This AGREEMENT is dated and in effect as of the date of your payment submission. “You” and “your” will refer to you and will also refer to the Client or Partner as defined in the relevant Agreement, and Systems and Social LLC (hereafter referred to as “SAS”. SAS offers a variety of features (“Products”) that each includes different attributes. If you subscribe to, are given access to, or purchase (for resale or for Your use) a Product listed below, in addition to your agreement with SAS, Subscription Schedule(s) and Statement(s) of Work (the “Agreement”), the associated terms apply to your access and use of such Products. Capitalized terms used in the Product Terms and not otherwise defined have the meanings given to such terms in the Agreement. In your Agreement, Products may be referred to with other terminology. As applicable, references to other terminology in your Agreement will be deemed references to the applicable Product in these Product Terms.
REFUNDS, PAYMENTS TERMS, UPGRADE & DOWNGRADE TERMS
You understand there are no refunds of any purchase. Once you have made a payment, you expressly agree not to initiate any chargeback request with your card issuer. We may refund funds to you irrespective of whether a you have requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to you will avoid any dispute or an increase in our costs; (3) we find out that the original payment made by you is fraudulent. If you initiate any chargeback request or other “Request for Information” or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request. If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek a double recovery. If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account. Payments are made automatically through PayPal or designated merchant services. All credit cards are accepted without needing a PayPal account. The fees for your Product are billed in advance, are non-refundable, and where applicable automatically renew on a monthly or annual basis as specified in your Plan. No refunds or credits will be provided for partial months of service, upgrades/downgrades, or for months unused with an open account. If you downgrade your Plan, you need to process the cancellation of your current Plan, and begin a new Plan, then your credit card will automatically be charged the new rate beginning with your next billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. SAS does not accept liability for such loss. If you upgrade your Plan, you need to process the cancellation of your current Plan, and begin a new Plan, then your credit card will automatically be charged the new rate beginning with your next billing cycle. Upgrading your Plan may cause the loss of account content, features, or capacity. SAS does not accept liability for such loss. Any discounts applied to a previous subscription may not apply to a renewed subscription, including any automatic renewals.
Emails, Marketing and Third Party Content
a) Email and Marketing
You may not use any such Product in any way that could potentially harm SAS and/or any third party, or to derive revenue or commercial gain from the use of the Product(s) that offer such functionality.
You represent and warrant that all third party content, including but not limited to customer information and customer lists that you (and in the case of an agency or reseller, your clients directly or indirectly) provide to SAS and any communications you send (and in the case of an agency or reseller, your clients directly or indirectly) arising out of or in connection with your use of the Products, is accurate and up to date and will be in compliance with all laws, rules or regulations including but not limited to 15 U.S.C. §§ 7701-7713 (the CAN-SPAM Act), 47 U.S.C. 227 (the Telephone Consumer Protection Act), the Personal Information Protection and Electronic Documents Act, and all national laws implementing such Directives and any and all relevant data privacy laws, rules, regulations, codes of practice and best practices (as may be amended, re-enacted or replaced from time to time) (collectively, “Marketing Laws”). You further acknowledge that you are responsible for your own compliance (and in the case of an agency or reseller, your clients’ compliance) with all applicable Marketing Laws in connection with your use of a Product, and you represent and warrant that you comply (and in the case of an agency or reseller your clients comply) with all such Marketing Laws. Accordingly, you represent, warrant and covenant that: (i) the customer lists were not created or shared with SAS in a manner that violates applicable Marketing Laws; (ii) each recipient has been given clear and conspicuous notice that his or her e-mail address and/or other contact information can be shared; and (iii) each recipient has given any required consent to receiving commercial e-mail and other forms of communication, including, but not limited to text messages; and (iv) you (or in the case of an agency or reseller your clients) will be considered the sender of any communications under applicable Marketing Laws.
You represent and warrant that you have obtained or procured any and all necessary rights and permissions to grant SAS the right to publish, transmit, display, and host third-party content transmitted by you or on your behalf (and in the case of an agency or reseller transmitted by your clients directly or indirectly) to SAS and to use third-party content, in both a personally identifiable form and in a de-identified or aggregate form, to provide the Product to you. You will provide (or in the case of an agency or reseller, ensure that your clients provide) SAS with information and updates to customer information or opt-out requests promptly after receiving applicable requests under the Marketing Laws; You will ensure (or in the case of an agency or reseller, ensure that your clients ensure) that any customer lists have been run against the most relevant suppression file operated by the relevant preference service (where available under the applicable laws) and you will not provide(or in the case of an agency or reseller, ensure that your clients do not provide)SAS with any email addresses and/or other contact information, including, but not limited to phone numbers, that have previously opted out of receiving commercial messages from you; and you agree that SAS reserves the right to cap the number of emails and other forms of communication, including, but not limited to text messages, that may be sent using through or in connection with any Product(s) at its sole discretion. You acknowledge and agree that you are solely responsible for any data and/or content you submit through any Product(s).
