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HoneyBadger Terms And Conditions USA


PARTIES

This Agreement (the ‘Agreement) is entered into between NRS Media dba HoneyBadger Solutions, 3399 Peachtree Road NE, Suite 400, Atlanta, Georgia, USA 30326 (the ‘Supplier’) and the invoiced party as appearing on the HoneyBadger invoice (the ‘Client).

A. Whereby the Client agrees to accept the HoneyBadger Membership provided by the Supplier as presented in the accompanying General Services Agreement.

B. The services (the ‘services’) provided consist of:
• Facebook ad(s) and creative
• Facebook campaign creation, management services and associated reporting.

C. The services will be provided for the period as stipulated on the Supplier Invoice, commencing within 14 days following receipt of first payment.

D. The Client understands that the costs in this agreement are split between:
• Monthly advertising spend on Facebook which will
need to be purchased from Facebook directly and
• A monthly service fee paid to the Supplier, as stipulated on the Supplier Invoice, and for the delivery of the ‘services’ as stipulated in clause ‘B’.

E. The ‘services’ provided are only provided to the name stipulated as the ‘Client’, named on the Supplier Invoice, and are non-transferable.

F. Payment by the Client of the Supplier invoice indicates acceptance of these Terms and Conditions and of this Agreement.

G. The Client understand that the Supplier’s payment terms are monthly in advance, paid by direct debit.

H. The Client further agrees that the payment terms are equal payments paid monthly.

I. The Client agrees to the Terms & Conditions of the General Services Agreement, a copy of which is attached.

GENERAL SERVICES AGREEMENT

1. BACKGROUND

a. The ‘Client’ is of the opinion that the ‘Supplier’ has the necessary skills and experience to provide the ‘services’.

b. The ‘Supplier’ is agreeable to providing such services to the ‘Client’ on the terms and conditions set out in this Agreement.

c. In consideration of the matters described above and of the mutual benefits and obligations set forth in this agreement consideration is hereby acknowledged by the Client and the Supplier individually the ‘party’ and collectively ‘the parties’ to this agreement) agree as follows:

2. SERVICES PROVIDED

a. The Client hereby agrees to engage the Supplier to provide the Client with services (the ‘services’) of Facebook Advertising and Facebook Campaign Management.

b. The services may include any other tasks which the parties may agree on. These services may or may not be at additional costs and any additions / changes would need to be agreed separately in writing.

3. TERMS OF AGREEMENT

a. The term of this agreement (the ‘Term’) will begin on the date of the Supplier Invoice to the Client and will remain in full force and effect for the period stipulated in the Supplier Invoice to the Client. The term of this agreement may be extended with the written consent of the parties.

b. In the event that either party wishes to terminate this agreement prior to the period stipulated on the Supplier Invoice, that party will be required to provide 30 days written notice to the other party.

4. PERFORMANCE

a. The parties agree to do everything necessary to ensure that the terms of this agreement take effect.

5. COMPENSATION

a. For the services rendered by the Supplier as required by this agreement, the Client will provide compensation (the ‘compensation’) to the Supplier as per the Supplier Invoice(s) to the Client.

b. Payments will be paid in equal monthly instalments. First payment may be done via Bank Transfer or by Direct Debit.

c. Following the receipt of the first payment, advertising will be live within a 14 day period, subject to the Client’s approval of creative material and provided the client has supplied all the relevant company logos, any necessary artwork, database, etc.

d. Payment will be collected in advance for the month the services are to be provided.

e. The Supplier’s appointed BACS Bureau is Eazy Collect Services Ltd.

6. CONFIDENTIALITY

a. ‘Confidential information’ refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that confidential information could reasonably be expected to cause harm to the Client.

b. The Supplier agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Supplier has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this agreement and will survive indefinitely upon termination of this agreement.

c. For the avoidance of doubt, information which is trivial or obvious, already in the possession of the Client or the Supplier (as appropriate) without any obligation of confidentiality, or in the public domain other than as a result of a breach of this Clause, will not be regarded as information required to be kept confidential under this Clause.

d. Further to points 6a through 6c, by engaging the Supplier to perform the ‘services’, the Client explicitly allows the ‘Supplier’ to use any of the Client’s Social Media ads created by the Supplier (and available in the public domain) in any of the Supplier’s marketing material, including the Supplier’s Websites and Social Media activities and to refer to these ads for the purposes of examples of the quality of the Supplier’s work.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

a. Subject to the restrictions set out below, upon full payment being made to Supplier, Client will own all right, title and interest in the Products and/or Services produced hereunder. This means that any and all intellectual property rights related to the Products and Services will be owned by Client (such intellectual property rights being automatically transferred to Client upon payment in full being received by Supplier).

b. Client’s ownership and rights to the Products and Services shall be subject to the following limitations:

i. To the extent any Product or Service contains copy, images (including logos or photos), templates or any other content or material from Supplier’s library (“Supplier Material”), then Client shall have only a royalty-free, non-exclusive, perpetual, worldwide, sub-licensable and transferrable license to use said Supplier Material.

