Social Media Management Agreement
This Contract is between you (the "Client") and BrandStack, an Idaho company (the "Consultant"). As a condition of the Client hiring the Consultant and other valuable considerations, the Parties to this Contract agree as follows:
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Consultant to do the following:
- To research the Client's audiences and target market, as well as existing social media efforts.
- To take lifestyle photos of products & related items for your social media posts
- To create strategies for social media to optimize performance and conversion rates.
- To post to your social media accounts the content that has been generated
1.2 Schedule. The Consultant will begin work on the first day of your subscription and will continue until the work is completed. This Contract can be ended by either Client or Consultant at any time.
1.3 Payment. The Client will pay the Consultant an ongoing rate every month. Current pricing can be seen here and is subject to change at any time. If Consultant's prices change, the Client will be notified by email with the chance to cancel before the next auto-renewal.
1.4 Expenses. The Consultant may request additional payment for any agreed-upon, non-cancellable expenses, which must approved by the Client in advance.
1.5 Support. The Consultant will not provide ongoing support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Consultant is creating the "work product" for the Client. To avoid confusion, work product is the completed work, as well as drafts, notes, materials, interal processes, advertisements, wording, marketing phrases, mockups, designs, code, emails, illustrations, email content and anything else that the Consultant creates as part of this Social Media Management project. The Consultant hereby gives the Client this work product once the Client pays for it in full. This means the Consultant is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Consultant's Use Of Work Product. Once the Consultant gives the work product to the Client, the Consultant does not have any rights to it, except those that the Client explicitly gives the Consultant here or separately in writing. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Consultant's Right To Use Client IP. The Consultant may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Consultant to build a website, the Consultant may have to use the Client's logo. The Client agrees to let the Consultant use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Consultant's job. Beyond that, the Client is not giving the Consultant any intellectual property rights, unless specifically stated otherwise in this Contract.
3. REPRESENTATIONS.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
3.3 Consultant Has Right To Give Client Work Product. The Consultant promises that it owns the work product, that the Consultant is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Consultant uses employees or subcontractors, the Consultant also promises that these employees and subcontractors have signed contracts with the Consultant giving the Consultant any rights that the employees or subcontractors have related to the Consultant's background IP and work product.
3.4 Consultant Will Comply With Laws. The Consultant promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.
3.5 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Consultant if the Consultant has questions regarding this project, and to provide timely feedback and decisions.
3.6 Consultant Will Not Be Held Responsible. The Consultant shall not be held responsible for any legal claims, disputes, or liabilities arising from content created or posted on behalf of the Client. The Client acknowledges that they have the responsibility to review all content posted by the Consultant and to promptly request removal of any content they believe may lead to legal issues or disputes.
4. TERM AND TERMINATION.
This Contract is ongoing, until ended by the Client or the Consultant. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract. Alternatively, you may cancel any ongoing subscriptions by clicking this link. The Contract officially ends and the Consultant must immediately stop working as soon as it receives this notice once the notice has been received, unless the notice says otherwise. The Client will pay the Consultant for the work done up until when the Contract ends and will reimburse the Consultant for any agreed-upon, non-cancellable expenses. The following sections don't end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).
5. INDEPENDENT CONTRACTOR.
The Client is hiring the Consultant as an independent contractor. The following statements accurately reflect their relationship:
- The Consultant will use its own equipment, tools, and material to do the work.
- The Client will not control how the job is performed on a day-to-day basis. Rather, the Consultant is responsible for determining when, where, and how it will carry out the work.
- The Client will not provide the Consultant with any training.
- The Client and the Consultant do not have a partnership or employer-employee relationship.
- The Consultant cannot enter into contracts, make promises, or act on behalf of the Client.
- The Consultant is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- The Consultant is responsible for its own taxes.
- The Client will not withhold taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Consultant or any of the Consultant's employees or subcontractors.
6. CONFIDENTIAL INFORMATION.
6.1 Overview. This Contract imposes special restrictions on how the Client and the Consultant must handle confidential information. These obligations are explained in this section.
6.2 The Client's Confidential Information. While working for the Client, the Consultant may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Consultant promises to treat this information as if it is the Consultant's own confidential information. The Consultant may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Consultant use a user email list to strategize a marketing campaigns, the Consultant cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Consultant written permission to use the information for another purpose, the Consultant may use the information for that purpose, as well. When this Contract ends, the Consultant must give back or destroy all confidential information. The Consultant promises that it will not share confidential information with a third party, unless the Client gives the Consultant written permission first. The Consultant must continue to follow these obligations, even after the Contract ends. The Consultant's responsibilities only stop if the Consultant can show any of the following: (i) that the information was already public when the Consultant came across it; (ii) the information became public after the Consultant came across it, but not because of anything the Consultant did or didn't do; (iii) the Consultant already knew the information when the Consultant came across it and the Consultant didn't have any obligation to keep it secret; (iv) a third party provided the Consultant with the information without requiring that the Consultant keep it a secret; or (v) the Consultant created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It's possible the Client and the Consultant each have access to confidential information that belongs to third parties. The Client and the Consultant each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Consultant is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
7. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
8. INDEMNITY.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Consultant or both. For example, if the Client gets sued for something that the Consultant did, then the Consultant may promise to come to the Client's defense or to reimburse the Client for any losses.
8.2 Consultant Indemnity. In this Contract, the Client agrees to indemnify the Consultant (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of the work the Consultant has done under this Contract.
9. GENERAL.
9.1 Assignment. This Contract applies only to the Client and the Consultant. The Consultant cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Consultant's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
9.3 Modification; Waiver. To change anything in this Contract, the Client and the Consultant must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed in this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
9.6 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of Idaho in the United States of America.
9.7 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.