b) Photos and Videos
SAS may offer features that allow you to link to and share public photos and videos posted on various social media sites (e.g. Instagram). For any photo or video collected via this feature that you display or link to, you hereby represent and warrant to SAS that you have the full legal right, power, and authority to share, display or link to such photo or video. You further represent and warrant that you will not use this feature in a manner that would be: (i) unlawful, or (ii) infringe, violate, or otherwise interfere with any intellectual property right, privacy right, or publicity rights of another party. SAS reserves the right to withdraw your access to this feature at any time and for any reason.
a) SAS’s Products do not involve the transmission or storage of Protected Health Information or Electronic Protected Health Information (collectively “PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”).
b) You agree that in no event will SAS be deemed a Business Associate as defined by HIPAA and you will take all necessary steps to ensure that SAS is not deemed to be a Business Associate to you or to any of your agents, representatives, clients or end customer(s).
c) You further agree and covenant that (i) neither you nor any third party acting on your behalf will transmit or make available any PHI to SAS or its affiliates or representatives, (ii) if you become aware of any PHI in SAS’s possession or transmitted through or received from SAS’s platform due to your actions or omissions or any actions or omissions of your employees, agents, representatives, clients or end customers, you will immediately notify SAS in writing, and you agree that SAS may immediately and in its sole discretion remove all such PHI from its systems, and (iii) you will immediately inform SAS in writing in the event of, and will provide any information reasonably requested by SAS.
You and SAS acknowledge that during the course of this Agreement, information concerning both Parties pricing, products, trade secrets, finances, personal data and other information which is competitively sensitive and proprietary, may be disclosed to You or SAS orally or in writing, in tangible or intangible form, including, without limitation, technical, operating, business, marketing and financial information, computer software and data, physical objects and samples (collectively, the “Information”). Both Parties acknowledge that disclosure of the Information would materially injure the other’s competitive position in the marketplace. Both Parties therefore agree, to the maximum extent permitted by law, to keep confidential and not to disclose any of the Information to any other person or entity, or use such Information for any purpose other than as expressly contemplated by this Agreement. You acknowledge that such Information constitutes confidential and proprietary trade secrets, the disclosure of which would materially injure the others business and competitive position. Each Party shall cooperate with the other with respect to any and all action necessary or appropriate to resist disclosure of such information and documentation including, without limitation, commencement or defense of any legal actions related to such disclosure. In the event either Party is required by law to disclose any of the Information, the Party shall properly give written notice to the other.
PERMISSIONS & RELEASES
The Client agrees to indemnify and hold harmless SAS against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release. Before including any materials in the Work, the Consultant agrees to use reasonable best efforts to ensure all such materials have the appropriate permissions or release. Notwithstanding the aforementioned, Consultant agrees not to use materials that the Consultant is unable to obtain the necessary permissions. Consultant will indemnify and hold harmless Client against any and all claims, costs, and expenses, including attorney’s fees, resulting from Consultant’s breach of this Agreement.
SOCIAL MEDIA MANAGEMENT TERMS
You acknowledge and agree that (i) SAS is not providing, maintaining or becoming otherwise responsible for any software relating to the operation of your social media marketing, and (ii) all content of yours or clients of yours social media profiles will be provided to SAS by you or your designees, and SAS shall not be responsible for any content so provided. You hereby agree to defend, indemnify, protect, and hold SAS and its agents and employees harmless from and against any and all liability for damages and expenses (including, without limitation, court costs and reasonable attorneys’ fees), incurred as a result of] arising in any way from the act or omission of yours, your employees, agents, or designees ,including, without limitation, any claims arising from content of your website and/or proprietary software, and/or your clients websites, social media accounts, and/or proprietary software.
SAS will utilize and review all approved sources of content including website, social media sites, google drive media, etc for the purpose of curating content where applicable. As applicable, SAS will upload content provided by the client in association with monthly requests and client-provided comments (which include requested content for posting). Additionally, SAS will extract data, imagery, media, information, facts, discounts, etc from the client’s website and assets as applicable. SAS will edit, approve, and manage scheduled messages through various 3rd party software(s) to the following social media sites: Facebook Business Page, Twitter, Instagram Business Accounts, and LinkedIn accounts. *Additional social media sites may be implemented upon the process of an upgrade fee.
a. SAS’s social media management team operates fourteen (14) to thirty (30) days in advance. All content and requests which a client uploads must be available according to that timeframe. This excludes Saturdays and Sundays and holidays. The general hours of operation for SAS are Monday through Friday 9AM EST – 3PM EST. That means that depending upon the day You register for social media services you may not see live/active content from SAS until the next applicable calendar month.
b. If there is a file type that is not supported by Google Drive, Chrome, Windows, Android, etc, it may run the risk of not being able to be used by SAS. File types that are generally supported include .JPG and .PNG for imagery, and .MP4 for video.
c. There may be instances where a social media network does not support video, URL, or imagery that is outside the control of SAS, in those instances, the imagery or video will not be scheduled or posted.
d. SAS’s posting schedule will typically be in EST, however, that may vary based on the contractors in which SAS has hired to support posting and scheduling of content.
e. SAS will review content before it is scheduled to check for grammar, spelling, punctuation, syntax, accuracy, and that it meets each client’s requests based on the Content Strategy documents. SAS makes no guarantee of perfection for any of the aforementioned grammatical and editorial reviews.
