Horse Lingo Social Media Management Agreement
Updated October 22, 2014
This Social Media Management Services Agreement (“Agreement”) is entered into as of the ___ day of ___________, 2014 between Horse Lingo, LLC, an Illinois limited liability company (“we” or “Horse Lingo”), and _____________________________________________________ (“you” or “Client”). For good and valuable consideration and the promises and covenants set out in this Agreement, the parties agree as follows:
1. Services to Be Performed
Horse Lingo shall manage Client’s Facebook®Page (“Services”), which shall include:
- Initial discussion with Client to determine Client’s perceived strengths and needs;
- Development of Client-tailored ideas for Client’s Facebook®Page based on initial discussion and Horse Lingo’s understanding of the market;
- A minimum of two to three weekly posts to Client’s Facebook®Page; and
- Weekly email reminder, if needed, to solicit from Client new developments in Client’s business and Content ideas for the posts.
- Additional custom options tailored to the needs of Client.
Any Content you provide for inclusion in the Services must be your original content or content which you have the right to use in the Services and must be, to the best of your knowledge, accurate content. If you submit as part of your Content photographs taken by a professional photographer, you must have received a release from the photographer to use the images as part of the Services. If you submit as part of your Content photographs that include images of people other than Client employees, you must obtain and keep on file written releases to use the images as part of the Services. The photographs must be in a format acceptable for inclusion in Facebook® Twitter®, or Instagram® posts. Horse Lingo may, but is not obligated to, resize images to render them acceptable for inclusion in the Services. Horse Lingo reserves the right to refuse to post any Content that, in its sole discretion, it determines to be inaccurate, illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, infringing of privacy or publicity rights, otherwise injurious to third parties, or inconsistent with, contrary to, or in violation of the policies, rules, or procedures of Horse Lingo, Facebook®, Twitter®, or Instagram®.
3. Management of Content and Posts
Horse Lingo shall be granted the “editor” role of your Facebook® Page and “manager” role of Twitter® and Instagram®. Horse Lingo, at its sole discretion, shall decide on the specific timing of the posts, but Horse Lingo shall make a minimum of two Facebook® posts per week and a minimum of one Twitter® and Instagram® post per week. You shall maintain the “admin” role that you have already established. Horse Lingo shall not monitor your actions as a “admin”, but Horse Lingo reserves the right to delete any comments or other material that you add to the Page as “editor” if Horse Lingo becomes aware of any comments or other material that, in its sole discretion, it determines to be inaccurate, illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, infringing of privacy or publicity rights, otherwise injurious to third parties, or inconsistent with, contrary to, or in violation of the policies, rules, or procedures of Horse Lingo, Facebook® Twitter®, or Instagram®. You must send all Content and ideas for Content to Horse Lingo at firstname.lastname@example.org or at such other email address that Horse Lingo provides to you.
4. Children Under the Age of 13
Horse Lingo does not knowingly collect or use as part of the Services information or images of minors under the age of 13 without parental consent. You agree that you will not submit to Horse Lingo information or images of any minor under the age of 13 unless (a) you are the parent/legal guardian of that child, in which case you must complete and submit a Horse Lingo Parental Consent Form to give Horse Lingo permission to use that information or those images as part of the Services, or (b) if you are not the parent/legal guardian of that child, you submit to Horse Lingo a completed Horse Lingo Parental Consent Form signed by a parent/legal guardian of that child or maintain in your files a copy of a similar release, in which case you agree to indemnify Horse Lingo for any claims brought related to the use of that child’s image. If you are the parent/legal guardian of a child under the age of 13 whose information or image we have received and used as part of the Services, you have the right to ask us to remove and delete that information by emailing us at email@example.com. You can obtain a Horse Lingo Parental Consent Form at http://www.horselingomedia.com/parental-consent/ or by emailing firstname.lastname@example.org.
5. Fees and Payment
You shall pay Horse Lingo a monthly fee of $____ for the Services. This fee must be paid by the 15th of each month for which Services are rendered. Horse Lingo will endeavor to send out a reminder invoice by the beginning of each month for that month’s Services, but your obligation to pay the monthly fee by the 15th of the month is not contingent upon receiving an invoice from Horse Lingo. If Horse Lingo does not receive payment by check by the 15th of any month or your payment is denied Horse Lingo’s financial institution, Horse Lingo will suspend provision of the Services until you are current with your payment obligations.
