WideFoc.us Terms and Conditions
Updated February 20, 2021
These WideFoc.us Terms and Conditions (“Terms & Conditions”) are between WideFoc.us Social Media (“Company”) and the person/company/entity (“Client”) placing an order (“Order”) for social media services from the Company. The Company and Client are collectively referred to herein as the “Parties,” and individually as a “Party.” These Terms & Conditions combined with the Statement of Work (collectively the “Agreement”) are deemed effective, upon the Company receiving a copy of the executed SOW and Terms & Conditions from the Client (the “Effective Date”).
1. SCOPE OF SERVICES – Company may provide social media services such as content writing, posting, community management, social advertising, and consulting for the purpose of helping the Client as described in the SOW (the “Services”). The Parties recognize that although the Client may have contracted with Company for a specific business goal (such as growing audiences, increasing website traffic, improving engagement) the Company does not guarantee the achievement of any particular business goal.
2. TERM OF THE AGREEMENT – The term of the Agreement shall be set forth in the applicable SOW, and varies for flat fee projects, monthly retainer services, ad spends, and ad management fees. General terms related to the foregoing are set forth below. Notwithstanding anything herein to the contrary, the Company may cancel this Agreement or suspend at any time with five (5) days’ prior written notice if the Client fails to make any payment, or portion thereof, on time or breaches Section 6 of this Agreement. Further notwithstanding anything here to the contrary, either Party may terminate this Agreement upon the material breach of this Agreement by the other Party with thirty (30) days prior written notice to the other Party. If choosing to terminate prior to expiration of the term, Client is required to pay WideFoc.us fifty percent (50%) of remaining monies that would have been owed for the duration of the term had such Order not been terminated.
A. Flat Fee Projects: Services of Company for the term as set forth in the applicable Order.
B. Monthly Retainer Services: Services of Company as set forth in the applicable SOW;
a minimum term of three (3) months; auto-renews upon expiration unless either Party sends the other Party a notice of non-renewal.
C. Paid Social: Ad spends covered by Client credit card, ad management fee based on spend and number/scale of campaigns.
3. PAYMENT – In consideration for the Services as applicable, during the term, Company will bill Client the fees as outlined in the SOW, as amended from time to time. All invoices are submitted on the first of the previous month and are due within 30 days of being rendered. Payments for invoices, including expenses provided for herein, will be automatically charged to the credit card of Client on file with Company OR Client may request to have the amount pulled via ACH automatically from your account. Payment by check may be approved if requested. Ad spends will be directly billed to client credit card, unless other arrangements are made.
A. Late Payments – All late payments may accrue a 10 percent (10.00%) late fee after 45 days past due.
B. Expenses Incurred in Collections – The Client is responsible for and will indemnify Company for all costs and expenses of Company collecting any amounts owing to it by Client, including all court costs and attorney fees on a full indemnity basis.
C. Billing Disputes – Any dispute by Client of any invoice issued under this Agreement must be provided to Company in writing prior to the applicable invoice due date (except for invoices which are payable immediately and invoices payable by payment card with respect to which billing disputes must be received in writing within fifteen (15) days after the invoice date) or shall be deemed waived.
D. SOW Amendments – From time to time, the Parties may agree to amending the applicable SOW and the billing under this Agreement will be changed to reflect the terms of the amended SOW which may, amongst other things, add or decrease the budget for a monthly retainer service and paid social.
4. COOPERATION – Both Parties shall cooperate fully with each other in the performance of their respective obligations under the Agreement including, without limitation, providing all necessary information, executing all documents and performing all actions reasonably required in connection with such performance. To that extent, the Client acknowledges that the ability of Company to successfully deliver the Services is dependent on the Client’s compliance with Company’s reasonable requests for information, cooperation, and support.
