Social Media Management T&C's - Metric International

Social Media Management

In addition to our general terms & policies, these T&C’s apply specifically to this service.

This Policy amends the Agreement between Metric International, Inc., our partners, service providers, sub-contractors or affiliates (hereinafter: “Metric International”, “Agency”, “us”, “we”, “our”) and Customer (hereinafter: “Customer”, “Client”, “user”, “you”, “yours”) and describes, but is not limited to, certain restrictions, conditions, rights, prohibitions, related to your use of the Services. The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on our website. By using the Services or accessing the Metric International, Inc. website, you agree to the latest version of this Policy. Any violation of the Policy or if you authorize or help others to do so, shall be deemed a breach of the Agreement, and we may suspend or terminate your use of the Services.

By purchasing any Service(s) from Metric International, you declare that you have read, understood and agree to be bound by this Policy. It is essential that you read this Policy prior to purchasing any Service(s) from Metric International.

By accessing or using any part of the Website, you agree to be bound by the terms & conditions of this agreement. Should you decide to not agree to any or all and without modification of the operating rules, policies, disclaimers and terms & conditions of this agreement, then you may not access the Website or use any services. The content of this Website is protected by applicable copyright and trademark law and cannot be used, reproduced, shared or copied without explicit and written consent from us.

Scope of Services

The Client retains the above Agency, and the Agency agrees to perform for the Client, certain social media services set forth in this Agreement (the “Services”). Any Service outside of the scope as defined in this Agreement will require a new Agreement for other services, including separate promotional or email marketing campaigns agreed to by the Parties. The Parties may also set an optional schedule for service deadlines as set forth in this Agreement.
The Agency agrees to engage in the best and commercially reasonable efforts to provide the Services to Client in accordance with the terms of this Agreement. The Agency further agrees to provide the Services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in web development and design or of equivalent value and for similar products or services.

Consideration / Compensation

In exchange for the full, prompt, and performance of all Services to be rendered to the Client, the Client shall compensate the Service Provider as agreed in the individual services proposal / presentation document.

The Agency will invoice the Client on the same day of month as when the services have initiated. The invoice will include any and all services performed under this Agreement as well as any pre-approved expenses.

Payment will be immediately due at the invoice date. A late charge of 5% per month will be added to any invoice not paid on time.

Payments must be made to the Agency by credit card, money order, check, or any other approved method of payment accepted by the Agency.

Revisions

The Client will be entitled to a total of 2 revisions of each presented social media post, design, animation, etc. Any revisions in excess of that amount will be charged at a rate to be determined by the Agency.

Expenses

From time to time throughout the duration of this Agreement, the Agency may incur certain expenses that are not included as part of the Fee for the Services subject to this Agreement.
The Agency agrees to keep an exact record of any and all expenses acquired while performing the Services. The Agency will submit an invoice itemizing each expense, along with proof of purchase and receipt, every 30 days upon completion of such Services.

If any one expense if over $100USD, the Agency agrees to obtain the Client’s written consent before making the purchase.

Invoice Disputes

The Client shall notify the Agency in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within 7 Business Days from the date of the Client’s receipt of such invoice subject to dispute.

Client will be deemed to have accepted all invoices for which the Agency does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

Term and Termination

This Agreement shall be effective on the date hereof and shall continue for a period presented in the individual services proposal / presentation document or until the expressly agreed upon date of the completion of the Services, unless it is earlier terminated in accordance with the terms of this Agreement (the “Term”).
If either Party subject to his agreement fails to follow through with their obligations under this Agreement, the non-breaching Party can terminate this Agreement by providing a 7 day written notice to the breaching Party.
The Client understands that the Agency may terminate this Agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Agreement in the manner as defined above. Client agrees to pay any outstanding balances within 7 days of termination.

Confidentiality and Property Rights

Throughout the duration of this Agreement, it may be necessary for the Agency to have access to the Client’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
The Agency is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Client. The Agency ’s obligation of confidentiality will survive the termination of this Agreement and stay in place indefinitely.

Upon the termination of this Agreement, the Agency agrees to return to the Client any and all Confidential Information that is the property of the Client.
Further, the Agency shall promptly return to the Client all copies, whether in written, electronic, or other form or media, of the Client’s Confidential Information. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Agreement. The Agency understands that the aforementioned is a “work for hire” and shall be the sole property of the Client. The Client’s use of the Intellectual Property shall not be restricted in any manner.
The Agency may not use the Client’s Intellectual Property for any purpose other than contracted for in this Agreement unless the Service Provider has written consent from the Client. The Agency shall not be responsible for any damages resulting from any unauthorized use of the Client’s intellectual property.

Indemnification and Release

The Agency agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and but shall not indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Agency or any of the Agency ’s employees, partners, sub-contractors or affiliates in the performance or failure to fulfill any Services or obligations under this Agreement.

No Exclusivity

The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agree that they are free to enter into other similar Agreements with other parties.

Independent Contractor

Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. The Agency is an independent contractor pursuant to this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (“Notice”) shall be in writing and addressed to the parties at the electronic email addresses used for previous communications, or the email used by the Client to contract the services (i.e. payment page) (or to such other address that may be designated by the receiving party from time to time in accordance with this section).

Dispute Resolution and Governing Law

Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either Party may initiate mediation or binding arbitration in the State of Delaware, USA.
If the Parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of State of Delaware, USA, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of State of Delaware, USA.