REVERB MEDIA STATEGIES LLC

THIS AGREEMENT (the “Agreement”), is entered into on date of payment between Reverb Media Strategies LLC, and a registered agent for service of Client, and you, (the “Client”), (collectively, the “Parties”). The Client and Reverb Media Strategies LLC agree as follows: ·       

Client grants Reverb Media Strategies LLC a limited, non-exclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. ·      

  Reverb Media Strategies LLC will have the ability to place all media and ads as designated by and associated with the Clients campaigns including but not limited to digital, social media, photos, videos, text, copy, logos and other content. Services include but are not limited to: any digital advertising, social media ad management, ad placement, targeting, ad creative, business integration, offers related to the campaign and any other services related to the campaign. Client understands that part of the Services may include, among other things, the creation and posting of display ads, video ads, videos or other advertising media (“Advertisements”) on various different media platforms and formats on behalf of Client. Client is responsible for all campaigns and creative whether generated by the Client or Parties. Reverb Media Strategies LLC will create ads, messaging, copy and creative that is designed to deliver results for the client and reserves the right to use or not use various creative elements as provided by the Client and may or may not require prior approval for creative prior to campaign start. ·      

  Client realizes that Reverb Media Strategies LLC will make every effort to comply with Facebook's terms of service in creating and running ads, however these terms change frequently. The Client shall indemnify and hold Reverb Media Strategies LLC harmless from any and all liability, including in the unlikely event termination or interruption of Clients account by Facebook, Instagram or other sites resulting from Parties use of the work produced by Reverb Media Strategies LLC under this Agreement. ·    

    Reverb Media Strategies LLC campaigns and services will generate information that is willingly submitted from contacts or leads, such as Name, Phone, Email and other general information including down payment, time at job, etc. These contacts or leads are willingly submitting their information in response to an advertisement or message. Client is responsible for all direct response, leads, contacts and customer information resulting from the campaign or associated with the campaign and Reverb Media Strategies LLC is not responsible or liable for any private or personal information or the use of such information that may be obtained or gathered. All information gathered is the responsibility of the Client to contact as lawfully allowed. Client agrees to contact all leads within a reasonable time frame via phone, text, email and is the responsibility of the Client to make every effort to schedule, qualify and work all leads. ·     

   The Client and their employees agree to hold all Reverb Media Strategies LLC’s proprietary information, marketing, trade secrets, confidential campaign strategies and methods, products, services, vendors, creative and copy, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Client understands that all copy, creative and specific nurture messaging are the intellectual property of Reverb Media Strategies LLC. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information including discussing with anyone other than the selected Parties, and shall not be used, disclosed or released to anyone other than between the Parties. The Clients understand that they can not use any of the proprietary information, copy or creative without written consent from the agency. ·        Client agrees that it is the sole responsibility of Client for all content, materials, media and any information provided or used in campaign on behalf of Client, such as images, photos, music, video, any likeness, etc. and for the consequences of these actions such as any loss, liability, fine or damage and shall indemnify and hold Reverb Media Strategies LLC harmless from any such actions as relates to content or as a result of content aired or used as part of the campaign. ·    

    Reverb Media Strategies LLC cannot promise or guarantee results as part of services, campaigns or software and all results can vary based on campaign, offer, geography, media, season, competition, and other reasons know or unknown. ·      

  Reverb Media Strategies LLC reserves the right to use any results and information as part of campaign as it sees fit including use in other marketing, sales and promotional materials. ·     

   Reverb Media Strategies LLC will submit the Client’s phone number for A2P Verification and the Client understands that there is a basic charge associated with the verification process. ·      

  The Client agrees and is solely responsible for their Privacy Policy and Terms of Service associated with any campaign. ·      

  Client agrees to the terms of service and length of the agreed upon contract duration and agrees to continue services within reason for stated length of contracts. A minimum of at least 30-day written notice in the event of cancellation is required. At the end of the initial contract term, Client may elect to continue with services on a month-to-month basis and agrees to a 30-day written notice of cancellation. ·       

In the event of cancellation, any contacts must be accessed and downloaded prior to last day of agreed upon service as all access will be removed and will not be accessible by the Client unless package or plan is renewed or extended. · 

       Reverb Media Strategies LLC shall not be liable for any incidental, consequential, indirect, costs or special damages, delays or for any loss of profits or business interruptions, changes in policies, changes in terms of services, or termination by social media sites including without limitation Facebook, Instagram, Google, Website, DMS or other sites caused or alleged to have been caused by the performance or nonperformance of the services. Client agrees that, in the event Reverb Media Strategies LLC is determined to be liable for any such loss, Client's sole remedy against Reverb Media Strategies LLC is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. Client agrees that the exclusive remedy and entire liability, if any, for any claims arising out of these Terms or otherwise as well as use of Reverb Media Strategies LLC services or software shall be limited to the amount paid for Services purchased during the month of the act giving rise to the liability. ·   

     Invoicing will come directly to Client and Client is responsible for all payments including fees, charges, subscriptions, and other billing associated with the campaign or services. All billing services will be billed in advance and payments will be submitted on auto pay using the Client’s credit card on file. If, for any reason, the credit card is declined or otherwise refuses to pay the amount owed for the services or subscriptions purchased, Client agrees that Reverb Media Strategies LLC may suspend or terminate performance of services or delivery of products and may require payment of any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable. ·    

    Client agrees to review and provide feedback on all work delivered within 7 days; no reply implies approval.

  This agreement will commence on the effective date first set forth below and will continue unless otherwise agreed to by Reverb Media Strategies LLC and the Client.  

  By payment and authorization both parties hereby understand and agree to all terms and conditions of this Agreement.