By and between MessageKey LLC (“We, Us, or Our”), and Your company (“You or Your”)
You, located at Your official business address, are hiring Us located at (4400 N Scottsdale Rd. Suite 9850, Scottsdale AZ. 85251) to provide Facebook advertising management services.
1) We agree to create and manage a Facebook ad campaign (“ad campaign”) on Your behalf 2) conduct competitive market research to create advertising strategies and develop the creative for the ad campaign 3) create the ad copy and imagery or videos; 4) setup the initial campaign for testing on Facebook; 5) install a Facebook Pixel on Your website or landing page if possible; 6) provide monthly updates by phone conference, text messages, or emails to You and other person(s) You designate regarding ad performance for a maximum of 2 hours per month, unless, You decide to spend more hours together at Our hourly rate of $200; however, We may at Our sole discretion provide more frequent updates as We deem necessary based on ad campaign performance or problems we discover in Your sales/closing process.
1) You agree to provide to Us any materials or administrative access we request within 3 business days of that request for timely campaign creation 2) respond to all leads generated from the ad campaign in a timely manner 3) review and provide written feedback on all delivered work and/or ad creative within 7 business days; 4) no reply from You after 7 business days implies Your approval 5) after 30 days of no contact from You We will assume You no longer need of Our services, and We may terminate this Agreement and all unpaid fees will be due and collectable at the time of termination and will be automatically charged to Your payment method on file.
You agree to pay Us a $1,499 per month (or $2,599 per month if You signed up for Our “Pro” Service) campaign management fee in advance for each months service, and You authorize Us to charge Your payment method on file automatically. In the event Your payment method becomes expired or otherwise invalid, You agree to provide Us with a new payment method at least 15 days prior to the next billing date. You agree to maintain appropriate credit limits to cover the payment schedule. You acknowledge that if Your payment fails for any reason, work on Your ad campaign will cease immediately and we will pause your ad campaign until all failed payments are received by Us successfully.
This term of this Agreement will commence on the date You electronically signed this Agreement and will continue for a minimum period of (6) months, and then will continue on a month to month basis unless otherwise terminated in writing by either party with at least (30) days prior notice.
Any specific monthly Ad Spend budget will be discussed and must be confirmed by Us prior to starting this Agreement. You agree to give Us the complete right to create, adjust, increase, or decrease the Ad spend for Your Facebook ads campaign. You acknowledge Facebook will charge You directly for the Ad spend and the Ad Spend is not included in our monthly campaign management fee.
Pausing ad campaigns
We understand the occasional need to pause ads while We or You make changes to your sales process or ad creative, however, under no circumstances will We pause the monthly campaign management fee. This campaign management fee holds Your place in our ad management processes and covers any software tools, employees or contractors we engage in connection with the Services under this agreement.
This agreement may not be terminated prior to (6) months after Your sign up date. In the event that You wish to terminate the Services hereunder, You must submit a written request to Us at least thirty (30) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If You choose to terminate this agreement in writing, all monies owed to Us will be due immediately and will be automatically charged to Your payment method on file.
Under no circumstances will We give any refunds of the amounts paid for the Services hereunder.
Ownership of materials
You own the intellectual property rights and all good will associated with Your trademarks and all copyrighted works and confidential information that You deliver to Us. Depending upon the Service We provide to You, We may ask that You provide to Us images, videos, written, visual and auditory content, materials, and the like, and when You do provide content to Us, You certify that You own or have the legal right to Use the provided content.
We own the intellectual property rights and good will associated with Our trademarks and all copyrighted works and confidential information and other intellectual property, data, ads, funnels, strategies, ideas, requests, feedback, recommendations, enhancements, comments, and other information that We or You or Your agents provide to Us hereunder in connection with the Services under this agreement and You hereby assign all right, title, and interest in and to that information to Us.
You agree that We have the right to use materials created pursuant to this Agreement for Our client portfolio, samples, testimonials, and self-promotion including advertising for Our business including without limitation on Facebook or Instagram, or any other social media platform that we may use.
