Updated: 04 July 2020
Imani Advantage General Terms of Service
This SERVICE AGREEMENT hereinafter referred to as the “Agreement”, is entered into this by and between:
Imani Advantage, a Kentucky Limited Liability Company, hereinafter referred to as “Contractor”; -and-
[Your Name], hereinafter referred to as the “Client.”
Collectively, the Contractor and the Client are referred to as “Parties.”
The Parties agree to the following recitals:
Whereas, the Contractor is in a full legal capacity as a company specializing in the field of Facebook advertising & funnel development;
Whereas, the Contractor affirms that it has the required experience and ability to provide the Client with the Services;
Whereas, the Contractor agrees to be so engaged and to provide the Client the Services, all subject to the terms and conditions contained herein;
WHEREAS, the parties desire to express in writing their mutual understanding and agreements with respect to this engagement; and,
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Work and Payment
The Client is hiring the Contractor to do the following: The Contractor will manage and optimize the Client’s Facebook Advertising Campaigns. The following is a preliminary scope of work-based and is subject to change once the Contractor establishes a full Client Scope Document. The Contractor is being recruited to assist in the following:
– Consult with Client and establish project timelines and expectations
– Develop, create, and manage funnel strategy and ad campaigns
– Test, optimize and report on campaign performance
The Contractor will begin work on [contract:creation:date] and the work is ongoing. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.
The Client will pay the Contractor a rate mutually agreed upon. Of this, the Client will pay the Contractor a minimum of 50% as a deposit for project commencement. The Client agrees to settle the Contractor’s professional fee in US Dollars either through the Contractor’s merchant account, Stripe, PayPal, or a Bank Transfer.
The Client will reimburse the Contractor’s work-related expenses. Expenses do not need to be pre-approved by the Client.
The Contractor will invoice the Client monthly or a one time service fee depending on the service that is purchased. The Client agrees to pay the amount owed within 7 days of receiving the invoice. All prices quoted are in USD. Late payments or failure of payments will result in immediate cessation of all work carried out by the Contractor. All work remains the sole right of the Contractor until payment is made.
The Contractor will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
1.7 REFUND/ CANCELLATION STIPULATION
For most services, we have a 30-day refund policy for our service fees. Any money paid to third parties (Facebook, Google, etc.), the Client would need to contact the third party.
1.8 NO GUARANTEES PROVIDED
The Client agrees that the Contractor shall not be held liable for results outside of its control – such as the quality of leads or sales made by the Client’s team.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product.
As part of this job, the Contractor is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Contractor’s Use Of Work Product.
Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives the Contractor permission to use the work product as part of the Contractor’s portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor’s work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Contractor’s Help Securing Ownership.
In the future, the Client may need the Contractor’s help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Contractor, the Contractor agrees that the Client can act on the Contractor’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Contractor’s IP That Is Not Work Product.
During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Contractor’s Right To Use Client IP.
The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor’s job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS.
The Contractor won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services within a 50-mile radius and/or on the Competitor List the Client submitted to the Contractor before work begins. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.
Until this Contract ends, the Contractor won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate. The Contractor promises that it won’t do anything in this paragraph on behalf of itself or a third party.
This section contains important promises between the parties.
5.2 Authority To Sign.
Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Contractor Has Right To Give Client Work Product.
The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor’s background IP and work product.
5.4 Contractor Will Comply With Laws.
The Contractor promises that the manner it does this job, its work product, and any background IP it uses to comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe.
The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
5.6 Client Will Review Work.
The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe.
If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERMS AND TERMINATION.
This Contract is ongoing, until ended by the Client or the Contractor. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR.
The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:
– The Contractor will use its own equipment, tools, and material to do the work.
– The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry out the work.
– The Client will not provide the Contractor with any training.
– The Client and the Contractor do not have a partnership or employer-employee relationship.
– The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
– The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
– The Contractor is responsible for its own taxes.
– The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor’s employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section. Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree not to disclose the following.
– Technical materials, models and relevant technical articles, technical reports owned by either party;
– Sales materials, including but not limited to all quality management methods, pricing methods, sales methods, and Clients’ materials;
– All the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and,
– Any other information that either party claims as confidential.
The Client agrees that the Contractor may, from time to time, share testimonials, and results achieved as a result of service provided for marketing purposes. The Client can request that personal and brand information be omitted from case studies and testimonials.
8.2 The Client’s Confidential Information.
While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor’s own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this Contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor’s responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information.
It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity.
In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
10.3 Contractor Indemnity.
In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Termination of Client Account by Facebook.
It is possible that Facebook may terminate Client’s advertising account due to noncompliance, whether due to a change in Facebook’s terms and conditions or due to the use of or activity associated with Client’s advertising account, by Client or at Client’s direction, that is non-compliant with Facebook’s terms and conditions. The Client understands that Facebook by its terms of service can arbitrarily terminate an ads account without giving a specific reason. The Client agrees to hold the Contractor harmless in the event of the Client’s ad account being terminated. In the event this happens, Client agrees to attempt to re-activate the account or to set up a new Facebook advertising account, to allow the Contractor to continue its work under this Agreement, and the Contractor agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, but the Contractor provides no guarantees that such efforts will be successful. If Client is not able to get its Facebook advertising account reactivated or a new account set up or chooses not to do so, the Client indemnifies the Contractor and holds the Contractor harmless for any losses Client may suffer as a result.
The Client also understands that the Contractor applies the most strict of interpretations regarding Facebook Advertising Policies.
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.4 Modification; Waiver.
To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if the notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
The Client and the Contractor must sign documents using an e-signing system. These electronic signatures count as originals for all purposes.
11.8 Governing Law.
The laws of the state of Kentucky (Jefferson County) govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conflict of law principles of that state.
11.9 Entire Contract.
This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.