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It is agreed by and between ____________ (hereafter referred to as “Client”) and Digital Marketing SLR Group. (hereafter referred to as “Group”) as follows:

1) GROUP is APPOINTED BY CLIENT
1.1
Group offers social media packages through Facebook, Twitter, LinkedIn, Pinterest, Viadeo, Blogger and/or YouTube and other services such as Photoshop & InDesign, Directories, Google Analytics, and others as may be incorporated from time to time.

1.2
Client appoints Group to manage all Client social media work for the items specified in the package(s) Client has purchased.

2) GROUP SERVICES PROVIDED
Group provides services to Client depending on the choice of the package that include one or more items listed below:
Optimize profile and social media accounts;
Collect information and data related to the industry;
Create calendar for activities and/or schedule for time for postings;
Choose topics according to the calendar of activities in the industry;
Write headlines and texts (“Content”);
Blogs: Provide samples of possible text and buy the rights for texts;
Research and select pictures or video for each message;
Graphic designs, build templates, fonts, colors, according to Client Guidelines;
Conduct keyword searches, select keywords, and add call-to-action;
Write content for posts/messages and create design for template;
Add pictures or video to each message / platform, title tag, hashtags, headline, and meta tags;
Add URL of Client website, logo and contact information (phone number, email address) to posts;
Edit copy for spelling and grammar;
Receive Client approval before publishing;
Resize templates according to the size of the social media platform;
Enter data for the calendar (date) and schedule (time) on social media platforms;
Target audience when possible with platforms;
Publish each message, video or blog on social media platforms;
Can repost, retweet, reshare or subscribe for Client;
Track progress, follower’s growth / audience growth;
Monitor comments, questions and answers on social media accounts;
Prepare monthly analytics report with demographics, new/returning visitors, etc.;
Create landing pages, prepare A/B test page and email marketing (mass emails);
Other tasks related to social media according to the package descriptions or custom-made package.

3) GROUP POLICIES
3.1
Group does not charge a fee to install social media accounts when Client purchases a
package that includes the management of its social media accounts. If Client does not
select a package with social media management but wants Group to install social media accounts for Client, Group charges a fee of $250 per social media account installed.

3.2
Group performs the tasks described in each package and is limited to the work of each item described in the selected package.

3.3
Client cannot exchange any item in a package for another item. If Client does not need an item in a package, Group agrees to remove the item from the package. There is no refund, raincheck or substitution for items that are not used in a package. The same applies for the bonus messages included in some packages. When Client receives its bonus messages, the content (text or picture) cannot be modified or edited unless there is a spelling or grammar mistake. If Client does not want the bonus messages in a package, Group agrees to remove all bonus messages from the package. There is no refund, raincheck or substitution for bonus messages that are not used in a package.

3.4
Group writes posts/messages for holidays, recognition or special days for Client if included in the package description. The content can take different forms such as New Year's Day, Martin Luther King’s Birthday, Groundhog's Day, Super Bowl, Chinese New Year’s Day, Valentine’s Day, President's Day, Mardi Gras, International Women's Day, St. Patrick's Day, Earth Day, April Fool's Day, Patriot's Day, Easter, Administrative Professionals Day, Cinco de Mayo, Memorial Day, Flag Day, Father's Day, Mother’s Day, Independence Day, Labor Day, 911 Remembrance, Constitution Day, Columbus Day, Boss's Day, Make a Difference Day, Halloween, Daylight Savings Time, Veteran's Day, Universal Children's Day, Thanksgiving Day, Black Friday, Poinsettia Day, Winter Solstice Day, Christmas, and even weird holidays like National Spaghetti Day (for Restaurants), National Love your Pet Day (for Veterinarians and Groomers) and, National Running Day (for Fitness Centers & Gyms). Other holidays or events are offered if applicable in the industry |of Client. If a post is not used in a package for a month, there is no raincheck, it cannot be added to another month or exchanged. There is no refund or substitution for posts/messages that are not used in a package.

3.5
Group publishes posts, messages, landing pages and blogs. The content published online can take different forms such as advice, benefits, best practices, checklists, contests, did you know, expert opinion, how to, interesting facts, motivation, questions, quotes, statistics, step-by-step, tips and tricks, top lists, guess the word, and trends. A post is not an advertisement. These services are valid only in some packages.

