This Facebook Advertising Management Service Contract is entered into between More Marketing Firm (Facebook Ads Consultant) and the Client
- Definitions and Interpretation
In this Agreement, the following words have their corresponding meanings
Agreement / Terms and Conditions means the Client’s agreement with More Marketing Firm LLC as contained in this document (as may be modified from time to time).
Facebook / Facebook Ads Manager / Facebook Ads Management / Facebook Ads means Facebook and Facebook Ads Management except to the extent that the Client has specifically instructed More Marketing Firm LLC (and More Marketing Firm LLC has agreed to) manage the Client’s account in relation to other social media platforms in addition to (or in substitution of) Facebook.
I, You, Your / Account Holder, Client means the person or company named as the client in this Agreement and (where applicable) the website or business that the Client has authority over.
We, Us / More Marketing Firm LLC / Facebook Ads Consultant means the Client’s Facebook Ads Management Team.
- Engagement of the Company
More Marketing Firm LLC will provide the Client with ongoing management of Facebook Ad (hereinafter referred to as “Facebook Ads”) as described in this Agreement. The Client gives More Marketing Firm LLC the complete right to create, adjust and increase Ad spend to grow and scale the
Clients campaign. Any specific Ad Spend budget per month must be confirmed to More Marketing Firm LLC prior to the signing of this contract. The Client must not adjust or alter the Advertising campaigns unless previously discussed and approved by More Marketing Firm LLC. All Advertisements are performed on a month to month basis, this period starts from when the Advertisements go live. This contract is limited to one Ads Account. Please refer to the full Terms of Conditions of the Facebook Ads Management Service listed in Section Four (4).
- Nature of Engagement
More Marketing Firm’s Facebook Ads Services are intended to:
- Increase exposure on the Facebook platform through the running of Ads
- To drive targeted online traffic to the website. More Marketing Firm’s Facebook Ads management will include but not limited to:
- Competitor market research
- Identifying persona models
- Regular A/B and split testing of ad copy and creatives to determine the most successful strategies to increase the profitability of ad performance
- Setting up monitoring basic and advanced tracking for on- and offline events.
- Weekly and monthly reporting, including details of campaign performance and recommendations.
- Overall ad campaign management from start to finish as detailed (but not limited to) the services detailed in Section Four (4).
- Facebook Ads Services & Conditions
Whilst More Marketing Firm LLC is managing the Client’s Facebook Ads account, the following terms and conditions apply:
- By entering this Agreement with More Marketing Firm LLC, the Client gives More Marketing Firm LLC permission to access the Client’s Facebook Ads & Business account for the purposes of optimization and management of the Client’s online business.
- The scope of work includes but is not limited to:
- Upload existing customer data and develop lookalike audiences pools,
- Leverage Facebook’s affinity analysis tool to build target segments,
- Create Facebook ad campaigns with ad copy/creatives (excluding video production),
- Create retargeting audience pools,
- Daily, weekly and monthly optimization of bids, budgets, audiences, and creatives.
- More Marketing Firm LLC Ads Management (with More Marketing Firm LLC management fees) is a separate service from any and all fees that Facebook will charge the Client. The Client will pay these fees directly to Facebook. Cancellation of the Client’s More Marketing Firm LLC Facebook Ads management does not automatically stop the Client’s Facebook advertising from running and incurring Facebook Ads fees. More Marketing Firm LLC will not be liable for any amounts that Facebook Ads charges the Client following the cancellation of the Client’s management with More Marketing Firm LLC. If the Client wishes to cease advertising online at the same time that the Client cancels its More Marketing Firm LLC management, please notify your Campaign Manager in writing so that More Marketing Firm LLC can cancel the Client’s Facebook Ads online advertising as well. Alternatively, the Client may choose to directly access its own Facebook Ads account to arrange cancellation.
- For clarity, please note that More Marketing Firm LLC is not Facebook, Facebook Business or Facebook Ads Manager as More Marketing Firm LLC is a separate entity from Facebook.
- More Marketing Firm LLC will endeavour to help the Client obtain the Client’s online Facebook advertising goals by providing the Client with advice, information and technical services in relation to Facebook advertising/marketing. Unless specifically stated to the contrary in this Agreement, More Marketing Firm LLC does not guarantee any particular rate of return or performance of any online advertising on Facebook Ads (including but not limited to any particular ads metrics). More Marketing Firm LLC cannot be held responsible for commercial outcomes which are associated with the Internet and Facebook marketing or management of the Client’s Facebook Ads account for the Client’s business and/or websites.
- More Marketing Firm LLC is providing a social media marketing service for a competitive price. More Marketing Firm LLC is not insuring or underwriting the Client’s chosen business model. The Client acknowledges that services are inherently subject to technical failures and disruptions from time to time.