5. NO HIRING OF STAFF – TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLIENT AGREES NOT TO HIRE, OR TO CAUSE ANY THIRD PARTY TO HIRE, ANY EMPLOYEE OF THE COMPANY FOR A PERIOD OF TWO (2) YEARS FROM THE EFFECTIVE DATE. THE PARTIES RECOGNIZE THAT (i) COMPANY’S REPUTATION DEPENDS ON RETAINING QUALITY, TALENTED EMPLOYEES; (ii) THE LOSS OF ANY EMPLOYEE MAY ADVERSELY AFFECT PROJECTS THE COMPANY HAS CONTRACTED FOR; AND (III) THE LOSSES TO COMPANY’S BUSINESS AND REPUTATION WILL BE LARGE. CONSEQUENTLY, THE PARTIES AGREE THAT IF CLIENT BREACHES THIS SECTION BY HIRING AN EMPLOYEE OF COMPANY, ACTUAL DAMAGES MAYBE BE DIFFICULT TO PROVE, AND THE PARTIES AGREE THAT THE CLIENT SHALL PAY TO COMPANY, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, $50,000.00 PER EMPLOYEE, WHICH AMOUNT THE PARTIES AGREE IS A GENUINE AND REASONABLE PRE-ESTIMATE OF THE DAMAGES COMPANY WILL SUFFER AND IS NOT A PENALTY UNDER THE CIRCUMSTANCES. IN THE EVENT THAT CLIENT HAS MADE COMPANY SERVICES AVAILABLE TO ANY THIRD PARTY, SUCH THIRD PARTY SHALL BE DEEMED TO BE CLIENT FOR PURPOSES OF THIS SECTION AND ANY HIRING OF A COMPANY EMPLOYEE BY SUCH THIRD PARTY SHALL BE DEEMED TO BE HIRING OF SUCH EMPLOYEE DIRECTLY BY CLIENT.
6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – Both Parties acknowledge that it is their policy to maintain as secret and confidential all information heretofore or hereafter acquired, developed or used by each other in relation to their respective businesses (all such information, other than the specific exceptions described below in this paragraph, is hereinafter referred to as “Confidential Information”). The Parties recognize that, by performing the services under this Agreement, one Party may acquire Confidential Information of the other Party. All such Confidential Information is the property of the owning Party and the Parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the other Party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other Party in its possession. The restrictions set forth in this paragraph shall not apply to any part of the Confidential Information which: (i) is, at the time it is received, a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; or (ii) was in the lawful possession of the recipient prior to its disclosure and was not then subject to any obligation of confidence under this Agreement.
7. USE OF COMMERCIAL ELECTRONIC MESSAGES FOR DELIVERY – Client gives consent to Company to receive Commercial Electronic Messages (CEMs) such as emails for delivery of services. Additionally, Client gives consent to Company for Client to receive CEMs to keep Client apprised of developments and changes in business related matters, such as newsletters and other. If you wish to withdraw your consent to receive CEMs please unsubscribe from Company emails.
8. NO LIABILITY AND INDEMNIFICATION – In the absence of willful misconduct on the part of Company, the Company (and its officers, directors, employees, stockholders or creditors) shall not be liable to the Client (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of the Services, or the provision of any other advice, assistance or consulting services under this Agreement. Further, the Client agrees to and shall defend, indemnify and hold the Company harmless from and against any and all suits, claims, expenses and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from any activities pursuant to or in connection with this Agreement, including without limitation, as described in the first sentence of this paragraph 10. For the sake of clarification, this indemnification shall include claims for indirect, incidental, consequential, special or punitive damages and lost profits.
9. FURTHER INDEMNIFICATION – The acts and statements made by a Party to any third parties are the sole responsibility of such Party who shall indemnify the other Party therefor under the terms of paragraph 10 with respect to all suits, claims, expenses and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from such acts, statements and representations.
A. Benefit of Agreement – This Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective legal representatives, administrators, executors, successors, subsidiaries and affiliates.
B. Insolvency – Either Party may declare this Agreement immediately terminated upon the occurrence of any of the following events: (i) the other Party becomes insolvent, makes an assignment for the benefit of its creditors or has a receiver appointed over it or its assets; (ii) if bankruptcy or insolvency proceedings are commenced against the other Party; or (iv) if the other Party is liquidated, dissolved or ceases operations.
C. Promotional Rights – Company may list the Client as one of its clients on its webpage or in any other marketing materials unless otherwise requested.
D. Assignment – Neither Party may assign this Agreement with the written permission of the other Party.
E. Severability – In the event of the invalidity or unenforceability of any provision of this Agreement, such invalidity shall not affect the validity of the other provisions hereof.
F. Modification – This Agreement can be modified only in writing signed by both Parties hereto.
G. Continuing Effect – Sections 5-10 shall survive termination of this Agreement for an indefinite period.
J. Entire Agreement – These Terms & Conditions together with the SOW, constitute the entire agreement between the Parties and no promises, guarantees or inducements have been made regarding the provision of any services, other than as contained in these Terms & Conditions and the SOW.