Last updated January 01, 2020
This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) has engaged Web Dynamics to perform certain Services as outlined herein. This is a legally binding agreement between you and Web Dynamics. By becoming a Web Dynamics Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to Web Dynamics
Web Dynamics will provide the Services to Client as outlined in the on-boarding email. This agreement supersedes all agreements, and is shown to you when you sign up, and again with our onboarding survey in which you are again show our T&C for you to sign and agree to. It is your responsibility to read through these terms in full so you fully understand what you are agreeing to.
1.1 Due to the nature of working with third party platforms like Facebook, Instagram, Twitter, and LinkedIn, sometimes we have no control over issues that may occur such as disconnections or password changes. If you change your password, you are asked to report the change to Web Dynamics immediately as not to interrupt your service. It is good practice to check your accounts and our work at least once a week, also to provide us direction and feedback. In the case of a disconnect, or inability for us to access the account to post, client agrees to not hold Web Dynamics liable. As long as we have access to one platform and are posting according to schedule, we are fulfilling our service as described. If we have access to no platforms, we will make up any missed posts by posting two times a day until the accrued missed posts have been made up. Missed posts due to lock out by no fault Web Dynamics is not grounds for a refund.
2. Web Dynamics OBLIGATIONS
Web Dynamics will provide Services to Client in accordance with Web Dynamics standard policies and procedures. Web Dynamics reserves the right to reject Clients for any other reason, in Web Dynamics`s sole discretion. Web Dynamics will be responsible for all aspects of providing the Services.
All Web Dynamics rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and Web Dynamics may change its rules, policies and operating procedures from time to time in its sole discretion.
3. SERVICE DESCRIPTIONS, FEES AND PAYMENT
3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.
3.2 Initial charges for service will be paid in advance of service. Thereafter, Web Dynamics will attempt to charge Client’s credit card on the monthly anniversary date of the client first ordering services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees.
3.3 Except in the case of a material breach of this agreement by Web Dynamics, Web Dynamics does not issue refunds of any fees for any reason. Fees due to Web Dynamics are not contingent upon any form of marketing results. Client is paying for time and work performed.
3.4 Cancellations are required in writing by email to our billing department (email@example.com) by client’s next billing date. Cancellations need to be processed and confirmed by our billing department. Cancel requests sent to employees outside of the billing department are not guaranteed. We do not issue prorated refunds for cancellations received early in a billing period, but we will finish out the month(s) if requested
3.5 Continuation of work on a client that is passed due who did not cancel will result in accrued back-payments due, but we do not charge interest. We promise to keep accurate records of all communication and work performed to justify the back-payment due.
3.6 Our Services officially start the day you sign up and we begin the on-boarding process, not when we first post. We do not charge a setup fee for this very reason. This setup work and on-boarding fee is included in the monthly payment. If onboarding goes beyond 4 business days, we will move your billing date to ensure you get a full month of service once you are onboarded with at least one profile.
3.7 This Agreement will supersede and replace all other agreements between the Parties of the same subject matter, including any agreements, directions, or claims made by Web Dynamics employees, unless a formal variance is confirmed and agreed to by the client and executive level management at Web Dynamics LLC
3.8 Posting to Multiple Platforms and Missed Posts – Many of our packages include posting to multiple platforms through a platform technology. In social media marketing practices, it is common for accounts to get disconnected for multiple reasons out of our control. Our pricing model is based on posts going out on a minimum of one channel, whereas all additional platforms are considered free additions (For example, if a client wants Facebook alone, it does not reduce our package & pricing because the client it not utilizing Instagram or Twitter). We request our clients check their social media accounts once a week not just to review content and provide feedback, but to also alert of us any possible disconnects so we can promptly reconnect. For this reason, if Web Dynamics is posting to at least 1 social media channel we are fulfilling our contractual obligation as laid out in our terms and conditions. We realize this can be frustrating, so in the event of missed posts for any one of your profiles, we agree to give you full credit for this in the form of pushing back your billing date by a proportionate value of days respective of missed post volume (up to a maximum of two weeks). This ensures you get a full month of service in its entirety in this unfortunate event. There will be no refunds in the event of additional profiles receiving no posts for any period of time because of this agreed upon credit.
