Horse Lingo Services Agreement
Last updated October 22, 2014
Horse Lingo Customized Services Agreement
1. Services to Be Performed
Horse Lingo shall provide to you as a Subscriber for the fees specified in Section 5 below a social media package (“Services”), which Services are described in the attached Exhibit A, which is incorporated into and made part of this Agreement.
The 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 or videos taken by a professional photographer or videographer, you must have received a release from the photographer or videographer to use the images as part of the Services. Horse Lingo reserves the right to require that the professional photographer or videographer send Content directly to Horse Lingo or that you provide us with a copy of a signed release. The Content must be in a format acceptable for inclusion in the social media that we use. 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 include in the Services 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, standards, or procedures of Horse Lingo or the social media used by Horse Lingo to provide the Services.
3. Management of Social Media Accounts
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. 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 firstname.lastname@example.org. You can obtain a Horse Lingo Parental Consent Form here or by emailing email@example.com.
5. Payment of Fees
You shall pay Horse Lingo for the Services the fees specified in Exhibit A of this Agreement. The fees must be paid in advance by check, bank transfer, Moneris Solutions, or debit or credit card before Horse Lingo will begin providing the Services. Horse Lingo fees for additional services may be billed to you on a flat fee or hourly basis at amounts agreed upon by the parties via email or other written instrument.
6. Debit or Credit Card Processing
Horse Lingo may provide a referral program as specified on www.horselingomedia.com (the “Site”). Referrals will be considered part of Horse Lingo’s referral program only if a Subscriber specifies the referral source at the time the Subscriber completes the Enrollment Form. Horse Lingo reserves the right to discontinue the referral program at any time without notice or further obligation to you.
8. Site of Work
Horse Lingo shall perform the Services remotely from its offices in Will County, Illinois.
9. Term of Agreement
This Agreement shall begin on the date that you submit payment, sign this Agreement in the space provided on Exhibit A, and provide your initial Contact information to Horse Lingo, and it continues for a minimum of twelve (12) months after any the first Facebook® Page or other social media app or promotion, as provided in Exhibit A, first goes live. Approximately thirty (30) days prior to the end of the initial or renewal twelve-month term of this Agreement, Horse Lingo will send to the email address you provide to us an offer to renew the Agreement, or you may contact us during this 30-day period to request renewal of this Agreement. The Agreement may be renewed for consecutive twelve-month periods under the terms provided at the beginning of each renewal period if you pay by check, bank transfer, or debit or credit card the fee in effect at that time, but Horse Lingo reserves the right not to renew this Agreement. 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 ask us to take down or unpublish your Page, take down videos posted on Horse Lingo’s YouTube® channel, and remove you as a Horse Lingo Subscriber before the end of the initial or any renewal twelve-month term by emailing us at firstname.lastname@example.org. We will do our best to comply with your request; however, we cannot delete Content that may be stored by the social media sites we use and you will not receive a refund of any of the fees that you paid us pursuant to Section 5.
10. Social Media and Site Accessibility
You acknowledge that sometimes there are interruptions in Internet service that are beyond the control of Horse Lingo and that the other social media Horse Lingo uses to provide the Services are not under Horse Lingo’s control. While it is Horse Lingo’s intention to make the Services accessible 24 hours per day, 7 days per week, you acknowledge that access to the Site and other social media may be interrupted, suspended, or terminated from time to time for any or no reason and that Horse Lingo shall not be responsible for any data lost during Internet transmissions. You further agree that Horse Lingo has the right to take down or unpublish the Page, Facebook® App, or other social media promotion of your horse(s), or portions thereof, if Horse Lingo receives a take-down notice pursuant to the Digital Millennium Copyright Act or any other lawful take-down notice. Horse Lingo shall not be responsible for any user’s inability to access its Page, Facebook® App, or other promotion of its horse(s), nor shall you be entitled to any refund or credit for any time that the Services are inaccessible.
Horse Lingo does not intend to make the Services portable. Upon the completion of the initial term or any renewal term of this Agreement, or upon our termination of this Agreement as otherwise provided for herein, Horse Lingo reserves the right to take down the Page, Facebook® App, and other promotion of your horse(s) from social media where Horse Lingo has posted this information as part of the Services and to destroy any code or digital copies of Content it has received related to your horse as part of this Agreement.
