THIS AGREEMENT made and entered between, My Socialease, whose address is 1500 Park Center Drive, Orlando, FL 32835 hereinafter known as the “Provider” and the undersigned as stated on the first page of this agreement, hereinafter known as the “undersigned” shall agree as follows:
1. CANCELLATION AND BUYOUT OPTION This is an installment agreement and is not cancellable. Undersigned may choose to buyout 75% of the remaining balance of this agreement in which services will no longer be rendered and auto renewal will be canceled. The buyout option must be exercised via registered mail and becomes effective from the date received by Provider.
2. GUIDELINES / SERVICES Provider reserves the right to refuse to advertise any item that is not suitable for its company at its discretion. The Undersigned agrees to release all rights of any photos, logos, and trademarks to Provider and understands that Provider may use them as needed including non-related applications. Any intellectual property created by Provider will remain the property of Provider which will retain full and exclusive rights until all payment obligations are fulfilled by the Undersigned. The Undersigned understands that advertising or marketing services created by Provider shall be at its discretion and that a guarantee of specific performance cannot be made unless in writing. The Undersigned agrees that it is their responsibility to coordinate the production of their marketing including; providing access to usernames, passwords, and access to their accounts. Failure to provide the required account login information, Provider will provide marketing ideas and posts via email with no credit due back to the Undersigned. It is agreed that if Provider is unable to reach the undersigned or if they are unable to access the undersigned accounts for any reason beyond their control payment will still be due for services. The undersigned agrees that there is a possibility that any of the services provided by the Provider may not be to their liking in which should that happen, payment will still be made and the Undersigned must provide the Provider the specific messages or marketing content in which they want to promote their business. It is agreed that Provider does not need prior approval to post any marketing or advertising material on behalf of the Undersigned. All emails for newsletters or texts must have specifically opt-ed into the undersigned’s list. Proof of how opt-in emails were obtained must be provided to provider by Undersigned if asked.
3. LIABILITY/HELD HARMLESS The Undersigned agrees that Provider shall not be liable for any damages, including but not limited to damages for loss of sales, profits, goodwill, etc. as a result of any advertisement or information published by Provider. This agreement does not create a joint venture, partnership, agency, etc., between Provider and the Undersigned. The Undersigned further agrees that it shall indemnify and hold Provider harmless from any cause of action brought against any third party. This indemnification shall include, but is not limited to, attorney fees and court costs. The Undersigned agrees to hold Provider harmless from any and all claims or demands caused by or resulting from any negligent or willful act with regard to any allegation that the use of any name, picture, or ad by Provider is illegal, unauthorized, or damaging in any way, to any person, business organization, association, governmental body, or other entity. Provider shall not be responsible for any failure or delay in the performance of its undertakings when due to fire, strikes, governmental restrictions, acts of god, or any other act or thing beyond reasonable control.
4. RESTRICTIONS The undersigned acknowledges and agrees not to employ, hire or otherwise retain any employees that work for or are assigned by the provider either directly or indirectly, individually or through another individual, corporate entity, partnership, agency, professional association or other entity while the employee is employed or otherwise associated with the provider and for a period of two years after termination or interruption of services between the undersigned and the provider. In the event the undersigned violates the provision contained in this paragraph, the undersigned agrees to pay provider upon demand the sum of $10,000, as liquidated damages in addition to the payment of reasonable attorney’s fees and costs to enforce this provision.
5. PAYMENTS All payments due under this agreement must be paid no later than the invoice due date. Payments received after that date shall be subject to suspension of services and a late fee of $39.99 per each 30 days past due. Failure to make the required payment 60 days after the due date may result in the acceleration of payments for the total contract amount. The Undersigned agrees to pay all reasonable collection expenses, attorney fees, and court costs incurred by Provider for the collection of any amounts becoming past due. If there is a dispute of any amount due, the dispute must be made within 30 days from the invoice date and delivered to Providers address by registered mail. The results of the dispute will be investigated and attempted to be resolved within 15 days. It is agreed that if a dispute letter is not sent within the required time frame the Undersigned does not dispute any of the charges. If any portion of this agreement is not fulfilled by Provider only the unfulfilled portion will be refunded to the Undersigned.