3.9 Quality of Posting – Social media is a very personalized services, what some clients like, others do not. If you want training to ramp up faster, or would like to review the posts in advance so nothing goes out without approval you’ll be charged an additional $15. If these items are very important to you, we recommend speaking with your account manager other than that, you pretty much get what you get, there is no edits that can be made to the posts. If there are typo’s, or posts going out on the wrong day (i.e. a Christmas Day post going out on December 28th), this is typically caused by edits being made and changing the date queue in our publishing software through your revisions being made. In this event, we will provide a credit of 5% (basically the cost of one post) based on your package level per post issue. We do not refund for typos or posts going out a date it was meant for another. Even though we do follow a “No typo policy” and our social media managers are penalized, you agree to accept a credit for all incidents like the examples mentioned above.
3.10 You agree to review your social media accounts regularly. Please try to spend 10 minutes every other week, but definitely at least once a month to review all of your social media accounts to ensure our posts meet your satisfaction, and no platforms are missing posts. Web Dynamics is not responsible for posts missed on any platforms (due to disconnects out of our control like changed passwords or security lock outs), or editing/removing content that has been posted over a month ago, or longer. If you do not engage level 2 or content review, we will not edit any previous posts, but we will take them down (up to 1 month) if you choose not to do it yourself.
3.15 7 Day Money Back Guarantee only applies to the Starter Packager for $75
3.17 Less Tech-Savvy Clients – Some of our clients are just not experienced using computers, or various software, or even just social media in general. For this reason, we spend extensive amounts of time working on getting your account onboarded so we can provide the service. This connecting, explaining, back and forth emailing, phone calls, all constitutes work on your account. Every employee tracks their time with software called Hubstaff, and if we spent longer than 30 minutes working to onboard your account, there will be no refund. You still of course have the option to continue and finish your month of service. But simply giving up because you’re frustrated does not erase the amount of work and time we have spent on your business.
3.18 – Business Structure and Client Communications by Phone: We are an online subscription social media service, not a full service marketing agency. Our customer service is inbound, not outbound (meaning, we do not “check in”). You have a responsibility to check your social media at all levels at least every two weeks and provide feedback if needed. All phone calls must be scheduled. The only free phone call is your free initial consultation. Once you sign up as a client,.
4. WARRANTY DISCLAIMERS
Web Dynamics EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Client will indemnify and hold harmless Web Dynamics and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.
5.1 Social Media Account Suspensions, Loss of Access, or Deletion – Client will indemnify and hold harmless Web Dynamics and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with social media account suspensions, accidental loss of access or deletion, or any other issues with regards to third-party platforms. Reasons you may experience a social media account suspension or disablement include, but are not limited to, the use of bots or plug-ins that don’t abide by the social platforms TOS, creating a personal account as a business account, not verifying your account (for example, not verifying your Twitter or Instagram account with an email, and often adding a phone number that can receive texts to verify the account), personal accounts should have the profile picture of a real person, not a logo, and be treated like a person, not a business. That’s what business pages are for. As mentioned above, it’s required for you to login to your social media accounts regularly (every two weeks is standard, but at least once a month) to ensure they stay active and don’t get flagged from sources posting to your accounts all the time without the account owner ever logging in. This is an important responsibility of yours as the client.
5.2 Web Dynamics uses only content provided by the client, or one of several photography databases that offer royalty free images for marketing use. We pay for many of these services. Regardless, Client will indemnify and hold harmless Web Dynamics and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with content posted to a client’s social media account that results in any claims of copyright infringement. Client agrees to assume full responsibility for the content posted to their accounts.
6. LIMITATION OF LIABILITY
Web Dynamics SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF Web Dynamics HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Web Dynamics LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO Web Dynamics BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time Web Dynamics sole discretion, and the most current agreement will always be published here. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Web Dynamics prior written consent and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Arizona without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Maricopa, Arizona, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
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