3.6
Group posts can include title, short description, content (text), company logo, picture or video depending on the network requirements. These services are valid only in some packages.

3.7
Group adjusts all the material in proportion to the size (in pixel) written in the package description. These services are valid only in some packages.

3.8
Group chooses style of fonts, size of characters, color schemes and backgrounds for the layout. These services are valid only in some packages.

3.9
Group adds hashtags, location (geo targeting), languages, keywords and address of Client website or a web-page according to the package description. These services are valid only in some packages.

3.10
Group offers to Client documents in WORD, EXCEL, .PDF, and .JPEG formats, and has other programs and formats available to tailor services to Client needs.

3.11
Group reviews online Client’s setting and activation structure like the meta description, URL, tags and others to optimize each section of Client’ accounts and define the parameters in each social media account configuration to best promote Client as decided by Group. These services are valid only in some packages.

3.12
The schedule for social management is a document that contains information about scheduling, posts, and reposts. For each social media account, Client will know at which day and time its messages are published online. Strategically there are hours better than others to post, tweet, blog or send a message, and Group adapts the schedule to maximize each social media. These services are valid only in some packages.

3.13
Group offers a calendar for Client’s activities for each social media account. Each package comprises four (4), five (5) or ten (10) brand new messages per month to the audience of Client. The calendar informs Client which message is online throughout each social media account. These services are valid only in some packages.

3.14
The strategic planning process or roadmap document describes the Group’s methodology of work. It explains each strategic step that Group takes to manage Client’s social media accounts. Group guides Client through each step of process on the roadmap that manages Client’s social accounts during a month. Client receives one (1) roadmap per year. These services are valid only in some packages.

3.15
Pictures with credits that are purchased by Group can be purchased by other people around the world. Because the same pictures are sold and available to everyone, it is possible that the same picture can reappear somewhere on the web. The same applies to the content (for example, there are famous quotes that can be repeated across the web). Group is not liable for any similar material (pictures, content, text, etc.) appearing on social media.

3.16
For the Blogger package, Group will send to Client five (5) summaries of blog text related to its industry. Client selects two (2) or three (3) summaries according to content size of their package. Group contacts the professional writers of the summaries Client selected |and buys the rights to release the texts. Once Group has obtained the rights release, Group builds the layout for the position of the content and the picture in the template. Group selects fonts, colors, inserts the logo of Client and creates links and waits for the approval before publishing. Once Client has chosen their selection of summarized texts, Client cannot exchange their selection for another one. Group cannot refund blog payment to Client when author has been paid. Group must pay the text author to release the text and once it has been paid, the author does not refund it. Payment for any rights purchase (text or images) must be made in advance to Group.

3.17
Group will not publish any material, text, picture, or video which promotes or features pornography, violence, racism, threats, harassment, bullying, intentionally misleading information about a product, a service, a company or an individual, or any content not permitted by social media website or channel rules. Group is not liable for any |content of any type and Client indemnifies and defends Group against any claims related to |content. Client owns the social media posting when approved, released, and published, and |is responsible for any related liabilities attached to Client's posts.

3.18
Group accepts limited light revisions requested for content (image and text) when it is listed in the package description, and Yelp, Directories and other services before publishing Client’s post/message online. The Ready to Go Package is sold as is and the Blogger is sold as is. There is no modification. Client can add its logo and website URL. The Business and Social Media Packages offer a plan with changes and modifications for posts/messages.

3.19
Group has a schedule to meet for each message to be delivered online. If Client is not timely in approving all posts within 48 hours of submission on a work day, the post is deemed accepted by the client. If a submission is made to Client on a holiday or weekend the 48 hour period begins at 7 AM CST on the first following work day. Group is not responsible for the delay or loss of posting opportunity caused by Client.

