Terms of Service Agreement

TERMS OF SERVICE AGREEMENT

Last updated August 27, 2023

For the purposes of this document, the following definitions apply:

• Agency - refers to Social Posts Pro, our parent company Lionshead Digital Inc, sister companies, and contractors.

• Client - refers to the individual or company purchasing Services from the Agency.

• Parties - collectively the Agency and Client.

• Services - the Services to Client as contracted and outlined in the on-boarding email.

• Agreement - this document defined as Terms of Service Agreement and further defined below.

1. AGREEMENT

1.1 This Agreement sets forth the terms and conditions on which you, the Client, have engaged the Agency to perform certain services as contracted. This is a legally binding agreement between you and the Agency. By becoming a Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to the Agency.

1.2 This Agreement will supersede and replace all other agreements between the Parties of the same subject matter, including any agreements, directions, or claims made by the Agency employees, unless a formal variance is confirmed and agreed to by the client and executive level management at the Agency.

1.3 This Agreement is shown to you when you initially purchase Services, and again with our on-boarding survey, in which you are shown our these terms for you to sign and agree to. It is your responsibility to read through these terms in full so you fully understand what you are agreeing to.

2. OBLIGATIONS

The Agency will provide Services to Client in accordance with Agency standard policies and procedures. The Agency reserves the right to reject Clients for any other reason, in the Agency`s sole discretion. The Agency will be responsible for all aspects of delivering the Services as agreed upon under the terms of this Agreement. All Agency rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply. The Agency may change its rules, policies and operating procedures from time to time in its sole discretion with notification as described in this agreement.

3. FEES, PAYMENT AND CANCELLATION

3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.

3.2 Our Services officially start the day you sign up and we begin the on-boarding process, not when we first post. We do not charge a setup fee for this very reason. This setup work and on-boarding fee is included in the monthly payment. If on-boarding goes beyond 7 business days, we will move your billing date to ensure you get a full month of service once you are on-boarded with at least one profile.

3.3 Initial charges for service will be paid in advance of service. Thereafter, the Agency will attempt to charge Client’s credit card on the monthly anniversary date of the client first ordering services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees.

3.4 Except in the case of a material breach of this agreement by the Agency, the Agency does not issue refunds of any fees for any reason. Fees due to the Agency are not contingent upon any form of marketing results. Client is paying for time and work performed.

3.5 Pursuant to this Agreement, any request for cancellation of services shall be made exclusively in writing. Such requests must be addressed to our esteemed billing department at [email protected] a minimum of 14 days prior to the client's forthcoming billing date. Subsequent to receipt of the written request, the cancellations shall undergo meticulous processing and formal confirmation by our esteemed billing department. Any endeavor to effect cancellations through communication with employees outside of the designated billing department or account manager is hereby recognized to be without guarantee of acknowledgement. It is expressly acknowledged that prorated refunds for cancellations received prior to the conclusion of a billing period shall not be forthcoming. Nevertheless, upon specific request, our services shall continue to be rendered until the culmination of the prevailing billing month(s). The stipulated 14-day cancellation period shall be computed commencing from the date of receipt of the written request in accordance with this provision.

3.5 Continuation of work on a client that is passed due who did not cancel will result in accrued back-payments due, but we do not charge interest. We promise to keep accurate records of all communication and work performed to justify the back-payment due.

4.0 PERFORMANCE

4.1 Due to the nature of working with third party platforms like Facebook, Instagram, Twitter, and LinkedIn, sometimes we have no control over issues that may occur such as disconnections or password changes. If you change your password, you are asked to report the change to the Agency immediately so as not to interrupt your service as this interferes with API tokens. It is good practice to check your accounts and our work at least once a week, also to provide us direction and feedback. In the case of a disconnect, or inability for us to access the account to post, the client agrees to not hold the Agency liable. As long as we have access to one platform and are posting according to schedule, we are fulfilling our service as described. If we lose temporary access to one or more platforms, we will make up any missed posts by posting two times a day until the accrued missed posts have been made up. Missed posts due to lock out by no fault of the Agency is not grounds for a refund.

4.2 Posting to Multiple Platforms and Missed Posts – Many of our packages include posting to multiple platforms through a third party platform technology. In social media marketing practices, it is not uncommon for accounts to get disconnected for multiple reasons out of our control. Our pricing model is based on posts going out on a minimum of one channel, whereas all additional platforms are considered free additions (For example, if a client wants Facebook alone, it does not reduce our package & pricing because the client is not utilizing Instagram or Twitter). We request our clients check their social media accounts once a week not just to review content and provide feedback, but to also alert us of any possible disconnects so we can promptly reconnect. Account managers will also be keeping a close eye on these issues and will reach out to client to resolve any matters which should arise. For this reason, if the Agency is posting to at least 1 social media channel we are fulfilling our contractual obligation as laid out in our terms and conditions. We realize this can be frustrating, so in the event of missed posts for any one of your profiles, we agree to give you full credit for this in the form of pushing back your billing date by a proportionate value of days respective of missed post volume (up to a maximum of two weeks). This ensures you get a full month of service in its entirety in this unfortunate event. There will be no refunds in the event of additional profiles receiving no posts for any period of time because of this agreed upon credit.

