Terms of Use

Terms of Use

Client Agrees to Supply the Contractor:
Client agrees to submit all data, information, and content to Confluence Social Marketing in the format specified by the Contractor within 48-72 hours of request: 
Company details and graphics:
Logos, artwork, and other photo or video media that you would like us to use in your branding.

1. Time for Performance & Exclusivity
Contractor will perform the services within 30 days of scheduling the project. Clients will only be scheduled once payment and contracts are received.

2. Client is responsible for submission of all initial data and content to Contractor within 7 days of a signed contract. Likewise, Client will submit any additional content requested by the contractor and/or final proofing and editing to contractor within 3 days of a request by the Contractor.

3. Terms of Payment
Payment to be received by the Confluence Social Marketing upon the signing of this contract. 
Payment shall be made in full via credit card or check. Credit Card / Check Authorization form is attached below.

Agreement for Credit Card Payments:
I authorize confluence social marketing LLC, Inc to charge my credit card for the services mentioned in the proposal above. Completing, signing, and returning this form (email, fax or US Mail) constitutes the cardholder’s approval for confluence social marketing LLC. to charge marketing related fees, domain name registration fees, web development fees, web hosting charges, social media fees, SEM, Display Ads, Facebook advertising fees, Email marketing, Programmatic bidding exchanges, Consulting, and other fees to this card. The customer is also authorizes this card’s use to satisfy other confluence social marketing fees. Recurring charges to this card can be cancelled at any time with a written notice to confluence social marketing (fax or email to billing@confluencesocialmarketing.com. I hereby give permission to the staff of confluence social marketing LLC to use the card account listed above in order to perform transactions where necessary. I also hereby warrant that I have authority to use such credit/debit card account if not issued in my name.

Agreement for Bank Account Payments:
I authorize confluence social marketing LLC. to initiate electronic funds transfers (debits) from my account at the financial institution listed above for the services mentioned in the proposal above. I also authorize confluence social marketing to initiate monthly electronic funds transfers (debits) from the financial institution listed above for the monthly services mentioned above. This agreement constitutes a "writing signature by me" under any application law or regulation.
Once your initial online campaign period expires we will automatically renew your campaign by charging your bank account monthly. This will be charged to the payment option you have submitted to us above. If you wish to cancel your campaign after your initial period has expired, you may notify us in writing by emailing us at billing@confluencesocialmarketing.com.

Development and optimization will not begin until payment is received.

4. Limited Liability
This provision allocates the risks under this Agreement between Contractor and Client. Contractor's pricing reflects the allocation of risk and limitation of liability specified below. 

Contractor's total liability to Client under this agreement for damages, costs, and expenses shall not exceed the compensation received by Contractor under this agreement. However, Contractor shall remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Contractor, Contractor's employees, or agents, while on Client's premises to the extent such actions or omissions were not caused by Client.

There have been no promises or agreements in the contracted work that will result in any sales, profits, or revenue for the client. The contracted work and training is strictly for helping the client to learn reputation management and to help them develop an online presence and not to facilitate sales of their products and services.

NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES. 

5. Expenses
Contractor will be responsible for all expenses required for the performance of the contractual services, except for the following, which will be paid for by Client: 

Any additional services which are elected by the client such as additional programming, main website development, consulting, video production, etc. Contractor will submit a budget and expense to be approved by the client and the client must approve the terms and the contractor must receive payment before the work is done.

6. Terminating the Agreement
This agreement is for the set-up and monthly maintenance of your social media marketing and the client agrees to maintain the contract for 4 months at the agreed price and may cancel after that with a 30 day notice.

7. Intellectual Property Ownership
Contractor shall retain all copyrights, patents, trade secrets, and other intellectual property rights to the strategies that have been given to the client. These intellectual properties are not to be shared with any parties that are not a part of this contract. We are focused on educating you and promoting your reputation online, not educating third party firms.

The contractor will maintain ownership of the contractor’s resources used. Example: sites and resources solely hosted by the contractor and contractor optimized websites, tracking systems etc.

8. Releases
Client shall obtain all necessary copyright permissions and privacy releases for materials included in the content that is given to the contractor. Client shall indemnify Contractor against all claims and expenses, including reasonable attorney fees, due to Client's failure to obtain such permissions or releases. 

Client gives full permission to use all content provided to the contractor under the terms of this agreement, including photos, videos, and all other content provided to the contractor.

9. Independent Contractor Status
The parties intend Contractor to be an independent contractor in the performance of the services. Contractor and Client agree to the following rights consistent with an independent contractor relationship.

Contractor will have the right to control and determine the methods and means of performing the contractual services. 
Contractor has the right to perform services for others during term of this Agreement.

Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.

Client shall not require Contractor or Contractor's employees or subcontractors to devote full time to performing the services required by this Agreement. 

10. Disputes
If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. 

If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyer fees, will be allocated by the arbitrator. 

11. No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.

12. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

13. Successors and Assignees
This agreement binds and benefits the heirs, successors, and assignees of the parties.

14. Notices
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: 
  • In person 
  • By certified mail, or 
  • By overnight courier. 
15. Governing Law
This agreement will be governed by and construed in accordance with the laws of the state of Illinois.

16. Counterparts
The parties may sign several identical counterparts of this agreement. Any fully signed counterpart shall be treated as an original.

17. Modification
This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced. 

18. Waiver
If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.

19. Severability
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity will affect only that provision, and will not make any other provision of this agreement invalid or unenforceable, and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
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