SOCIAL MEDIA VERIFICATION CONTRACT
THIS SOCIAL MEDIA VERIFICATION CONTRACT dated as of [insert date] (as amended from time
to time, this “Agreement”), among ABSTRACT SOCIAL LTD, whose principal office/situated at
XXXX (the “Agency”), and [INSERT
THE NAME OF THE CLIENT], whose principal place of business is at [INSERT ADDRESS OF THE
CLIENT] (the “Client”).
WITNESSETH:
WHEREAS, the Agency is engaged in providing social media marketing, promotion and
verification services, the Client is desirous of procuring the said services from the Agency.; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
Capitalized terms defined in the Indenture and used but not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.
Section 1. Duties of the Verification Agent
The Verification Agent agrees, from the date hereof, to perform such duties and only such
duties set forth herein below as well as on Schedule I hereto.
1.1 The Agency agrees that it shall provide its expertise and support to the Client by
providing social media verification service for Instagram Account: @missbrookeharlan
1.2 The Agency shall take such steps, as they deem fit and as may be needed, to ensure
Client’s Guaranteed Account Verification, which may include:
1.2.1 The Agency shall evaluate Client’s value proposition and optimize the Account
Page and assess target audiences for Client’s PR Campaign and formulate PR
strategy.
1.2.2 The Agency shall design and develop Campaign Brand, themes, key art, and shall
organize such press releases as may be required.
1.2.3 The Agency shall submit the Client’s Social Media Verification Requests via the
required Social Media Partner Panel.
1.3 The Agency agrees to provide the Services in a professional manner and in accordance
with generally accepted industry practice and standards.
1.4 The scope of the Services will be limited to the description provided in the Contract and
as agreed in writing from time to time.
1.5 The Client agrees to provide the Agency with all the necessary details for the Agency to
perform its services under this Contract. Client further acknowledges that the Agency
may be reliant on the provision of certain information to enable the Services to be
performed. Any late delivery of information or Content by the Client to the Agency may
result in a delay to finalization of any Assignment.
1.6 The Agency further agrees and undertakes that the promotions and advertising of the
work including content and articles will be of the utmost of ethical manners and the
Client shall not bear any reputational risks for any such work.
Section 2. Payment of Fees
2.1 In consideration of providing the services envisaged under clause 2 hereinabove, Client
agrees to pay the Agency a net sum of $6500
2.2 The Client shall make the full payment of Service Fees in advance before
commencement of services under this Contract.
2.3 The Agency offers a guaranteed verification service and in case, the Agency fails to
provide verification to the Account Page, the Agency shall provide a partial refund of
$3000 to the Client.
Section 3: Independent Contractor.
The relationship between the parties is that of independent contracting parties. Nothing
contained in this Agreement or the course of conduct between the parties will be considered to
form a partnership, employment relationship, or any other relationship except that of
independent contractor. In performance of the Services under this Agreement, Agency is an
independent contractor with the authority to control and direct the performance of the
Services.
Section 2. Indemnification.
In performing its duties hereunder, except as otherwise provided herein, the Agency shall be
entitled to the same indemnities, and held to the same standard of care, as is the Trustee under
the Indenture.
Section 3: Confidentiality and Intellectual Property.
Neither party shall use, exploit, or make known to any person or business entity, any
information directly or indirectly received by a party or acquired pursuant to the relationship
created by this Agreement, including, without limitation, information relating to business
affairs, data, designs, manuals, training materials and documentation, formulas, ideas,
inventions, methods, prices, financial and accounting data, timekeeping data, systems and
technical information (“Confidential Information”). Notwithstanding the foregoing, Agency and
the Client shall each be permitted to disclose Confidential Information of the other to its own
employees, subcontractors, accountants, attorneys, and other agents and its affiliates or
subsidiaries to the extent the disclosure is reasonably necessary for the performance of its
duties and obligations or the enjoyment of its rights under this Agreement; provided, however,
that Agency and the Company shall be responsible for any violation of the confidentiality
obligations set forth in this Agreement by any permitted third parties to which it provides
Confidential Information.
