1.0 Services Rendered
1.1 Marketing Consultation
Social Proof offers our client’s email and weekly phone consultation with our team of experienced industry professionals. Our experts review the analytics of their campaigns in-depth and provide recommendations accordingly.
1.2 Content Development
Social Proof assists our client’s in creating a content strategy for their influencer created content and/or assist with repurposing our client’s existing marketing content for each social media platform. Our experienced team may also assist our clients with curating ad captions when required. We do not do commercial content production or graphic design.
1.3 Social Media Consulting & Management
Social Proof monitors our client’s social media analytics and provides insight into your social accounts. We ensure our client’s social media brand accounts are effectively taking advantage of their marketing campaigns with us, by offering strategy suggestions based on experience. We do not assist with posting content or day to day management of our client’s accounts.
1.4 Technical Support
Social Proof offers full-scale technical support relating to scheduling our client’s new influencer marketing campaigns. Including access to our sales team 365 days a year.
1.5 Errors
Social Proof will manage our client’s campaigns to the best of our abilities, recognizing not everything related to the campaign is within our control. Social Proof relies on third-party relationships with our influencers and can’t be held liable for lost profits, or other incidental, consequential or special damages. We continuously strive to earn our client’s future business, we understand your decision regarding future campaigns always relies on the results of current and past campaigns.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectations of the deliverables set out in your campaign instructions. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
2.1 Cancellation, Changes & Revisions
Clients can postpone their campaign, free of charge, before 24 hours of the campaign beginning. If the client postpones their campaign within 24 hours of the campaign start date, the client will only be charged Social Proof’s fee for that campaign. The fee is paid to Social Proof influencers who have been scheduled to post for the client’s campaign, to offset the cost of the influencer’s lost advertisement opportunity. The clients remaining campaign budget will be available to the client to reschedule the campaign at their convenience.
2.2 Campaign Requirements from Clients
If a Social Proof client schedules a specific date and fails to provide Social Proof with content for that campaign, and that prohibits Social Proof from running the scheduled campaign, this is considered postponing the campaign, the client will only be charged Social Proof’s fee for that campaign. The fee is paid to Social Proof influencers who have been scheduled to post for the client’s campaign, to offset the cost of the influencer’s lost advertisement opportunity. The clients remaining campaign budget will be available to the client to reschedule the campaign at their convenience.
3.0 Charges for Additional Services Performed
Requests above and beyond the agreed terms may be considered out-of-scope for the campaign, and an amendment to the budget may be recommended. If you want to change your mind or add anything new, that won’t be a problem as we will simply provide a separate estimate to cover the additional work.
4.0 Terms of Payment
4.1 Billing Schedule
The total budget for each project is determined by the client, during the process of booking a campaign. The client pays for one hundred percent (100%) of the campaign budget at the beginning of the campaign. Social Proof provides an online payment method, accepting all major credit cards & PayPal. Bank wire information can be supplied upon request.
4.2 Client Agreement to Pay
Every invoice can be paid at any time, however each project will not begin until each project’s associated invoice is paid. In addition, Social Proof reserves the right to stop work until payment is received if payment is attempted to be disputed or refunded.
4.3 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest of 1% per month on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Responsibilities of Social Proof and the Client
5.1 Social Proof’s Responsibility For Releases
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
5.2 Client’s Responsibility For Releases
You guarantee that all elements of text, images, or other artwork you provide are either owned by you, or that you have permission to use them.
When your payment has cleared, copyright will be automatically assigned as follows:
You will own the visual elements that we create for this project. We will give you source files and finished files that should be stored somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them and you have been given explicit permission to use them.
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
6.0 Guarantees & Commitments
Social Proof is the first-ever influencer marketing company offering performance-based campaigns at scale.
Social Proof will always achieve the guaranteed minimum number of impressions and/or views outlined in each campaign’s unique proposal. Social Proof will never exceed the guaranteed maximum CPM per social platform, outlined in each campaign’s unique proposal.
In the highly unlikely scenario the cost of influencers required to achieve the campaign’s guarantee exceeds the provided budget of the campaign, Social Proof will either finish the campaign at our own expense OR offer a partial refund applied as follows: number of impressions and/or views short of the guarantee on each platform multiplied by the guaranteed CPM of each platform.
7.0 Confidentiality
Social Proof acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Social Proof on behalf of the client or disclosed by the client to Social Proof.
8.0 Term and Termination
8.1 Period Of Agreement And Notice Of Termination
Each agreement is a singular commitment for that campaign only, and does not commit the Client or Social Proof to any future campaigns, unless otherwise clearly stated.
8.2 Termination For Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 Payment For Non-Cancelable Materials
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request, that any such materials and services are non-cancelable.
8.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 Transfer Of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to Social-Proof, Social Proof shall transfer, assign and make available to
the Client all property and materials in its possession or control belonging to the Client.
9.0 General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the British Columbia, Canada.
9.2 Representations & Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
9.4 Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.