4.3 Quality of Posting – Social media is a very personalized service, what some clients like, others do not. If these items are very important to you, we recommend speaking with your account manager and editor on your assigned team to resolve any of these issues before content is posted out. We are willing to revise content until the client is satisfied within reason. If we find client is posting to their social accounts with completed content while content is under revisions, we will cease edits on content. If there are typo’s, or posts going out on the wrong day (i.e. a Christmas Day post going out on December 28th), this is typically caused by edits being made and changing the date queue in our publishing software through your revisions being made. In this event, you will need to coordinate with the account manager to find out what was missed during the editing process. We do not refund for typos or posts going out on a date it was meant for another. Even though we do follow a “No typo policy” and our social media managers are penalized, you agree to accept all incidents like the examples mentioned above.

5.0 CLIENT OBLIGATIONS

5.1 - Client can provide assets such as photos, example content, etc. to the Agency to use in the creation process or not at all. In order for the Agency to perform services, Client is required to complete content survey and complete on-boarding process. Client will be assigned to a dedicated account manager / team once on-boarding has been completed.

5.2 If Client is unresponsive, the Agency will complete content monthly and send completed order to client with last known phone number and email address on file. Services will be considered delivered to fullest extent possible and charges will continue to accrue until a cancellation request is received. An unresponsive client is not considered grounds for refunds.

5.3 You agree to review your social media accounts regularly. Please try to spend 5 minutes every week, but definitely at least twice a month to review all of your social media accounts to ensure our posts meet your satisfaction and no platforms are missing posts. The Agency is not responsible for posts missed on any platforms due to disconnects out of our control, changed passwords or security lock outs, or by the Client editing/removing content that has been posted by the Agency. We cannot and will not edit previous months posts after they have been approved / posted. Any edits, changes, updates will be applied to the next batch of content.

5.4 It is required for you to login to your social media accounts regularly (every two weeks is standard, but at least once a month) to ensure they stay active and don’t get flagged from sources posting to your accounts all the time (like us) without the account owner ever logging in. This is an important responsibility of yours as the client to avoid any issues with your account.

5.4 Less Tech-Savvy Clients – Some of our clients are just not experienced using computers, or various software, or even just social media in general. For this reason, we may need to spend an extensive amount of time working on getting your account on-boarded so we can provide the Service. If the Agency working with the Client are unable to accomplish the on-boarding tasks through no fault of the Agency, and the time spent is no longer than 30 minutes there will be no refund. You still of course have the option to continue and finish your month of service. But simply giving up because you’re frustrated does not erase the amount of work and time we have spent on your business.

6. WARRANTY DISCLAIMERS

THE AGENCY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNITY

7.1 Client will indemnify and hold harmless the Agency and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.

7.2 Social Media Account Suspensions, Loss of Access, or Deletion – Client will indemnify and hold harmless the Agency and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with social media account suspensions, accidental loss of access or deletion, or any other issues with regards to third-party platforms. Reasons you may experience a social media account suspension or disablement include, but are not limited to, the use of bots or plug-ins that don’t abide by the social platforms TOS, creating a personal account as a business account, not verifying your account (for example, not verifying your Twitter or Instagram account with an email, and often adding a phone number that can receive texts to verify the account), personal accounts should have the profile picture of a real person, not a logo, and be treated like a person, not a business. That’s what business pages are for. As mentioned above, it’s required for you to login to your social media accounts regularly (every two weeks is standard, but at least once a month) to ensure they stay active and don’t get flagged from sources posting to your accounts all the time without the account owner ever logging in. This is an important responsibility of yours as the client.

7.3 The Agency uses only content provided by the client, or one of several photography databases that offer royalty free images for marketing use. We pay for many of these services. Regardless, Client will indemnify and hold harmless the Agency and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with content posted to a client’s social media account that results in any claims of copyright infringement. Client agrees to assume full responsibility for the content posted to their accounts.

8.0 LIMITATION OF LIABILITY

THE AGENCY SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGENCY LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO THE AGENCY BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

9. MISCELLANEOUS

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time by the Agency at its sole discretion, and the most current agreement will always be published here. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without the prior written consent the Agency and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Alameda County, California and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

10. CONTACT US

In order to resolve a complaint regarding this Agreement or to receive further information, please contact us at:

[email protected] or bu using our contact form.