Together Social - Terms and Conditions

Together Social, a Prospectary, LLC Brand - STANDARD TERMS AND CONDITIONS
(Updated January 15, 2023)

1. Introduction and Acceptance of the Terms   

1.1 This Agreement outlines the Terms of Service (ToS) between the parties involved, "You" (hereinafter referred to as "The Client") and Together Social, a Prospectary, LLC brand (hereinafter referred to as "The Agency"). 

1.2 This Agreement is a legally binding document and the use of the Agency's services implies an understanding and acceptance of these Terms. 

1.3 The Terms outlined in this Agreement apply to all services offered by the Agency, unless explicitly stated otherwise in writing. 

1.4 The Agency reserves the right to modify or update these Terms of Service at any time without prior notice. The continued use of the Agency's services after any changes constitutes the Client's agreement to the updated Terms. 

1.5 The Client is advised to review this Agreement periodically to stay informed about any changes. 

1.6 By accepting these Terms, the Client affirms they are legally able to enter into a contract and that they will comply with all the provisions outlined in this Agreement.

2. Services and Service Execution

2.1 The Agency agrees to provide social media management services to the Client, as specifically outlined in the individualized Service Agreement created for each Client.

2.2 The range of services provided by the Agency includes, but is not limited to, social media posting, profile management, audience engagement, content strategy creation, and growth and brand awareness strategies. The specific services provided to the Client will be detailed in the Client's individualized Service Agreement.

2.3 The Agency will exercise the highest degree of professional competence, skill, and care in the execution of its services, with the aim to grow the Client's social media presence and brand exposure, within the agreed-upon budget.

2.4 The Agency will adhere to any specific guidelines or preferences provided by the Client, as agreed upon in the Service Agreement. The Client agrees to provide the Agency with all necessary materials, information, and access permissions required for the successful execution of the agreed services.

2.5 The Client understands that the success of social media strategies can be influenced by multiple factors outside the Agency's control, such as market trends, platform algorithms, or audience behavior. As such, the Agency does not guarantee any specific results or performance metrics.

3. Payments, Refunds, and Cancellations

3.1 Fees for the Agency’s services will be established in the Service Agreement. The Client agrees to pay the Agency the fees specified in the Service Agreement, and any applicable taxes or service charges.

3.2 Unless otherwise stated in the Service Agreement, all fees are due upfront at the beginning of each billing cycle. Invoices will be issued, and the Client agrees to pay the invoice within the period stated on the invoice.

3.3 Payments are accepted via the methods stated in the Service Agreement. The Client agrees to make sure that all payment information is kept current.

3.4 In the event of late payment, the Agency reserves the right to stop work until the outstanding balance is paid. The Agency may also charge late fees or interest on the unpaid balance.

3.5 The Client has the right to terminate the contract with written notice. In case of termination, the Client will not be refunded for any services already provided or expenses already incurred by the Agency. Any outstanding payments for services rendered up to the point of termination will still be due.

3.6 The Agency has the right to terminate the contract at any time, for any reason with a 30 day written notice from the Client. 

3.7 No refunds will be provided for dissatisfaction with the Agency’s services. The Client and the Agency agree to work together to adjust strategies or services if the Client is not satisfied with the results.

4. Confidentiality, Privacy, and Data Protection

4.1 Both the Client and the Agency agree to keep all shared information confidential. Confidential information includes, but is not limited to, trade secrets, business plans, strategies, methods and/or practices, proposals, and other materials whether written, oral, or otherwise made known to either Party. Any information that is publicly available, already in the other's possession, or subsequently made available without breach of any agreement, or is independently developed by the other Party, will not be considered confidential information.

4.2 Both parties agree to only use the confidential information for the purposes of the Service Agreement and not to disclose such information to third parties without prior written consent, unless required by law.

4.3 The Agency acknowledges and agrees that all personal data handled will comply with the principles of the General Data Protection Regulation (GDPR), or other relevant data protection laws. The Agency will implement appropriate technical and organizational measures to ensure the security of the Client's data.

4.4 In the case of a data breach or suspected data breach, the Agency will promptly notify the Client, and both parties will cooperate in good faith to agree upon the appropriate response.

4.5 Upon termination of the Service Agreement, or upon the Client's request, the Agency agrees to return or destroy all confidential information and personal data belonging to the Client, unless required to retain it by law.

5. Intellectual Property Rights

5.1 As part of the services, the Agency may create content, designs, graphics, media, text, concepts, and other materials ("Creative Works"). The Agency acknowledges and agrees that, unless specifically agreed otherwise, all rights in the Creative Works shall be owned by the Client upon creation and payment.

5.2 The Agency grants the Client an exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly perform and display, and make derivative works from the Creative Works in connection with the Services, as well as in any media platforms, whether now known or later developed.