6. RENEWAL TERMS The Undersigned agrees that this agreement will be automatically renewed 30 days prior to the end of the minimum term as stated on this agreement. The automatic renewal of this agreement will be renewed at the same rate for successive periods of twelve (12) months unless cancelled by the Undersigned thirty (30) days prior to the end of the term. The cancellation must be in writing and delivered by registered mail to Providers address. The cancellation date is determined by the date this agreement was signed. This agreement will not automatically renew if the Undersigned business is no longer in business.
7. CHANGE OF OWNERSHIP/PERSONAL GUARANTEE The undersigned individual named on this agreement for mutual and valuable consideration guarantees the payment of all indebtedness by the undersigned business. The undersigned individual named on this agreement hereby personally guarantees to fulfill all of the obligations of this contract in the event the undersigned business fails to fulfill the contract obligations. The undersigned individual agrees that past due payments shall be directly enforceable without first exhausting other remedies with the undersigned business. In the event the Undersigned business is sold, it is agreed that the Undersigned must transfer this entire agreement obligation to the new business during the sale otherwise the Undersigned individual and business will be responsible for all obligations under this agreement. It is agreed that Provider may pursue the property and assets of the undersigned individual and/or business in and out of the state of Florida and/or the United States for failure to satisfy the obligations of this agreement. Past due balances may reported to collection agencies and/or credit bureaus with the undersigned individual and/or business Undersigned by this agreement.
8. FORM OF PAYMENT As a form of payment, the Undersigned may elect to make the payments due under this agreement by allowing Provider to automatically deduct the payments from a bank account (ACH), credit card or any other form of payment elected. The Undersigned agrees that Provider shall be held harmless for any error by Provider or financial institution with respect to any deductions or charges. By executing the signature line in the payment method section, the Undersigned hereby gives Provider express permission to make use of the form(s) of payment elected. Provider is authorized to automatically deduct payment(s) as elected in the event of acceleration of payments. The Undersigned authorizes Provider to update their automated billing or form of payment without express permission. It is agreed that in the event that automatic billing is declined, expired, or returned the Undersigned agrees for Provider to automatically process any previously used automatic billing on file that was successful.
9. MISTAKE/ERROR POLICY In the event that there is a mistake/error in services provided by Provider, it is agreed that Provider will remove or resolve or issue a pro-rated statement credit for the mistake. It is agreed that a published mistake may take place and does not change the obligations or duration of this agreement. Any mistake/error must be reported to Provider by written notification within 45 days from the mistake date to be credited and a statement credit will be issued for one week.
10. CONFIDENTIALITY OF INFORMATION All materials and proprietary information of the undersigned that is provided to the Provider shall remain strictly confidential and shall not be disclosed to any outside party. Confidentiality applies to all of the Provider’s agents, employees and representatives.
11. MISCELLANEOUS By signing this agreement you agree that you are an authorized agent for your company. This agreement shall be construed under the laws of the State of Florida, and in the event of litigation, regardless of the circumstances, the each party must pay their own attorney’s fees and will not be responsible for the other parties court costs or other costs at the trial and appellate levels. Venue for any litigation brought under this agreement shall be set in Broward County, Florida. When making a payment by check, any verbiage such as “final payment”, “end of contract”, or anything written in the memo of the check shall not modify this agreement in any way. The Undersigned agrees that the terms of this agreement cannot be modified by any verbal agreement and any modifications to this agreement must be in writing and signed by both parties.
12. SEPARATE PROVISIONS In the event that any portion of this Agreement is deemed unenforceable, said portion shall be stricken, and the remainder of the agreement shall remain in full force and effect. Failure to enforce any breach of the Agreement shall not be deemed a waiver of any rights or remedies hereunder.
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