Terms of Service Brayson Management
Table of Contents
6.0 Third Party Billing and Rates
7.1 Client Submitted Materials
1.0 Summary
Brayson Management (Agency) is a company that provides internet presence management, offering a variety of services to market businesses online and to improve internet presence. These services include, but are not limited too.
- Advertising
- Social Media
- Search Engine Optimization (SEO)
- Domain Naming Service (DNS)
(Client)________________________ Date_____agrees to the terms of service listed below.
2.0 Advertising Channels
The agency uses third party vendors to create its marketing campaigns. These vendors include but are not limited too.
- Youtube
- Yelp
The agency will submit information on behalf of the client. The client agrees to all terms and conditions of these vendors.
The client agrees that the agency may use information pertaining to their business such as logos, trade names, and graphics with vendors in order to create ads, websites, and social media accounts.
The client agrees to provide the agency with information needed and that this information is accurate, not misleading, and the client has the authority to provide the product or service being represented.
The client agrees that the agency has no control over policies, errors, or downtime of the third party vendors it uses. The client agrees that they will not hold the agency responsible for the actions of these vendors. The client agrees to all content limitations of these vendors and understands that these vendors may change their content policies at any time without notice.
The Agency will to the best of its ability, perform actions to increase the client’s internet presence. Due to the competitive nature of the auction system used by many of these vendors, the client understands that the agency cannot guarantee the first ranking or consistent top positions in search engines.
The client agrees that the agency is not responsible for any content knowingly or unknowingly destroyed by the client or by third parties. The agency may fix these issues at the hourly rate of $____/hour.
The client agrees that the Agency gives no guarantee of sales, calls, impressions, event registrations, web traffic, and/or engagements.
The Agency has a lengthy review process,which includes a review by the client; but the Agency cannot guarantee that data is error free at time of submission. The client shall notify the Agency of any errors or omissions it finds. The Agency will correct any errors/omissions that were the result of its own actions free of charge. The Client agrees that it will only hold the Agency responsible for these errors or omissions in regards to correcting them and will not seek refunds or damages.
The client understands that the Agency cannot guarantee advertising frequency and placement.
All advertising artwork copy, which represents the creative effort of the agency and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Agency or the relevant third party from whom the Agency has acquired a right of use, including all rights of copyright therein. Client understands and agrees that it cannot authorize photographic or reproductions in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to the Agency. All logos, website, and social media content is considered owned by the client, once it has received final approval to go live and payment in full has been received and may be reused shared and reproduced by the client.
The Agency may in its sole discretion edit, alter, omit reject or cancel at any time any of clients digital advertising products or services to meet either industry standards or the clients budget.
2.1 Facebook
To provide service, the Agency must take ownership of the Agent’s Facebook page through Facebook Business Manager. The Client must add the Agency as an Admin on the Facebook page. Advertising expenses may either be paid in advance or the client may provide payment information that will be used for third party billing. Ads are charged at a cost per click bases up to an amount to be determined by the customer. The customer is responsible for all third party costs as well as the monthly management fee charged by the Agency.
2.2 Instagram
Instagram carries the same rules and procedures as Facebook.
2.2 Google
The client agrees to provide advanced payment information for all advertising. The client understands that ads are done on a cost per click auction basis.
2.3 Web
The Agency uses its own templates, plugins, and vendor accounts to create marketing assets, backup solutions, and contact forms. The client understands that this is done to keep down costs. Web solutions requiring tasks outside of this will be invoiced at an agreed upon rate.
3.0 DNS
The client agrees to perform all necessary tasks to allow the Agency to manage DNS. The client agrees that it will not hold the Agency responsible for all third party hosting issues, such as latency and downtime. The Client agrees to transfer domain and registrar to the Agency’s vendor upon request to manage it.
4.0 Email
The Agency is not responsible for loss associated with email and makes no guarantee against data loss, spam, and viruses. The Client is responsible for setting up the MX record correctly, or the Agency may do it at the agreed upon rate of_____.