- Fees, Payments & Consideration
5.1 General Costs
- The Initial Setup (if applicable) is payable in full before the setup of the Client’s Facebook Ads account(s) will begin (unless otherwise agreed in writing).
- The Management Fee for the Client’s Facebook Ads account will be charged in advance on a monthly basis (unless otherwise agreed in writing).
- More Marketing Firm LLC will invoice the Client at the beginning of each month for the agreed Management Fee, with payment due on the 20th of each month (unless otherwise agreed in writing). Unless automated plan selected and then the credit card used to process the initial payment will be used and charged on the same date of each month automatically.
- More Marketing Firm LLC reserves the right to stop managing the Client’s Facebook Ads account and terminate this Agreement by written (or electronic mail) notice to the Client. If this occurs, the Client’s More Marketing Firm LLC monthly management fee will stop immediately and no further payments will be charged. A minimum notice period of 30 days applies.
- The Client can also cancel our Facebook Ads Management services by written (or email) notice to us. A minimum notice period of 30 days applies.
- Upon cancelling our Facebook Ads Management services, all amounts owing to More Marketing Firm LLC will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation (unless otherwise agreed in writing). There will be no prorated refunds on the monthly Management Fees already paid.
- All prices quoted on our website including emails and proposals are in USD.
- More Marketing Firm LLC reserves the right to engage a debt collection service at the Client’s expense if there are any unpaid invoices overdue by 30 days.
5.2 Additional Costs
The Client agrees to reimburse More Marketing Firm LLC for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third-party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid by the due date as specified on the invoice. Additional costs are to be agreed upon prior to commencement of out-of-scope work.
- Intellectual Property & Copyright
6.1 Intellectual Property
- All creation files remain the property of More Marketing Firm LLC and its partners unless otherwise agreed in writing.
- More Marketing Firm LLC retains the Copyright in and the right to use all artwork created in advancing the profile of More Marketing Firm LLC and to be recognized for artwork created by More Marketing Firm LLC unless otherwise agreed.
- More Marketing Firm LLC shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client’s Web Page unless specifically agreed otherwise. Further, More Marketing Firm LLC shall be free to use any ideas, concepts, know-how or techniques acquired in the construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
- More Marketing Firm LLC observes Privacy Laws and Guidelines relating to personal data.
To the extent that Copyright subsists in any text that More Marketing Firm LLC creates for the Client’s Facebook Ads account/s pursuant to this Agreement; More Marketing Firm LLC assigns copyright in such text to the Client. For the avoidance of doubt, this clause does not assign copyright in any other materials that More Marketing Firm LLC may create for the Client outside the scope of this Agreement.
- Company’s Warranties and Indemnity
The following Company’s warranties and indemnities (including but not limited to) apply:
- More Marketing Firm LLC warrants that it will provide the Services as stipulated in the Agreement using reasonable care and skill to conform in all material respects with the Terms & Conditions.
- More Marketing Firm LLC shall use all reasonable endeavours to meet any performance dates specified in the Agreement but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. More Marketing Firm LLC shall not be liable for any delay in the delivery of the Services caused by a Force Majeure event or the Client’s failure to provide More Marketing Firm LLC with adequate delivery instructions or any other instructions relevant to the supply of the Services. Force Majeure details listed in Section Eight (8).
- More Marketing Firm LLC shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
- More Marketing Firm LLC shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that More Marketing Firm LLC shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
- Force Majeure
More Marketing Firm LLC will not be liable to the Client for any delay or failure to fulfil its obligation to the extent that such delay or failure is caused beyond its control, including but not limited to, fire floods, natural disasters, terrorism, wars, strikes, lockouts and industrial disputes.
- Client’s Warranties and Indemnity
The Client warrants that everything it provides More Marketing Firm LLC to employ in the Facebook Ads campaign is legally owned or licensed to the Client. The Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission or wilful breach of this agreement by More Marketing Firm LLC, and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the client or its clients, officers and employees or contractors or any other entity for any Claims whatsoever:
- In relation to the provision or non-provision of the Services or arising from any act or omission by More Marketing Firm LLC relating to the Services;
- Arising from any act or omission of any third party, including the unavailability or performance of any social media platform, relevant internet interface or database or the listing or ranking of any of the client’s websites;
- In relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;
- In the event that any transaction contemplated by the Client does not proceed; or
- In relation to acts or omissions of the client or any third party,
- And the client shall and hereby does indemnify and hold More Marketing Firm LLC and its officers, employees and contractors harmless from all such Claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).
