated s and the results experienced by individuals may vary significantly. Any statements outlined on Service Provider’s website, programs, content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. Service Provider offers no professional legal, medical, psychological or financial advice.
9. REPRESENTATIONS AND WARRANTIES
Each party warrants that:
(i) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms;
(ii) The parties have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform their obligations under this Agreement, without the approval or consent of any other party; and
(iii) The parties have sufficient right, title, and interest in and to the rights granted in this Agreement.
Service Provider warrants that the Services will be performed in a professional manner in accordance with recognized industry standards. To the extent Services provided are advisory, no specific result is assured or guaranteed.
THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER SERVICE PROVIDER EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.
10. LIMITATION OF LIABILITY
MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICES FEES PAID BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
11. INDEMNIFICATION
You agree to indemnify and hold harmless the Service Provider and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding. You will immediately notify Service Provider of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM. The Service Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
12. ASSIGNMENT
Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party).
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws and principles thereof. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a state court having subject matter jurisdiction located in Denton County, Texas.
14. DISPUTE RESOLUTION
Any cause of action brought by Client against the Service Provider must be instituted within one year after the cause of action arises or be deemed forever waived and barred.
For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees’ (whether incurred at trial, on appeal, or otherwise incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; and (ii) the parties will submit the dispute to mandatory mediation held in Texas or through an online mediation service agreed upon by all parties. If the parties cannot agree on a mediator, then any party may apply for court appointment of a mediator, and the judge’s selection is binding on all parties. The parties will share equally (50/50) in all costs of the mediation, including the mediator’s fees, but each party is solely responsible for its own attorneys’ and experts’ fees. Every mediation will be completed within 4 (four) months of the date when the initial notice demanding mediation was provided by any party. If for any reason, the dispute is not resolved through mediation within the 4-month period, then the parties may continue seeking to resolve the dispute via any process, including litigation by trial.
15. FORCE MAJEURE
Except for Client’s obligation to pay Service Provider, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war, and restraints of government.
16. GENERAL
(a) The parties may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
(b) This Agreement represents the entire agreement between both parties and shall supersede all prior agreements and communications of the parties, oral or written.
(c) The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
(d) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
(e) The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
17. CONTACT INFORMATION
If you have any questions or concerns, please contact Service Provider by email at jenn@delightfulads.com.