Section 4: Limitation of Liability. Agency’s total liability, if any, with respect to this agreement,
and schedules, and any and all other agreements and arrangements between Agency and Client
relating to any other services and/or other professional services (including, without limitation,
liability arising out of contract, tort or otherwise and liability for the acts of Agency’s
employees, agents and subcontractors), shall be limited in all events to the amount of the total
fees paid by Client to Agency under this agreement in the maximum Four (4) weeks prior to the
Client bringing a claim against Agency.
Neither party shall be liable to the other for any indirect, special, consequential, or punitive
damages, whether such losses or damage are foreseen, foreseeable, known or otherwise, and
whether or not the party is advised of the possibility of loss, liability damage or expense.
Section 5: Force Majeure.
If either party is prevented or delayed in the performance of any of its obligations under this
Agreement due to Force Majeure (defined below), that party will provide written notice to the
other party specifying the nature and expected duration of the Force Majeure. The
performance of the party invoking Force Majeure with respect to any obligation will be excused
and the time for performance extended, but only for the period of delay or inability to perform
due to Force Majeure. If the total of any period of delay or inability to perform due to Force
Majeure asserted by either party during the Term equals or exceeds 30 consecutive days, the
other party will have the right, at its option, to either terminate this Agreement by written
notice or to continue to excuse the first party’s performance for the period of any delay or
inability to perform due to Force Majeure. As used in this Agreement, “Force Majeure” shall
mean any act of God, fire, casualty, flood, war, strike, lockout, labor trouble, or any other
circumstances beyond the reasonable control of the party asserting it that prevents or delays
the performance of any of its obligations under this Agreement.
Section 6: Limited Warranty and Exclusions.
Agency warrants that the Services shall be performed in a professional and workmanlike
manner. Agency’s warranty and obligation under this Section shall extend for a period of thirty
(30) days from the date of the delivery of the Service.
Except as provided above, the services are provided to Client on an “as is” basis, and Agency
makes no other warranty of any kind, express or implied, including but not limited to
warranties of satisfactory quality, fitness for a particular purpose or merchantability, with
regard to the services provided hereunder, and Agency expressly disclaims any such warranties.
Section 7. Notices.
Any notice, report or other communication given hereunder shall be in writing and addressed
as follows:
If to the Agency:
XXXX
Attention: [insert name]
If to the Client:
[insert contact details]
or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand delivered to the address of such party as provided
above.
Section 8. Amendments.
This Agreement may be amended from time to time by the parties hereto so long as a Rating
Confirmation has occurred with respect to such amendment. The Verification Agent shall not be
required to enter any amendment which affects its own rights, duties or obligations hereunder.
Section 9. Successors and Assigns.
This Agreement may not be assigned by either party, unless such assignment is previously
consented to in writing by the other party.
Section 10. Governing Law.
THIS SOCIAL MEDIA VERIFICATION AGREEMENT SHALL BE CONSTRUED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE XXX WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE
PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
THE XXX.
Section 11. Consent to Jurisdiction.
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SOCIAL
MEDIA VERIFICATION AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY MAY BE
INSTITUTED IN ANY COURTS IN THE UNITED KINGDOM, AND EACH PARTY HERETO HEREBY
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF THIS
AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.
Section 12. Headings.
The section headings hereof have been inserted for convenience of reference only and shall not
be construed to affect the meaning, construction or effect of this Agreement.
Section 13. Counterparts.
This Agreement may be executed in counterparts, each of which when so executed shall
together constitute but one and the same agreement.
Section 14. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 15. Entire Agreement.
This Agreement embodies and constitutes the entire understanding between the parties with
respect to the transactions contemplated by this Agreement, and all prior or contemporaneous
agreements, understandings, representations and statements between the parties, written or
oral, are merged into and superseded by this Agreement.
Section 16. Dispute Resolution.
All or any disputes arising out or touching upon or in relation to the terms and conditions of this
Agreement, including the interpretation and validity of the terms thereof and the respective
rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing
which the same shall be settled through the adjudicating officer appointed by the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.
EXECUTED on behalf of Agency by:
1. ………………………………………………
Signature
………………………………………….
EXECUTED on behalf of Client by:
1. ………………………………………………
Signature
……………………………………….
[Client]
SCHEDULE 1 – SERVICES BY THE AGENCY
1. [insert the services]
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