6. Site of Work
Horse Lingo shall perform the Services remotely from its offices in Will County, Illinois.
7. Term of Agreement
This Agreement shall begin on the date that the parties sign the Agreement and you make your first payment pursuant to Section 5. Horse Lingo shall make its first posts to your Facebook® page, Twitter® Account, and Instagram® Account within seven (7) days of receiving credentials to access your Facebook® page, Twitter® Account, and Instagram® Account and receiving your responses to Horse Lingo’s first request for Content ideas or recent Client developments. The Agreement continues on a month-to month basis. Notwithstanding the foregoing, Horse Lingo may terminate this Agreement without notice and with no further obligation to you if you violate the terms of the Agreement. You may terminate this Agreement by emailing us at email@example.com, and such termination shall take effect at the beginning of the following month. You shall be responsible for the Fees for the month in which you provide notice of your notice of termination, and you will not receive a refund of any of the Fees that you have paid to us in Section 5.
8. Site and Post Accessibility
You acknowledge that sometimes there are interruptions in Internet service that are beyond Horse Lingo’s control. You acknowledge that access to Facebook®, Twitter®, and Instagram® may be interrupted, suspended, or terminated from time to time for any or no reason, that access to the Facebook® website and your Facebook® Page, your Twitter® Account, and Instagram® Account is not under Horse Lingo’s control, and that Horse Lingo shall not be responsible for any data lost during Internet transmissions. Horse Lingo shall not be responsible for any user’s inability to access your Facebook® Page, Twitter® Account, or Instagram® Account nor shall you be entitled to any refund or credit for any time that the Services are inaccessible.
You agree that Horse Lingo has the right to take down any posts that we have made to your Facebook® Page, Twitter® Account, or Instagram® Account if we receive a take-down notice pursuant to the Digital Millennium Copyright Act or any other lawful take-down notice. You further agree that, if you receive a take-down notice pursuant to the Digital Millennium Copyright Act or any other lawful take-down notice regarding the posts that Horse Lingo has made on your behalf, you will comply with such take-down notice and shall immediately inform Horse Lingo of the notice and your action.
9. Portability upon Termination
Upon termination of this Agreement, Horse Lingo shall cease to manage any posts to your Facebook® Page, Twitter® Account, and Instagram® Account and you agree to assume control of Facebook® Page Twitter® Account, and Instagram® Account by promptly registering either yourself or a third party as the manager of your Facebook® Page, Twitter® Account, and Instagram® Account.
10. Horse Lingo’s Representations, Warranties, and Limitation of Liability
Horse Lingo represents that it will not knowingly introduce any Trojan horse, virus, time bomb, or malware into your Facebook® Page, Twitter® Account, or Instagram® Account. however, HORSE LINGO does not represent or warrant that YOUR FACEBOOK® PAGE, TWITTER® Account, and Instagram® Account will be immune from acquiring trojan horses, viruses, time bombs, or malware.
Horse Lingo will use its best efforts to accurately and timely post Content to your Facebook® Page, Twitter® Account, and Instagram® Account. HOWEVER, HORSE LINGO DOES NOT REPRESENT OR WARRANT THAT THE content will be uploaded within any specified time or without error, except as otherwise provided in this agreement.
Horse Lingo shall make reasonable efforts to comply with Facebook®’s, Twitter’s®, and Instagram’s® policies, rules, and procedures. HOWEVER, HORSE LINGO MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES THAT FACEBOOK® TWITTER®, and INSTAGRAM® WILL MAINTAIN POLICIES, RULES, PROCEDURES, OR SERVICES THAT ENABLE HORSE LINGO TO PROVIDE ITS SERVICES. IN THE EVENT THAT FACEBOOK®, TWITTER®, AND/OR INSTAGRAM® CEASES TO PROVIDE POLICIES, RULES, PROCEDURES, OR SERVICES THAT ENABLE HORSE LINGO TO PROVIDE ITS SERVICES, HORSE LINGO MAY TERMINATE OR SUSPEND ITS SERVICES. IF HORSE LINGO TERMINATES OR SUSPENDS ITS SERVICES IN THEIR ENTIRETY, ITS ONLY OBLIGATION TO YOU IS TO REFUND TO YOU ANY MONTHLY FEES THAT YOU HAVE PREPAID FOR MONTHS SUBSEQUENT TO THE MONTH IN WHICH SERVICES ARE TERMINATED OR SUSPENDED.