ii. Ownership of all Supplier Material shall remain at all times with Supplier. Client shall have the right to use derivatives of any Product or Service that include Supplier Material only in connection with advertising activities related to the Client for whom the Product or Service was originally provided.

iii. Client shall have no other rights to create or use (or sublicense or transfer) derivatives that include Supplier Material.

c. In addition to the Supplier Material, Supplier may from time to time utilize stock photos, video footage and other material pursuant to licenses maintained by Client from various image banks (“Image Bank Material”). To the extent that Supplier incorporates Image Bank Material into the Products or Services created under this Agreement, then Client shall have all right to reproduce, create derivative works from, distribute, sublicense or transfer same in accordance with the terms of its Image Bank Material license

d. Client shall remain the owner of any and all Client Data, logos, pictures, slogans, art, and other materials provided to Supplier in connection with creating a Product or Service hereunder or uploaded/added by the Client directly into/at the Product or Service (collectively, “Client Content”).

e. If Client distributes (or allows for the distribution of) any Content through any third party (such as through a social media account such as Facebook), the Client represents and warrants that it has all rights necessary to distribute (or allow for the distribution of) such Content. The Supplier has no obligation to accept, display, review or maintain any Content. Moreover, the Supplier reserves the right to remove and permanently delete any Content, including any Content submitted or modified by any user, without notice and for any reason. Moreover, if the Supplier reasonably believes that any Content distributed through a third party (such as through a social media account such as Facebook) could violate any provision of these Terms, the Supplier may contact the Client in order to inform the Client of the relevant violation. In addition, all content provided by the Supplier may be reproduced by the Client for advertising and used for editorial purposes only and for no other purpose. In particular, the Client will not allow any third parties to use the material produced by the Supplier to be passed off as work produced by the third parties.

8. RETURN OF PROPERTY

a. Upon termination of this agreement the Supplier will destroy or return to the Client any property, documentation, records or confidential information which is the property of the Client.

9. INDEMNIFICATION

a. The Supplier warrants that the services will be delivered by sufficiently skilled and experienced personnel. All other warranties, conditions and representations are hereby excluded to the fullest extent permitted by law. The Supplier liability for breach of a warranty shall be limited to re-performing the affected services.

b. Client will indemnify and hold harmless Supplier from and against any direct loss and/or direct damages which Supplier may incur as a result of a third-party claim arising out of:

i. Supplier’s use of the Client Content as permitted hereunder, including any claims that the Client Content is libelous or defamatory or infringes the intellectual property rights of any third party, or violates any rights of privacy or publicity,

ii. claims based on a Client’s willful misconduct, negligence or strict liability for a defective product; or

iii. claims that any Client Content violates any laws, rules or regulations applicable to the Client’s business operations, products and/or services, provided always that the foregoing indemnity provisions shall be provisioned on the following:

– Client has been duly and promptly notified in writing of such claim giving rise to an indemnity obligation (provided, however, that failure to give prompt notice will not relieve Client of any liability hereunder, except to the extent that Client has suffered actual material prejudice by such failure),

– Client shall have been given full authority and information to handle the claim or the defense of any suit, proceeding or settlement (provided that no settlement of the claim shall be made without the written consent of the indemnified party, which consent shall not be unreasonably delayed or withheld); and

– reasonable cooperation by the indemnified party (at Client’s expense) in the defense of such claim as may be requested by Client. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense of such claims with counsel of its choosing at its own expense.

c. For quality assurance, Supplier records and/or monitors calls between Clients and Supplier agents, employees and/or its affiliates regarding the Services (the “Service Calls”). Supplier shall ensure that it complies with all applicable laws, including, without limitation, obtaining any required consents, in connection with such Service Calls.

d. Subject to Clauses 9a and 9b above, the liability of the Supplier shall be limited to the reasonable cost of remedying the breach or defect and in no circumstances, will it exceed the total amounts paid by the Client to the Supplier.

10. DISPUTE RESOLUTION

a. In the event of a dispute arising out of or in connection with this agreement, the parties will attempt to resolve the dispute through consultation by senior members of the parties.

b. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the United Kingdom. The arbitrator’s award will be final, and judgement may be entered upon it by any court having jurisdiction with the country of Unites States of America.

11. NOTICE

a. Any notice, or other document to be given hereunder shall be delivered or sent by email, first class post
or facsimile transmission to the address or to the facsimile number of the other party set out in this Agreement (or such other address or number as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of forty-eight (48) hours after posting and (if sent by facsimile transmission) upon the expiration of twelve (12) hours after despatch.

12. MODIFICATION OF AGREEMENT

a. Any amendment or modification of this agreement or additional obligation assumed by either party in connection with this agreement will only be binding if evidenced in writing and signed by each party or an authorised representative of each party.

13. SEVERABILITY AND WAIVER

a. In the event that any of the provisions of this agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this agreement.

b. The waiver by either party of a breach, default, delay or omission of any of the provisions of this agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.


NRS Media dba HoneyBadger Solutions
3399 Peachtree Road NE, Suite 400, Atlanta, Georgia, USA 30326
Tel: (860) 474-8005 | Web: www.honeybadgersme.com

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