This Social Media Services Agreement (this “Agreement”) applies to the Services (defined below) that the person or entity identified on the related Order Form (“you”) is purchasing from Dominion Domains, LLC, a Virginia limited liability company (“Dominion”). By submitting an Order Form for the Services to Dominion, you agree to be bound by this Agreement and the Universal Terms of Service Agreement, which is incorporated herein by this reference.
1. Purchase of Services. On the terms and conditions set forth herein, you hereby purchase, and Dominion hereby agrees to provide during the Term (defined below), the social media marketing services indicated on the Order Form (the “Services”).
2. Access to Social Media Accounts. In order for Dominion to perform the Services, you must provide Dominion with continuing access and administrative privileges to your Facebook and Twitter accounts. You hereby authorize Dominion to access and administer your Facebook and Twitter accounts in connection with its performance of the Services. You are responsible for complying with the terms and conditions applicable to your Facebook and Twitter accounts, and you will ensure that Dominion’s access and administration does not violate any such terms or conditions.
3. Content. You hereby grant Dominion a non-exclusive, royalty-free, worldwide right and license to use, reproduce and display any content you provide to Dominion in order to perform the Services. You agree that you are solely responsible for any content used or displayed in connection with the Services, and you further agree to indemnify Dominion for any losses incurred as a result of third party claims arising out of or related to such content. You will ensure that any content used or displayed in connection with the Services complies with applicable law and third-party policies, including, without limitation, advertising policies promulgated by Facebook and/or Twitter. Dominion is not responsible for the policies of any third party, including, without limitation, Facebook and Twitter, or for any alteration, enforcement or interpretation thereof. Dominion reserves the right to reject or modify any content that Dominion determines, in its sole discretion, violates applicable law, any applicable third party policy or any applicable policy of Dominion.
4. Advertising. Dominion will use commercially reasonable efforts to initiate the ordered social media marketing services within ten (10) business days of your purchase of the Services. However, you acknowledge that a longer initiation period may be necessary if you ask Dominion to perform creative services or if Dominion experiences technical difficulties with your advertising campaign or social media accounts. Where possible and legally permitted, Dominion will use commercially reasonable efforts to, but does not guarantee that it will, place Facebook and Twitter advertisements in accordance with the targeting requests that you specify in writing to Dominion. In the event that advertisements placed in accordance with your targeting requests do not appear reasonably likely to exhaust the monthly ad spend, Dominion will broaden the targeting criteria in such manner as it, in its sole discretion, determines necessary or appropriate for the applicable month until such monthly ad spend is exhausted. Dominion may provide you with statistics evidencing its performance of the Services, in which case you agree that such statistics will be conclusive and binding for all purposes of determining any dispute under this Agreement.
5. Ownership of Content; Data. You retain ownership of any content that you provide to Dominion. Except to the extent expressly set forth herein, Dominion reserves all rights to any content it creates or uses in connection with the Services that is not provided by you. You agree that Dominion may freely collect, store, use and distribute on an aggregated, anonymized basis any usage data generated through your social media accounts in connection with the Services, including, without limitation, data related to advertisements, social media posts and your social media account pages.
6. Subscription Fees; Payment. You agree to pay Dominion a monthly fee in the amount indicated on the Order Form (the “Subscription Fee”) during the Term beginning on the date that you purchase the Services. Timely payment of Subscription Fees is your responsibility. Dominion has no obligation to invoice you or otherwise notify you of any upcoming payment obligations under this Agreement.
7. Term and Termination.
(a) The initial term of this Agreement begins on the date of your purchase of the Services and continues for six (6) months. This Agreement shall automatically renew for additional six (6) month renewal terms unless either party delivers written notice of its intent not to renew this Agreement at least thirty (30) days in advance of the expiration of the then-current term (the initial term and each renewal term, the “Term”).
(b) Within thirty (30) days of Service initiation, Dominion may elect to terminate the Services and this Agreement for any or no reason by giving you notice. Thereafter, Dominion may suspend and/or terminate the Services and this Agreement at any time for cause, which, without limitation, includes (i) the filing of any petition or the commencement of any proceeding by or against you for any relief under any bankruptcy, insolvency or similar laws, (ii) your insolvency, (iii) the making by you of a general assignment for the benefit of creditors, (iv) failure to respond to inquiries from Dominion for over fifteen (15) calendar days, (v) any material breach by you of this Agreement or (vii) your use of the Services in a manner that subjects Dominion to any claim that Dominion has violated any third party’s rights or acceptable use policies, including, without limitation, the transmission of unsolicited email or the violation of any third party intellectual property right or other right. No refund will be made when there is a suspension or termination of Services for cause.
(c) At any time and for any or no reason, Dominion may at its option terminate the Services and this Agreement by giving you thirty (30) days’ notice of termination via mail or email, at Dominion’s option. In addition, Dominion may immediately terminate this Agreement in the event that any third party service provider alters its relationship with Dominion in a way that materially impacts Dominion’s ability to provide the Services.
8. Amendment. Dominion reserves the right to amend this Agreement from time to time by giving you notice via your email address of record. If you do not agree with any such amendment to this Agreement, your exclusive remedy is to cancel your Services. Your continued use of the Services following notification of an amendment indicates your consent to the amended Agreement. Unless otherwise specified by Dominion, any such amendment binds you (a) thirty (30) days after Dominion notifies you of the amendment, or (b) immediately, if such amendment is required by law or a third party service provider necessary for the provision of the Services.
9. Entire Agreement. This Agreement (including the Universal Terms of Service Agreement) constitutes the entire agreement of the parties hereto, and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, with respect to the subject matter hereof.
10. Survival. In addition to your accrued payment obligations and your representations and warranties hereunder, Sections 5 and 7 to 10 of this Agreement will survive any expiration or termination of this Agreement. Further, the terms and conditions of the Universal Terms of Service Agreement will survive any expiration or termination of this Agreement.
BY EXECUTING AND/OR SUBMITTING THE ORDER FORM, THE PARTIES INTEND TO BE BOUND BY THIS AGREEMENT AND CONSENT TO THE USE OF THE SIGNATURES TO THE ORDER FORM (INCLUDING ANY DIGITAL SIGNATURES) AS PROOF THEREOF.
[END OF SOCIAL MEDIA SERVICES AGREEMENT – UPDATED MARCH 2018]