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TERMS OF SERVICE AGREEMENT – SOCIAL MEDIA PROGRAMS

This Terms of Services Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) has engaged Rallyrace Ltd t/a Car Copy (hereinafter the “Provider”) to perform certain Services as outlined herein. This is a legally binding Agreement between the Client and the Provider. By becoming the Provider’s Client, the Client agrees to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which the Client submits their order for Services to the Provider.

1. SERVICES

The Provider will provide Services to the Client as outlined on the Provider’s website (www.carcopy.co). This Agreement supersedes all other agreements and is shown to the Client prior to sign up. It is the Client’s responsibility to read through these terms in full, so they fully understand what they are agreeing to. The Agreement must be signed by the Client, thereby agreeing to it in its entirety, before any work can commence.

1.1 Due to the nature of working with third party platforms like Facebook, Instagram, Twitter, Google My Business, Pinterest and LinkedIn, the Provider may sometimes have no control over issues that may occur such as disconnections or password changes. If the Client’s changes a password, they are asked to report the change to the Provider immediately, to avoid disruption of Services. It is good practice for the Client to check their accounts and the Provider’s work at least once a week, and to provide direction and feedback. In the case of a disconnect, or if the Provider is unable to access the account to post, Client agrees that they will not hold the Provider liable. If the Provider is still creating content for the Client’s business, they are fulfilling their Services as described. If the Provider cannot access any platforms, they are able to make up any missed posts by posting twice a day until the accrued missed posts have been made up. Missed posts due to lock out by no fault of the Provider is not a ground for a refund. Keep reading for information about cancellation and refund policies.

2. PROVIDER’S OBLIGATIONS

2.1 The Provider will provide Services to the Client in accordance with the company’s standard policies and procedures. The Provider reserves the right to reject Clients for any reason, at the Provider’s sole discretion. The Provider will be responsible for all aspects of providing the Services.

2.2 All the Provider’s rules, policies and operating procedures concerning privacy, pricing, customer Services, and all other aspects of the Services will apply, and the Provider may change its rules, policies and operating procedures from time to time at its sole discretion. This includes pricing, package inclusions, and more.

3. SERVICES DESCRIPTIONS, FEES AND PAYMENT

3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for Services.

3.2 Initial charges for Services will be paid in advance of Services. Thereafter, the Provider will attempt to charge Client’s credit card on the monthly anniversary date of the Client first ordering Services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees.

3.3 Except in the case of a material breach of this Agreement by the Provider, no refunds will be made for any reason beyond the 14-day money back guarantee, which is applicable only to the Client’s first order with the Provider. Refunds requested within the 14-day money back guarantee will only be processed once all social media posts shared to the Client’s social media pages have been deleted. The Client will not use any content that the Provider created for their business once the refund has been processed. Fees due to the Provider are not contingent upon any form of marketing results, as the Client is paying for time and work performed. The Provider offers credits for any true mistakes made on the Provider’s side with evidence to support it.

3.4 Cancellation Policy – Cancellations are completely self-serve, and the Client can cancel a subscription via their Client portal by signing in and going to the ‘subscriptions’ section. The Provider does not issue prorated refunds for cancellations received early in a billing period but will finish out the month(s) if requested (this includes multi-month plans where the Client has received a discount, however the Provider will require the discounted price to be voided and be paid the difference before continuation of Services).

3.5 The Client will be liable for accrued back payments, should the Provider continue work when a payment is past due, and the Client has not cancelled. However, the Provider does not charge interest. The Provider will keep accurate records of all communication and work performed to justify the back-payment due.

3.6 The Services officially start on the day that the Client signs up and begins the on-boarding process, not on the date of the first post. The Provider does not charge a setup fee for this very reason, as the setup work and on-boarding fee is included in the monthly payment. If onboarding goes beyond 7 business days because of the Provider’s delay, then the anniversary of the billing date will be moved, to ensure that the Client gets a full month of Services once they have on-boarded with at least one profile.

3.7 This Agreement will supersede and replace all other Agreements between the Parties of the same subject matter, including any Agreements, directions, or claims made by the Provider’s employees, unless a formal variance is confirmed and agreed to by the Client and executive level management at the Provider.