SAS will not begin working on an assignment until the payment has been received by SAS through the proper payment source, see section PAYMENT at the correct rate. Once payment has been assessed and the complete form with pertinent and important details of every assignment that is being ordered has been answered by the client accurately and leaving nothing out, collectively the “Information Form”, SAS can begin working on the assignments. The general turnaround time for any one (1) assignment is three (3) to five (5) business days which do not include Saturdays, Sundays, or holidays. This time frame is based on the completion and accuracy of content and scope from Client, the date upon which the order was made, holidays, and the celerity with which you respond to inquiries, questions, or concerns from SAS. The content must be your property, SAS assumes no responsibility for the accuracy of or rights to copyrighted content.
a. Complete Scope of Work
SAS provides you with an online questionnaire that must be completed at the time of the order. Whether you order one (1) or one hundred (100) copywriting assignments, all parts of the Information Form must be completely and accurately filled in by you, the client at the time of the order. You understand that all orders are ready to be written and there is no time gap or lag. Specific turnaround times are detailed below. For example, you need a blog or article to be addressed on 8/1 and today is 5/1. You will not make the order for 8/1 until you are ready to receive it.
All assignments include one (1) round of revisions by SAS. Revisions include, within the original Complete Scope of Work as outlined and paid-for by the client: grammatical corrections, ie, a missing comma, a request for a semicolon vs comma, missing punctuation, etc wording requests that fit the original Complete Scope of Work, ie, replacing “awesome” with “fantastic”, a request for a more or less specific call to action inaccurate data correction, ie, we described your company as a “clinic” and it’s actually a “hospice”, or we said someone earned “$5,000” and they actually earned “$5,250”.
typos or misspelled words voice/tone does not match the original Complete Scope of Work
a part of the original Complete Scope of Work is missing, ie, a particular call to action, phone number, link, or other special requests. You have thirty (30) days from the first draft of the assignment being delivered to you via email/Google Drive/etc to return your revisions or the assignment will be considered complete and approved. All requests for revisions must be made within thirty, (30) business days of You receiving the work from SAS. Any revision made after that period will be considered a new assignment and must be paid for as such.
SAS reserves the right to deliver copywriting content based on a timeline that is reasonable, determined by SAS. Any order over 10 assignments is likely outside of the three (3) to five (5) business day delivery period and SAS will communicate in writing the reasonable delivery date. You may select to upgrade or make a request for a timeline that best suits you, and SAS will communicate if that is deemed reasonable, and if not, will provide a reasonable delivery date at that time. Any assignment is subject to additional fees or time if the subject matter requires additional research and or verifiable facts that must be sourced by particular informants.
PROFESSIONAL COACHING TERMS
All payments must be made before services rendered. All abovementioned refund and payment policies apply. Additional fees for travel where applicable will be assessed and agreed to at Your cost.
If You cancel 24 hours or less before your coaching appointment, your payment will be applied and you will lose that session.
LIMITATION OF SAS’S LIABILITY
SAS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, HOWSOEVER ARISING, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE OR OTHER TORT, EVEN IF THE PARTIES OR THEIR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
a) In addition to any and all disclaimers in your Agreement, you agree that SAS is not obligated to provide any maintenance, technical or other support for the Product(s) except as set forth in your Agreement with respect to the Product(s). TO THE FULLEST EXTENT UNDER APPLICABLE LAW, SAS MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. THE SAS PRODUCTS AND SAS WEBSITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. SAS HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO YOU AS A RESULT OF SAS’S ASSISTANCE IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, SAS WEBSITES, DATABASES AND/OR PROGRAMS. SAS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF SAS’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. SAS WILL NOT BE LIABLE OR CONSIDERED IN BREACH OF THESE PRODUCT TERMS OR THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND SAS’S CONTROL. IN NO EVENT SHALL SAS ’S TOTAL LIABILITY TO YOU UNDER THESE PRODUCT TERMS OR ARISING OUT OF OR RELATED TO YOUR USE OF THE SPECIAL PRODUCTS EXCEED ONE HUNDRED DOLLARS (USD $100.00) IN THE AGGREGATE FOR ANY AND ALL CLAIMS. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN YOU AND SAS . To the extent any liability of SAS cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law. For the purposes of clarity, to the extent that SAS has previously represented and warranted that the execution and delivery of the Product(s) will not conflict with or violate in any material manner, any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court of competent jurisdiction, it is acknowledged and agreed that such representation and warranty will apply exclusively to SAS’s provision of the Products to you and will not apply to the delivery and use of the Products to any end user.
SAS continues to innovate and update our Products and features and as such, these Product Terms may change from time to time. You should check back frequently to ensure that you understand all applicable policies and terms in these Product Terms and any changes hereto. In the event that SAS makes a material change or changes to these Product Terms that adversely impacts your rights under your Agreement, SAS will provide notice via email to the contact on file.