12. 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 its Site or any of its Services. however, HORSE LINGO does not represent or warrant that ITS SITE OR THE SOCIAL MEDIA IT USES TO PERFORM THE SERVICES will be immune from acquiring trojan horses, viruses, time bombs, or malware.
Horse Lingo will use its best efforts to accurately and timely transmit through its Services the Content that you provide to Horse Lingo or that it acquires from third parties about your horse(s). HOWEVER, HORSE LINGO DOES NOT REPRESENT OR WARRANT THAT THE content will be uploaded or transmitted within any specified time or without error, except as otherwise provided in this agreement.
Horse Lingo uses third party social media to provide its Services. These third party social media have their own policies, rules, and procedures, and Horse Lingo shall make reasonable efforts to comply with these policies, rules, and procedures. HOWEVER, HORSE LINGO makeS NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES THAT THE THIRD PARTY SOCIAL MEDIA WILL MAINTAIN POLICIES, RULES, PROCEDURES, OR SERVICES THAT ENABLE HORSE LINGO TO PROVIDE ITS SERVICES. IN THE EVENT THAT THE THIRD PARTY SOCIAL MEDIA CEASE TO PROVIDE POLICIES, RULES, PROCEDURES, OR SERVICES THAT ENABLE HORSE LINGO TO PROVIDE ITS SERVICES, HORSE LINGO MAY TERMINATE OR SUSPEND ITS SERVICES OR ANY COMPONENTS THEREOF, IN WHICH CASE HORSE LINGO MAY PROVIDE A SUBSTITUTE COMPONENT. IF HORSE LINGO TERMINATES OR SUSPENDS ITS SERVICES IN THEIR ENTIRETY, ITS ONLY OBLIGATION TO YOU IS TO REFUND TO YOU $25 PER EACH MONTH REMAINING IN THE INITIAL TERM OR RENEWAL TERM OF THIS AGREEMENT.
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 THE INITIAL OR EXPANDED ADVERTISING CAMPAIGN, 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 IN SECTION 5 ABOVE.
13. Your Representations and Warranties
You represent that you own the horse(s) or are legally authorized to promote the horse(s) for which you submit Content. You represent that you own all rights to or have acquired permission for Horse Lingo to use all logos, photographs, videos, and other Content which you ask Horse Lingo to include in the Services and that this Content will not infringe on any copyright, trademark, or other intellectual property 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.
14. 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 your acts or omission arising out of or related to this Agreement and, without limiting the foregoing, any violation of Sections 2, 3, 13, 16, or Exhibit A.
16. Intellectual Property
You agree that Horse Lingo’s provision of the Services 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, in the Content that you might upload with Horse Lingo’s permission to social media as part of the Services, in the materials supplied by the social media used by Horse Lingo, or in any open source software modules contained within Horse Lingo’s Site. Horse Lingo grants to you a nonexclusive, limited, and revocable right to use the Services provided pursuant to this Agreement. You shall not remove any copyright notices from the mobile application or other Services created by Horse Lingo pursuant to this Agreement.
17. 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.
18. Communication from Horse Lingo
19. 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.
20. Continuing Obligations
You agree that Sections 11, 12, 13, 15, 16, and 17 of this Agreement shall remain in full force and effect beyond the termination or expiration of this Agreement.
21. Entire Agreement
This Agreement represents the entire agreement and understanding of the parties hereto, and all prior and concurrent agreements, understandings, representations, and warranties in regard to the subject matter hereof are and have been merged herein. This Agreement may not be amended except by a written instrument signed by both parties. An email exchange between the parties in which they clearly state their intent to amend this Agreement, specify the new terms, and state their agreement to the new terms shall satisfy the requirements of this Section
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 email@example.com. All communications sent to you will be addressed to the contact information that you provide to Horse Lingo upon acceptance of this Agreement.
The signatures of persons having authority to sign and bind their respective parties to this Agreement appear at the end of Exhibit A to this Agreement.