3.20
All messages and material must be approved by Client or a person assigned and authorized by Client with 48 hours after post submission by Group before anything is published. If Client does not respond with 48 hours of a post submission by Group, the post is deemed accepted by Client

3.21
The first post to Client will be ready for review after Group receives confirmation of Client payment. While waiting for payment confirmation, Group requires Client to answer a Questionnaire about Client business and send by email all other material (pictures, video, logo, etc.) to Group so Group can begin laying the background work for Client posts. The required payment by Client to Group must always be confirmed each month before Client receives posts for approval. Prompt payment keeps postings on schedule.

3.22
A post/template/message rejected by Client is the property of Group and cannot be used under any circumstances by Client. Group owns all rights to a rejected post and can dispose of or recycle the post/template/message for other client accounts.

3.23
Group does not give any refund or raincheck for a post Client does not accept within the 24 hour approval period. If Client wants to make changes in the post once it has been published, Group can remove the first message from all Client social media accounts and replace it with what will count as a second monthly message of Client. Given the nature of the internet it is possible traces of a post can be left somewhere on the web even after it is removed and Group is not responsible for any such remaining posts.

3.24
Some packages include one (1) or two (2) contest(s) per year. For each such contest, Client must provide one prize per social media account. Client must buy identical gift certificates with the same prize description and of the same dollar value for each social media account. Group will send to Client each winner name and address, and Client must send directly to each winner their prize. Group is not responsible for providing the prize or the values referenced in these contests. Client indemnifies and defends Group against any claims of any kind arising from such contests. Rules of the contest will be written directly on each post including the date to declare the winner of the prize for each social media account. Group is not responsible for the contest information published or for prizes being sent to winners. If Client does not want the contest included in its package, Group will replace the contest by a post with a question. There is no refund, raincheck, or substitution for items that are not used in a package.

For each contest, Client must purchase all gift certificates needed for each social media account at least 45 days before the contest and send a copy of each gift certificate by email to Group. If Client does not send a copy of the gift certificates within this time to validate its engagement in the contest, Group will replace the contest by a post with a question.

Client is required within ten (10) days of purchase any package or service from Group to provide, by returning a fully completed Questionnaire, information about their company, market, set goals, provide its social media accounts information and passwords (if the accounts are existing). This information is supplied in a one-time form (the “Questionnaire”) that must be completed and returned by Client. Once Group receives the completed document and the payment, Group can begin to manage the social media account(s) of Client.

3.25
Group tracks the progress after messages are posted and makes adjustment if needed depending on the response of the audience. These services are valid only for some packages.

Group monitors comments and reviews in some packages but does not answer them. Group contacts Client when Client has bad comments and reviews about their products or services. Group does not give advice on how to handle bad comments or reviews. Group can post Client approved answers for Client in the response section if so authorized. Group is not responsible or liable for the answers of Client and Client agrees to indemnify and defend Group in any action regarding such answers.

3.26
Group accepts video only already edited and ready to go online and only when video rights are owned by Client. One video per post is accepted. Maximum of 4 video per month. Group has no liability for any video and Client indemnifies and defends Group against any claims related to videos. These services are valid only for some packages.

3.27
Group is not responsible before, during, or after the time it manages Client’s social media account(s) if an account is denied access, is given restrictions, or is blocked by any social media platform. The same applies if Client decides to block an account for any reason or if a member of the audience decides to flag Client account to the social media platform to block it or if someone decides to block the account on their personal dashboard to stop receiving messages. Group can attempt to remedy such a problem for Client with Client approval, if Client is not the source of the problem. Group cannot guaranty the conclusion or the outcome. If the social media account cannot be fixed, Group is not responsible for delays on the calendar and schedule and Client indemnifies and defends Group against any claims arising from such a situation. Group cannot provide services or manage a defective account. Client will have to fix the social media account itself. If the account cannot be fixed and is closed, Client can choose another social media to replace the account that is closed. Group can provide Client a list of the social media available as a replacement for an account that is closed. If Client wants to terminate the agreement for all of its packages because of one (1) defective account, and does not want to take any other social media offered by Group as a replacement, Client must follow the cancellation policy outlined in the “Right to Cancel” section of this document. Failure to follow cancellation policy will result in continued billing. There is no refund, raincheck, or reduction in price.