5.3 The Agency represents and warrants that it has all necessary permissions and rights to use any third-party materials included in the Creative Works and that such use will not infringe upon the rights of any third parties. If the Client provides materials for use in the Creative Works, the Client represents and warrants that it has all necessary permissions and rights to provide such materials for use and agrees to indemnify the Agency against any claims arising from the use of those materials.

5.4 The Client acknowledges and agrees not to use the Creative Works or any other intellectual property provided by the Agency in a manner that constitutes an infringement of the Agency's rights or in a manner that has not been authorized by the Agency.

6. Termination and Cancellation

6.1 Both parties reserve the right to terminate the agreement at any time, for any reason, with written notice of at least 30 days. Upon termination, all unpaid fees for work completed by the Agency up to the termination date will become immediately due and payable.

6.3 In the event of termination by the Agency due to a breach by the Client, all prepaid fees will be forfeited by the Client. Furthermore, the Agency has the right to pursue additional remedies under law.

6.4 Upon termination, all rights and obligations under these Terms will automatically revert to their status prior to this agreement, except for any rights or obligations that are meant to continue beyond the termination, as expressly stated in these Terms.

7. Confidentiality

7.1 Any information disclosed by one party to the other, either directly or indirectly, which could reasonably be considered confidential, such as business plans, customer lists, strategies, methods, financial information, projections, and other proprietary information, must remain confidential and used solely for the purpose of providing the Services under these Terms.

7.2 The obligation of confidentiality shall continue to be in effect even after the termination of these Terms, and shall only cease once the information enters the public domain, not due to the fault of the receiving party, or if it is released from this obligation in writing by the disclosing party.

7.3 Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality.

7.4 Notwithstanding the above, either party may disclose Confidential Information to the extent required by a court of competent jurisdiction or other statutory or regulatory authority.

8. Intellectual Property Rights

8.1 All services and deliverables provided by Together Social, a Prospectary, LLC brand, to the Client under this agreement will remain the exclusive property of Together Social until payment is made in full. 

8.2 Upon receipt of full payment, Together Social transfers to the Client, without reservation, all rights, title, and interest, including copyrights and other intellectual property rights, in the work performed. 

8.3 All pre-existing proprietary rights of each party, including but not limited to trade secrets, trademarks, patents, copyrights, remain the sole property of the respective party. 

8.4 The Client represents and warrants that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Together Social for inclusion in the social media or other platforms are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect and defend Together Social from any liability or suit arising from the use of such elements.

8.5 Together Social is granted the right to use and display the Client’s company name, logo, and service deliverables in its portfolio and on its website for promotional activities, case studies, and other marketing purposes unless otherwise agreed in writing.

9. Limitation of Liability

9.1 Under no circumstances, including, but not limited to, negligence, shall Together Social be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, Together Social's services.

9.2 The Client agrees to indemnify, defend, and hold harmless Together Social and its affiliates, officers, employees, agents, partners, suppliers, and licensors from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the services, any violation by the Client of these Terms, or any breach of the representations, warranties, and covenants made by the Client herein.

9.3 Together Social reserves the right, at the Client’s expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify Together Social, and the Client agrees to cooperate with Together Social’s defense of these claims.

9.4 In no event shall Together Social's total liability to the Client for all damages, losses, and causes of action exceed the amount paid by the Client to Together Social for services during the last 12 months prior to the claimed incident.

9.5 Neither Together Social nor any of its agents, affiliates, licensors or suppliers warrant or make any representations regarding the use or the results of the use of the services in terms of their correctness, accuracy, reliability, or otherwise.

10. Termination of Services

10.1 The Client may terminate these Terms of Service at any time by notifying Together Social in writing. Termination will be effective upon Together Social's receipt of the notice. Any prepaid but unused services shall not be refundable.

10.2 Together Social reserves the right, in its sole discretion, to restrict, suspend, or terminate the Agreement and access to all or any part of the Service, at any time and for any reason without prior notice or liability. Together Social may change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

10.3 On termination of the Agreement for any reason: (a) all rights granted to the Client under this Agreement shall cease; (b) the Client must cease all activities authorized by this Agreement, including but not limited to the use of any intellectual property owned by Together Social; (c) the Client must immediately pay to Together Social any sums due to Together Social under this Agreement; and (d) the Client must immediately delete or remove from all computer equipment in its possession or control, destroy or return to Together Social (at Together Social's option) all copies of any materials provided by Together Social for the purpose of the Services.

10.4 The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination. Such provisions include, but are not limited to, intellectual property rights and obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

10.5 Neither Together Social nor the Client shall be liable to the other for any damages resulting solely from termination of this Agreement as permitted under this Agreement.

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