EXHIBIT A to Horse Lingo Customized Services Agreement
A-1. List of Services
The Services provided by Horse Lingo pursuant to this Agreement shall be those items checked below:
- A custom Facebook® Page for _____________________ owned by you (“Page”), which will include the items checked below:
- A cover banner (see “Banner” below for details)
- A cover photo
- Name and breeding of your horse(s) or name of your business
- A Show Ring tab
- A Like tab
- A Photo tab with up to _____ photos supplied by you
- A Video tab with up to _____ videos supplied by you
- Other: ________________________________________________________________
- Between ____ and ____ new or replacement postings per month, subject to Section A-4 below, which may include the following:
- Your horse’s show results
- Videos of your horse(s) to the Horse Lingo YouTube® channel and your Page
- Photographs of your horse(s) to your Page
- Other status updates
- Instant Horse Lingo Twitter® feed of all status updates, your horse’s show results, photographs, and videos upon posting to the Page timeline
- A Facebook® application (“Facebook® App”) with smart URL
- A QR code upon request
- A customized application background and tabs
- Posting on your Instagram® account
- Posting on your YouTube® channel
- Posting on your Twitter® feed
- An Initial Advertising Campaign (see Section A-5 below) that will include a customized ad to appear on the pages of targeted Facebook® users
- An Expanded Advertising Campaign (see Section A-5 below) that will include: _____________
- Other: _______________________________________________________________________
You must provide, at your cost, to Horse Lingo for your Facebook® Page a professionally designed cover banner, which may be created by your own graphic designer or by a graphic designer subcontracted by Horse Lingo. If the designer is subcontracted by Horse Lingo, Horse Lingo will invoice you for the cost of this service.
A-3. Initiation of Services
Horse Lingo shall use the Content that you provide through www.horselingomedia.com (the “Site”) or as otherwise specified in the Agreement, along with content that Horse Lingo acquires through third parties, to provide the Services. Horse Lingo shall construct the Page and begin providing the Services within thirty (30) days of your execution of the Agreement; your payment of fees in Section 5 of the Agreement; and Horse Lingo’s receipt from you of all content, including photographs, videos, and, answers to questions Horse Lingo sends to you. Horse Lingo may, in its sole discretion, include additional features as part of the Services.
A-4. Updates or Additions to Content
You may request at reasonable intervals that Horse Lingo add updates and new photographs or videos to the Page. You must send all updates to Horse Lingo at firstname.lastname@example.org. If the new photographs or videos were taken by a professional photographer of videographer, the photographer or videographer must send the new photographs or videos to email@example.com. All status updates and additions or changes of photographs or videos must be made through Horse Lingo, which shall determine, in its sole discretion, what are reasonable intervals, subject to the parameters specified in Section A-1 above. Requested updates and additions shall be made within 48 hours of request and provision of Content, except for requests made between Friday noon and midnight Saturday, which requested updates and additions shall be made within 72 hours of request and provision of Content.
A-5. Advertising Campaign
If Section A-1 above includes a limited Facebook® advertising campaign, Services will include a customized ad designed to appear on the pages of targeted Facebook® users over the course of an approximate one-month time frame (“Initial Advertising Campaign”). The targeted users may include, but are not limited to, people who have expressed an interest in your horse’s breed or in Horse Lingo. The ad may also appear in desktop or mobile news feed. In order for Horse Lingo to create a customized ad, you agree to provide additional Content to Horse Lingo if requested. The length of the Initial Advertising Campaign will depend in part on the number of impressions that your ad receives on a daily basis, and the length may be more or less than one month. If you want to continue or expand the Initial Advertising Campaign, you may contract with Horse Lingo to conduct an additional campaign (“Expanded Advertising Campaign”). If such Expanded Advertising Campaign is not specified in Section A-1 above, you and Horse Lingo will agree via email or other written instrument on a budget for the Expanded Advertising Campaign, which will be based in part on a desired number of impressions. The Expanded Advertising Campaign may include, at Horse Lingo’s discretion, sponsored stories or additional ads, which may appear on targeted Facebook® users’ pages and in desktop or mobile news feed. Horse Lingo shall use its best efforts to optimize your advertising budget but cannot guarantee the length of the Initial or Expanded Advertising Campaign or the results of either campaign.
A-6. Additional Services
Any additional services or increased frequency of services not provided for in Section A-1 of this Agreement must be negotiated with Horse Lingo for an additional fee.
You shall pay Horse Lingo for the Services specified in this Agreement the annual fee of $_______. [alternatively, “the one-time fee of $______ in addition to a monthly fee of $______], which payment shall be made pursuant to Section 5 of the Agreement.
The persons signing below represent and warrant that they are at least 18 years of age, have read and agree to the Horse Lingo Customized Services Agreement located at www.horselingomedia.com, and have the power and authority to sign the Agreement and bind their respective companies.
Date: _____________________________ Date: _____________________________
Horse Lingo, LLC For _______________________________