3.28
If a social media network ceases its operations, Group will replace it with another social media of Client choice. Group offers a variety of networks to choose from such as Facebook, Twitter, LinkedIn, Pinterest, Tumblr or Viadeo. For Blogger and YouTube. Some additional charges may apply.

4) CLIENT RESPONSIBILITIES
4.1
The Client will provide Company Logo(s), pictures or video, fill out the form called “Learning about your company” (referenced herein as “Questionnaire”) and other marketing material when requested.

Client must provide each item required and necessary information to Group to complete the work in the package and adhere to the scope specified in the package purchased by Client.

4.2
Timely communication and responses are required from Client when working with Group and Client must timely approve or disapprove materials and matters submitted by Group to Client for Client approval

Client is required to be timely and proactive in any and all of the actionable strategies or tactics needed to be implemented.

4.3
Client agrees to provide only material (pictures or content), for use by Group, to which it owns the copyright. It is prohibited to provide material to Group when the source of the material is unknown, uncertain, or the rights are not owned by Client. Client is fully liable for any material provided to Group to which Client does not own the copyrights. Group is not responsible or liable for any such material nor for verifying any rights holders. Client indemnifies and defends Group against any claims arising from Client provided material of any kind and against any claims arising from material Client may place on its own website.

5) CONFIDENTIALITY
5.1
Group shall maintain confidentiality with respect to any information received from Client which is identified by Client as confidential. Group shall not disclose any such information other than in compliance with statutory requirements or in connection with a valid subpoena without obtaining Client's specific prior consent.

5.2
Group and Client will each maintain mutual confidentiality and will not disclose to third parties the specific terms of this Agreement and information that is proprietary or confidential to Group or to Client without the other's prior written consent. The confidentiality provisions of this Agreement will not apply to and will exclude information generally available to the public and social media platforms. Information confidential to Group includes, but is not limited to, all correspondence with Client and proprietary Group tools furnished to Client used to identify client needs, and all Group materials related to planning Client campaigns, and other activities.

6) GROUP – RENUMERATION TERMS
6.1
Group offers social media management in packages with a one-year commitment including automatic monthly payment in section A below.
Group also offers some items valid only for a certain period as indicated in the “A La Carte”section B (below) services description requiring a one-time payment, or may be retained by Client for special service as indicated in the Additional Assignment section C (below).

A) Client with Social Media Package
The period of the agreement is for 12 months from the first monthly payment made by Client. Client agrees that the subscription for services in its package(s) is a monthly recurring charge billed during the term of the agreement.

B) Client with “À La Carte” Services
The period of the agreement is according to the terms included in Client service choice (Custom Package, Ready to Go Packages, etc.) from the first payment made by Client. Client agrees that such payment is a one-time billing for the term of the specific agreement.

C) Additional Assignment
All expenses incurred in an additional assignment are to be paid by Client. Such expenses will be incurred after specific assignment approval from the Client. A cash advance will be provided by the Client via PayPal. Documentation will support actual expenses and any excess payment will be credited to the Client.

6.2
Charges for any other services including application development, purchase of licensed images and content, etc., if applicable, are additional charges paid in advance by Client through PayPal.

7) DURATION AND PAYMENT
7.1
The starting date of the agreement is the date that the payment has been confirmed and approved by Group. Client will receive an email from Group to confirm the starting date of the agreement. The agreement may be renewed thereafter as may be mutually agreed by both parties.

7.2
Group accepts only payment made by credit cards through PayPal. Group accepts Master Card, Visa, Discover, and American Express.

8) TAXES
Group is legally domiciled in the state of Texas, USA. Texas does not require online businesses to collect sales tax on the sale of digital goods or services. However, Texas businesses must collect sales tax on pre-written computer software that is sold online. Applicable Texas taxes will be added in such a purchase. Texas has a 6.25% state sales tax. Local sales and use taxes levied by cities, counties, transit and special purpose districts can add up to 2% to the sales tax, making the combined total on purchases as high as 8.25%.

9) TERMINATION
9.1
If after 60 days (2 months) from the starting date of the Agreement, Client is not satisfied with the services provided by Group for any reason, it may terminate this Agreement by giving a 45 days advance notice to Group in writing via email (digitalmarketingslrgroup@outlook.com). The obligations of the Parties shall continue during the 45-day notice period. Failure to follow the cancellation procedure cited in this Clause will result in continued billing.