HORSE LINGO MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES. HORSE LINGO DOES NOT MAKE ANY REPRESENTATIONS, GUARANTEES, OR WARRANTIES AS TO THE RESULTS OF ITS SERVICES, NOR DOES HORSE LINGO MAKE ANY OTHER REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT.
In no event shall HORSE LINGO be liable for LOST REVENUES OR PROFITS or special, indirect, incidental, consequential, or punitive damages, even if it has been advised of the possibility of such LOSSES OR damages, NOR SHALL the aggregate liability of HORSE LINGO, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, arising out of or relating to THE SERVICES exceed the FEES ACTUALLY PAID BY YOU TO US PURSUANT TO SECTION 5 ABOVE.
11. Your Representations and Warranties
You represent that you own all rights to or have acquired permission for Horse Lingo to use all logos, photographs, and other Content which you ask Horse Lingo to consider for posts to your Facebook® Page, Twitter® Account, and Instagram® Account (or which you post to your Facebook® Page, Twitter® Account, and Instagram® Account) and that this Content will not infringe on any copyright, trademark, other intellectual property rights, privacy, or publicity rights of any third party. You further represent that all Content that you provide to Horse Lingo for use in the Services is accurate and not materially misleading.
12. Force Majeure
Horse Lingo shall not be liable for any delay or failure to perform the Services in whole or in part due directly or indirectly to any circumstances beyond Horse Lingo’s control, including, without limitation, war, terrorism, riot, flood, act of God, court order, governmental action, fire, or failure of suppliers, social media, or subcontractors. In addition, Horse Lingo shall not be liable for any delay or failure to perform the Services in whole or in part if such delay or failure is due to your failure to respond on a timely or complete basis to requests made by Horse Lingo.
You agree to defend, indemnify, and hold harmless Horse Lingo, its affiliates, and their respective members, directors, officers, employees, subcontractors, and agents from and against all claims and expenses, including attorney fees, arising out of the Services and, without limiting the foregoing, any violation of Sections 2, 3, 11, or 14 of this Agreement.
14. Intellectual Property
You agree that Horse Lingo’s posts to your Facebook® Page, Twitter® Account, and Instagram® Account do not constitute a work for hire as defined in the U.S. Copyright Act of 1976 as amended and that Horse Lingo shall be considered the author of its Services for copyright purposes and shall retain all rights under the Act except as otherwise provided in this Agreement. However, Horse Lingo does not claim any copyright in the Content that you provide to Horse Lingo or in the Content that you might post on your Facebookâ Page, Twitterâ Account, or Instagramâ Account. Horse Lingo grants to you a nonexclusive, unlimited, and irrevocable right to use and maintain the posts provided pursuant to this Agreement.
15. Dispute Resolution
The parties agree that this Agreement shall be interpreted under the laws of the State of Illinois without reference to its conflict of laws provisions. The parties agree that, as to any dispute arising out of or relating to this Agreement, they shall submit such dispute to an impartial mediator located in Will County, Illinois for resolution. If the parties are unable to resolve the dispute by mediation, then the parties may bring an action in a court located in Will County, Illinois or, if a federal action, in the Northern District of Illinois. The parties hereby consent and agree to submit to the jurisdiction of and venue in such courts and waive any argument of forum non conveniens.
16. Communication from Horse Lingo
You agree to receive communications from Horse Lingo in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communication that Horse Lingo provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in a writing.
17. Waivers, Section Headings, and Severability
No waiver by Horse Lingo of any breach or default of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement. If a provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
18. Continuing Obligations
You agree that Sections 10, 11, 13, 14, and 15 of this Agreement shall remain in full force and effect beyond the termination or expiration of this Agreement.
19. Entire Agreement
All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand with written confirmation of receipt, (b) sent by electronic transmission with confirmation of receipt, or (c) received by the addressee if sent by a nationally recognized overnight delivery service with proof of delivery requested. All communications sent to Horse Lingo should be addressed to firstname.lastname@example.org. All communications sent to you will be addressed to the contact information that you provide to Horse Lingo upon acceptance of this Agreement.
The persons executing this Agreement represent and warrant that they have the power and authority to sign this Agreement and bind their respective companies. This Agreement may be executed in two or more original counterparts.
Horse Lingo, LLC For _________________________