We will use best practices at all times and will at all times act in Your best interests when managing the ad campaign, but Social Media is unpredictable and We cannot guarantee or promise any specific or desired results. Nothing in this Agreement and nothing in what we say or do can be construed as a guarantee about the outcome of the ad campaign. Our past or future comments about the outcome of your ad campaign are opinions and not guarantees. The software/services provided to You under this Agreement are strictly on an “as is” basis.
Handling of Disputes
If You cancel credit card payments (or file a chargeback with our credit card processor) this Agreement is immediately terminated, and We reserve the right to dispute such cancelation and pursue You for monies owed to Us for services already performed but unpaid by You due to such credit card cancelation. You agree that, regardless of whether You are ultimately successful in any credit card cancelation dispute, are liable to pay Us for the work already performed as of the time of the cancelation request, at an hourly rate of $200 per hour for all hours spent on Your project. We will provide You with an itemization of hours spent on Your project and payment in full will be expected within 30 days from the date such itemization is provided. If You do not pay for such hourly work upon Our demand and within 30 days, We reserve the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute. Additionally, if You are successful in any credit card cancelation dispute, We reserve the right to pursue You for the costs We had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time We and Our representatives spent handling such dispute at Our hourly rate of $200.
We will have all ad creative approved by You prior to publishing ads. You realize that We will make every effort to comply with Facebook's terms of service in creating ads, however these terms change frequently and Facebook must approve the ad creative as Well. You shall indemnify and hold Us harmless from any and all liability resulting from Use of the work produced by Us under this Agreement.
Termination of Your account by Facebook
It is possible that Facebook may terminate Your advertising account due to noncompliance, whether due to a change in Facebook's terms and conditions or due to Use of or activity associated with Your advertising account, by Your or at Your direction, that is noncompliant with Facebook's terms and conditions. You understand that Facebook by their terms of service can arbitrarily terminate an ads account without giving a specific reason. You agree to hold Us harmless in the event of Your ad account is terminated.
In the event Your Facebook account is terminated, You agree to attempt to re-activate the account or to set up a new Facebook advertising account, to allow Us to continue its work under this Agreement, and You agree to cooperate and assist to the best of Your ability in getting such account reactivated or a new account set up, but We provide no guarantees that such efforts will be successful since it's ultimately up to Facebook. If You are not able to get Your Facebook advertising account reactivated or a new account set up, or You chooses not to do so, You indemnify Us and hold Us harmless for any losses You may suffer as a result.
We will create and manage all Facebook ads from our Facebook Business Manager account. Facebook may require that You authorize and provide to Us (and our employees and contractors) administrative access to Your Facebook business page to accomplish the fulfillment and functionality of the Services You signed up for. You authorize Us to Use information gathered from You and Your Facebook business page to formulate and implement Your brand message. You will not under any circumstances have access to Our Facebook Business Manager or Ad accounts.
All services outside the scope of this Agreement that are requested by You and which We agree to perform will be billed at a rate of $200 per hour.
Limitation of liability
We shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. You agree that, in the event We are determined to be liable for any such loss Your sole remedy against Us is limited to a refund of payments made by You for said Services, less expenses paid to subcontractors or to third parties. We are not responsible for errors which result from faulty or incomplete information supplied to Us by You. You also agree to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. We shall not be liable to You for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation Facebook.
This Agreement is the final, complete and exclusive Agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement
Interpretation and Enforcement
The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of Arizona. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Arizona.
Your representations, warranties, and promises
You agree You have the authority to enter into this Agreement on behalf of Yourself, Your company or Your organization. You represent, warrant and agree that: (a) You have the power and authority to enter into and perform Your obligations under the Agreement, (b) You are of legal age to enter into the Agreement; (c) Your use the Services will not directly or indirectly (i) infringe or misappropriate the intellectual property, publicity or legal rights of any other person; or (ii) violate any court order, contract or other obligation by which You are bound; (d) You will comply with the Policies and the other provisions of the Agreement; and (e) You will comply with applicable laws.
Electronic Signature Agreement
By selecting I Accept checkbox You are signing this Agreement electronically. You agree Your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting “I Accept” you consent to be legally bound by this Agreement's terms and conditions. You further agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting Agreement between You and Us.