9.2
Group may immediately terminate this agreement at any time for cause by giving written notice to Client, including but not limited to failure to pay billings. All funding paid to Group in such event remains its property.

9.3
Group has the right to modify any terms by giving 45 days notice to Client before new terms commence.

10) TERMS of AGREEMENT
10.1
This agreement does not constitute any partnership, association, merger or joint-venture between the Parties hereto and is an agreement principal to principal on a non-exclusive basis. Group provides only the necessary support to Client to manage social media according to the items purchased by Client.

10.2
Group shall not be liable for loss of Client prospects, clients or customers, decrease of sales or revenues, bad comments or reviews, damage to brand or company name / reputation, bad credits, business bankruptcy, and other fault or failure under any circumstances during and after the time Group managed in part or totally Client social media, did specific custom work requested, or other tasks for Client. Though Group has many tasks to perform for Client, Client is an Authority that approves all material before being published to the public or for its personal uses. Group has no authority to publish or give material to Client without approval. Client indemnifies Group from responsibility and liability on any decision that Client makes.

10.3
Client must agree and comply with one (1) business entity and one (1) user per package, items and/or services. Client cannot exchange, re-sell, bid, give away, distribute the package, items and/or services provided by Group or by any other means change the business entity and the user of the package, items and/or services. Client cannot switch a social media or any items and or services to another entity.

10.4
If Client has duplicate social media accounts only (1) one account is used in the package unless it is specified otherwise by a written agreement and paid via PayPal. For example, if Client has 2 Facebook accounts, only (1) Facebook account would be considered in the package. Client shall decide which Facebook account should be the one included in the package and will provide its choice to Group.

10.5
If Client has more than one (1) location or is a member of a franchise/chain or represents a division/ subsidiary, etc., Client cannot create messages/posts or other tasks for each one of the related business entities in the same package, items and/or services. Group provides service to one (1) entity/business per package. For example, Group can create a message/post for a chain of stores but cannot provide one (1) or multiple post(s) for each store location. The post/message can only be made for the chain of stores as an entity, |unless each store is contracted individually with Group.

10.6
By signing the Questionnaire and this Agreement, Client confirms and enforces the policies and the validity of the Agreement between Group and Client. By its signature on the document, Client confirms it has read and understands the sections called Questions/FAQ, Template Sizes, and this Agreement, Policies and Procedures. Client confirms it has reviewed and understands each item included in their package(s) and the social media terminology used in them and in this Agreement. Client certifies its representative signing the Questionnaire is legally |authorized to represent and bind Client submitting all forms and has the authorization to buy or contract for social media package(s) for the company.

11) FORCE MAJEURE
Neither Party shall be liable or responsible for any failure, default, lapse or delay to perform any of their obligations under this Agreement when such failure or delay is due to Force Majeure, which term shall include fire, riot, strike, theft, lockout, war, civil commotion, accident, emergency, death, breakdown of computers, software or networks of any type, loss of material, labor unrest, acts of God or nature, omissions or acts of public authorities, changes in law, regulations or policies of governing authorities or any other reason beyond the control of the Parties.

12) ARBITRATION AND GOVERNING LAWS

12.1
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the parties agree the same shall be referred to Texas jurisdiction for binding arbitration, the outcome of which both parties agree to accept. The place of arbitration shall be in Harris County, Texas (USA).
In order to save the cost of court proceedings and promote the prompt and final resolution of any dispute regarding the interpretation of this agreement or the relationship created thereby, the parties agree that any such dispute shall be settled by arbitration before a single arbitrator in Harris County, Texas, utilizing the Consumer Arbitration Rules of the American Arbitration Association effective September 1, 2014. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of Texas. The arbitrator’s decision shall not be appealable to any court, but shall be final and binding. Judgement on the arbitrator’s award may be entered in any court having jurisdiction thereof.

12.1
The Parties shall comply with all applicable statutory regulations. This agreement is subject to the laws of the State of Texas (USA).