5.0 Client Obligations
The client agrees to provide assistance, technical information and decisions in a timely manner. The client agrees to work closely with the agency to provide content and feedback so that marketing efforts may be adjusted for effectiveness.
6.0 Third Party Billing and Rates
The Agency passes certain costs directly to the customer. These costs can include but are not limited too
- Web hosting fees
- Graphics Designers
- Stock Photos
- Plugins
- Advertising Campaigns
In cases where the customer pays in advance, the Agency will allow campaigns to run on a rolling basis to the amount of the prepayment.
If the client provides a payment information, third party expenses will be withdrawn from the account by the third party vendor.
All costs are listed by service on the customer estimate.
7.0 Revisions
7.1 Client Submitted Materials
Client provided data such as text documents, web data, and pictures are assumed to be correct, unless the Agency and client agree to proof reading at an hourly rate of ___.
7.2 Revision Process
Using client data, the Agency will create a variety of marketing assets. Before publication the Client and Agency will review. The Client will submit any changes and will notify the agency of any errors, omissions, or minor changes needed. Subsequent changes will be made at an hourly rate of____.
8.0 Billing
Clients are billed on a monthly basis. Advertising costs are either paid in advance or billed directly to a company provided credit/debit card. Monthly costs are due at the first of the month with a seven day grace period. After the grace period, a fifty dollar weekly late fee will be added to the account until the balance is paid.
9.0 Hold Harmless Agreement
The Customer:_________ releases Brayson Management from loss and downtime from any actions by third parties used to support the customer’s internet presence. This includes but is not limited too,
- Dreamhost
- WordPress
The Client releases the Agency from losses associated with malicious code, exploits, DNS issues, and unauthorized access.
The Client releases the Agency from loss associated with email due to malicious code, Spam, DNS issues, and e-mail hosting.
To the Maximum extent permitted by applicable law, The Agency disclaims all warranties not expressly set forth in this document, whether expressed or implied.
The Client agrees to indemnify and hold harmless the Agency, its owners, and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including but without limitation too attorney fees and costs) which arise out of relate to agency’s use of materials furnished by the Client (including but not limited too, logos, slogans, trademarks, written content, photographs, videos, music and fonts). Information or data obtained by the agency from the client to substantiate claims made in marketing deliverable shall also be deemed to be materials furnished by the client. Such claims may include claims for invasion of privacy defamation, patent, trademark, copyright or other intellectual property claims. The client agrees to indemnify and hold harmless the Agency, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations. Losses. Settlements, judgments, costs, and expenses (including without limitation attorney fees and costs, which arise out of relate to business ideas , innovations, concepts, websites, web-based applications the Client has asked the Agency to develop.
In no event shall the Agency be liable to the client for any direct, special, indirect, or consequential damages including but not limited to loss of use, loss of profits, loss of data, or losses as a result of disclosure of user content or other data whether in an action in contract, tort (including but not limited to negligence) or otherwise arising out of or in anyway connected with the Agency’s products or services. In no event shall the aggregate liability of the agency exceed any compensation paid by the client to the Agency for its products and services.
The Agency may assign, delegate, or subcontract any rights or obligations under this contract.
Severability: If any provision of this agreement is found to be invalid or unenforceable in any jurisdiction, the other provisions herin will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this agreement and the invalidity or unenforceability of any provision of this agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
10.0 Execution and Terms
Terms and Conditions of this agreement are binding on both parties. This contract remains fully valid until either the Agency or the Client submits a written cancellation request. After a cancellation request received, the Client will pay all final invoices and expenses within thirty days. The Agency, upon receiving final remuneration, will provide passwords and other necessary information to transition the client. The client agrees to perform all actions necessary to move their domain, e-mail, and other assets to another Agency or hosting provider.
The Person signing this Agreement certifies that she is lawfully authorized to purchase services on behalf of their respective company.
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Name Date
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