These Brand Terms and Conditions (the “Brand Terms”) are an agreement entered into between you and Drive Me Digital with respect to your use of online services and social media management facilitated through Drive Me Digital intended for and/or made available to you in your capacity as a Brand. For clarity, the Agreement and Brand Terms form a single contract between you and Drive Me Digital and all terms of such contract apply to your use of the Site and Services and any bookings or management facilitated through Drive Me Digital.
You are referred to herein as “you” or as “Brand”.
For purposes of this Agreement, Drive Me Digital and Brand may be referred to collectively as “Parties.”
WHEREAS, Drive Me Digital is a social media management agency which facilitates irrevocable digital services, such as, strategizing, creating, curating and posting content to social media platform, Instagram, on behalf of the Brand.
WHEREAS, Brand endeavors to have Drive Me Digital Mgmt strategize, create, curate and post relevant content promoting their products or services.
IN CONSIDERATION of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
1. Purpose. The purpose of this Agreement is to set forth the terms and conditions pursuant to which Brand is utilizing Drive Me Digital’s social media management services. Drive Me Digital is to manage the Brand’s social media, according to the agreed monthly package, for the purpose of promoting the Brand’s product(s) or service(s) upon the terms and conditions set forth herein.
2. Compensation. As full consideration for Drive Me Digital’s services under this Agreement, Brand shall compensate Drive Me Digital according to the terms specified in the selected package. Brands shall pay a monthly fee to Drive Me Digital. The monthly fee is determined by the Brand’s selected package. If a campaign is complex, as reasonably determined solely by Drive Me Digital, Drive Me Digital may request an additional fee. The Brand shall pay the monthly fee in full on a month-to-month basis as a subscription. Drive Me Digital shall not issue any refunds of the monthly fee. Subscriptions can be terminated by a simple cancellation. Cancellations must be made in writing THIRTY (30) DAYS BEFORE THE NEXT DUE BILLING DATE to email@example.com, to avoid being billed. Drive Me Digital cannot issue exceptions or refunds without 30 days notice from Brand, due to providing labor intensive digital services which are irrevocable.
3. Term. This Agreement is to commence on the Effective Date and continue until terminated or until all payments have been made and all obligations have been satisfied.
4. Content. Drive Me Digital shall provide the Brand with a content brief detailing the specifications of the proposed content plan for approval prior to posting. The Brand shall then review and approve the content plan in writing prior to Drive Me Digital, or any affiliates, making changes or publishing the content. The Brand shall provide their approval in a reasonable period of time Brand is entitled to request, and Drive Me Digital shall grant, two (2) round of edits, during which they shall make any reasonable changes and adjustments to the content plan. By consenting to this agreement you give Drive Me Digital permission and complete access to your Brand Instagram account, to make changes and post on your behalf, this includes access and permission for representatives or consultants hired by Drive Me Digital. Drive Me Digital require your Instagram username and password to access Instagram and admin access to your Facebook page, to allow strategic content scheduling.
5. Timing Requirements. If a Brand agrees to assign social media management services to Drive Me Digital, Brand shall provide any and all required information in a timely manner to Drive Me Digital’s shared drive or email address. Drive Me Digital is not responsible for delays to any social media services due to wait periods caused by Brand or Brands associates and billing will not be adjusted. If a Brand agrees to assign content creation services to Drive Me Digital, Brand shall provide any and all product items in a timely manner to Drive Me Digital’s provided address. Drive Me Digital is not responsible for late shipments and billing will not be adjusted due to Brand’s late shipments or delays in content creation. Brands are expected to be respectful of Drive Me Digital’s time and stick to the proposed timeline.
6. Rights. The Brand retains any rights in and to brand’s product names, images, trademarks, service marks, and logos provided by brand in connection with this Agreement. Drive Me Digital grants to the Brand a non-exclusive, non-transferable, royalty free license to use partnered content on social media and on their website. The Brand shall not use partnered content, nor the creator’s name and likeness, for any commercial or non-commercial use other than on the Brand’s social media and website.
7. Representations and Warranties. The Parties have the right, power, and authority to enter into this Agreement and to fully perform its respective obligations herein. Neither Party has engaged in, and shall not engage in, any actions that conflict with any of their obligations under this Agreement. Neither Party is aware of any pending litigation that would have a material impact upon its rights or obligations under this Agreement. Neither Party has engaged in and shall not engage in, any conduct that would disparage or portray in an unfavorable light, bring into public disrepute, contempt, or otherwise injure the success of the other Party.
8. Termination. Either Party may terminate this Agreement for any reason at any time during the Term by providing thirty (30) days’ notice to the other Party. Either Party may terminate this Agreement for cause if the other Party breaches the terms of this Agreement. If, at the time of this Agreement’s termination, there are any outstanding financial obligations owed by the Brand to Drive Me Digital, Brand shall pay all such obligations within forty-five (45) days of receipt of the termination notice.
9. Limitation of Liability. DRIVE ME DIGITAL IS IN NO WAY LIABLE FOR ANY ACCOUNT SUSPENSION, BAN, OR PICTURE DELETION ON BRAND’S INSTAGRAM ACCOUNT. EXCEPT FOR EXPRESS WARRANTIES, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY IS LIABLE IN ANY WAY FOR THE SUCCESS OR FAILURE OF ANY BUSINESS RELATIONSHIP ESTABLISHED DURING THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SBS PURSUANT TO THIS AGREEMENT AND ANY APPLICABLE IO IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Notices. Any notice, consent, approval or other communication under any provision of this Agreement must be in writing to be effective, and is effective when delivered by any means, including fax transmission or e-mail, to the following respective addresses:
(a) if to Drive Me Digital: firstname.lastname@example.org or 1525 N Alvarado St, #26070, Los Angeles, CA, 90026, USA
(b) if to Brand: Brands provided email upon subscription.
Either Party may change its address information by giving notice to the other Party in the above manner.
11. Dispute Resolution. If a dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Los Angeles, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to a mutually agreed-upon arbitrator in Los Angeles, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
12. Indemnification. Brand agrees to defend, indemnify and forever hold harmless Drive Me Digital, its parent and all of its or their subsidiaries and affiliates, and each of their respective officers, directors, agents, employees, representatives, assigns and successors-in-interest from and against any and all claims (whether actual or threatened and whether justified or not), liabilities, penalties, losses, costs, damages, demands, actions, causes of action, suits, proceedings, judgments and expenses including, without limitation, amounts paid in settlement, attorneys’ fees, court costs and other legal expenses arising out of, connected with, or otherwise related, to this Agreement.
13. Severability. Any provisions of this Agreement which are prohibited or unenforceable in a particular jurisdiction are, as to such jurisdiction, considered ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction is to not invalidate or render unenforceable such provision in any other jurisdiction.
14. Assignment. Neither this Agreement nor any of the duties or obligations hereunder may be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this provision is considered null and void. This Agreement is to be binding upon and inure to the benefit of the Parties and their permitted heirs, successors, executors, and permitted assigns.
15. Governing Law. This Agreement and obligations shall be governed and interpreted in accordance with the law of the United States of America and the law of the State of California.
16. Entire Agreement. This Agreement constitutes the complete and exclusive statement of agreement between the Parties with respect to the subject matter herein and replaces and supersedes any and all prior written and oral agreements between the Parties. All modifications and amendments to this Agreement are to be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.