- Any information given by the Client that is not accurate, up to date or complete or is otherwise misleading,
- Any breach of these Terms, or
- Any damage to the reputation of the Client suffered as a consequence of the Client’s breach of the Terms
The Client and More Marketing Firm LLC acknowledge and agree that the Services and all other documents and information related to the development of the Facebook Ads campaign(s) will constitute valuable trade secrets of More Marketing Firm LLC. The Client shall keep all information in confidence and shall not, at any time during or after the term of this Agreement, without More Marketing Firm LLC prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the information exchanged during the Service.
11.1 Period of Agreement & Notice of Termination
Either party may terminate this Agreement by giving each other 30 days’ written (or electronic mail) notice after the expiry of the Minimum Term from the Agreement Date.
11.2 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
Any non-cancelable materials, services, etc., More Marketing Firm LLC has properly committed itself to purchase for the Client’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. More Marketing Firm LLC agrees to use the best efforts to minimize such liabilities immediately upon written notification from the Client. More Marketing Firm LLC will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.
11.3 Materials Unpaid For
If upon termination there exist any materials furnished by More Marketing Firm LLC or any services performed by More Marketing Firm LLC for which the Client has not paid More Marketing Firm LLC in full, until such time as the Client has paid More Marketing Firm LLC in full, the Client agrees not to use any such materials, in whole or in part, or the product of such services.
11.4 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to More Marketing Firm LLC, More Marketing Firm LLC shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.
11.5 Refund Policy & Consequential Loss
To the extent permitted by law and subject to any consumer guarantees the Client has under the American Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.
- Nature of the Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction then such part shall be severed for that jurisdiction. The remainder of the Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.
All notices addressed to More Marketing Firm LLC must be sent by electronic mail unless otherwise agreed upon by all parties in this Agreement.
A minimum notice period of 30 days applies items including but not limited to refunds, cancellations, revisions and alterations agreed upon by all parties in the Agreement.
- Alternative Dispute Resolution
Any dispute will be subject to the laws of United States. In the event a dispute arises between the parties hereto, parties may opt to engage external dispute resolution and commercial mediation services..
- Law and Jurisdiction
These Terms and Conditions are governed by the law in force in the United States, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of America.
Both Client and Company must sign the Facebook Ads Management Agreement to accept and engage our Adwords Management Services.
Realtor Social Media Package – Terms of Service
This Contract is between (the “Client”) and More Marketing Firm, a Georgia limited liability company (the “Contractor”).
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Contractor to do the following:
• Scope of work:
• Social Media Marketing Implementation
• 20 posts to up to 4 platforms – Facebook/Instagram/LinkedIn/Pinterest
• Post-editing per pre-defined fields any edit requests outside of pre-defined fields incur an additional $25 charge
• Custom Hashtag Strategy
• Scheduling posts to aforementioned platforms
1.2 Schedule. The Contractor will begin work on the next business day following receipt of the signed contract & payment and the work is ongoing. This Contract can be ended by either Client or Contractor at any time with 7 days written notice, pursuant to the terms of Section 6, Term and Termination. No refunds for unused services for the remainder of the 30 day contract.
1.3 Payment. The Client will pay the Contractor at a rate of detailed on invoice per month with a set up fee equal to first-month that has been waived.
1.4 Expenses. The Client will not reimburse the Contractor’s expenses.
1.5 Invoices. The Contractor will invoice the Client monthly. The Client agrees to pay the amount owed within 7 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount. Client understands space is limited and payments after 7 days may result in contract cancellation. Re-admittance if available will be at current rates and the discounted rate will no longer apply.
1.6 Support. The Contractor will not provide 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 Contractor is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor 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 Contractor’s Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. 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.
2.3 Contractor’s IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the
Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Contractor’s Right To Use Client IP. The Contractor may need to use the
Client’s intellectual property to do its job. For example, if the Client is hiring the
Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor’s job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Contractor may work for a
competitor of the Client. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things.
5.1 Overview. This section contains important promises between the parties.
5.2 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.
5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor 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 Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor’s background IP and work product.
5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions. Approvals must be received by deadline otherwise client understands that know guarantees can be made that posts will be completed in time. Any forfeited weeks due to client not submitting their approval by their deadline are not refundable or transferable to other weeks.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Contractor. 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 and that the Contract will end at the end of the nearest 30 day term. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses.
The following sections don’t end even after the Contract ends: 2 (Ownership and
Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Contractor as an
independent contractor. The following statements accurately reflect their relationship:
– The Contractor 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 Contractor is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Contractor with any training.- The Client and the Contractor do not have a partnership or employer-employee relationship.- The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.- The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Contractor is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor’s employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Contractor 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 Contractor promises to treat this information as if it is the Contractor’s own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this Contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor’s responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor 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 Contractor 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.
9. 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.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (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: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
10.3Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.