3.8 Posting to Multiple Platforms and Missed Posts – In the event that the Client’s social media pages become disconnected from the Provider’s posting software, the Client will be automatically notified to reconnect their profiles. If the Client fails to reconnect their profiles it is their responsibility, and the Provider will not be held liable or issue any credit or partial refunds. The Provider will, however, reschedule the posts as soon as the Client reconnect those pages. The Provider recommends that Clients check their social media accounts twice a week not just to review content and provide feedback, but to alert the Provider of any possible disconnects so they can promptly reconnect. For this reason, if the Provider is creating social media posts and sending them to the Client for review in any format then they are fulfilling their contractual obligation as laid out in these terms and conditions.

3.9 Quality of Posting - If there are typos, or posts go out on the wrong day (i.e., a Christmas Day post going out on December 28th), this is typically caused by edits being made and changing the date queue in the publishing software after the Client’s revisions are made. In this event, the Provider will provide a credit of 5% (basically the cost of one post) per post issue. The Provider does not refund for typos or posts going out on a date that was meant for another. Even though the Provider does follow a “No typo policy” and social media designers / writers are penalized, the Client agrees to accept credit for all incidents like the examples mentioned above.

3.10 Content Review and Approvals - all plans will continue to be fulfilled even when the Client does not respond to or mark their content for approval. Unless the plan is cancelled, the Provider will continue to provide Services. If a Client fails to approve content for any period of time, they can simply start approving again whenever they are ready. The Provider’s policy is to pause billing while the backlogged plans that were already created get approved and posted to the Client’s account. At this time, the Client can either cancel or resume normal billing. Client agrees to one round of edits per week of plans.

3.11 The Client agrees to review their content panel and social media accounts regularly. They agree to spend 10 minutes every other week to review all of their social media accounts to ensure that the Provider’s posts meet their satisfaction, and no platforms are missing posts. The Provider is not responsible for posts missed on any platforms (due to disconnects out of their control like changed passwords or security lock outs) or editing/removing content that has been posted over two weeks ago, or longer.

3.12 Blog articles: Once a first draft has been finished, there are a maximum of two revisions allowed, at which point the product delivered will be considered final. All blog articles will be considered final and approved after 4 weeks with no feedback. After this period, the Client agrees that no revisions will be made.

3.14 Disputes – We will fight vigorously, via legal routes, when necessary, if the Client breaches our terms and conditions. The Client’s account will then be turned over to debt collection and referenced to all three credit reference agencies.

3.17 Business Structure and Client Communications by Phone: The Client has a responsibility to check their social media pages / content Panel at least every week and provide feedback if needed. To manage customer support, the Provider uses a booking system for calls. Before signing up, the Provider offers a totally free 30-minute consultation call, which is an opportunity to learn more about the Services and ask as many questions as needed before getting started. The Provider also provides a free 15-minute onboarding call, which is the Client’s chance to ask any questions about how everything works once inside. After that, Clients are encouraged to communicate online via email.

4. WARRANTY DISCLAIMERS

4.1 REFUND POLICY – Once the Client has paid and completed the 14-day money back guarantee period, there are no refunds. Throughout these terms and conditions, it is explained that due to the nature of working on third party platforms, disconnections, Clients not checking our work on time, the fact that this is a month-to-month subscription Services (and not a full Services agency) there are absolutely no refunds. In the event that the Provider fails to create at least one post per week, the Client agrees to accept a credit in the amount of the value of that post.

4.2 – THE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5. INDEMNITY

Client will indemnify and hold harmless Rallyrace Ltd t/a Car Copy and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.

5.1 Social Media Account Suspensions, Loss of Access, or Deletion – Client will indemnify and hold harmless Rallyrace Ltd t/a Car Copy and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with social media account suspensions, copyright issues, accidental loss of access or deletion, or any other issues with regards to third-party platforms. The reasons a Client may experience a social media account suspension or disablement include, but are not limited to, the use of bots or plug-ins that don’t abide by the social platforms TOS, creating a personal account as a business account, not verifying an account (for example, not verifying ar Twitter or Instagram account with an email, and often adding a phone number that can receive texts to verify the account), personal accounts not having the profile picture of a real person, but a logo, and being treated like a person, not a business. As mentioned above, Clients are required to login to their content panel or social media accounts regularly (every week is standard, but at least once a month) to ensure they stay active and don’t get flagged because other sources are posting to their accounts all the time without the account owner ever logging in. This is an important responsibility of the Client.

5.2 The Provider uses only images provided by the Client, or one of several photography databases that offer royalty free images for marketing use when designing graphics for posts. The Provider pays for many of these Services. Regardless, Client will indemnify and hold the Provider and its customers, suppliers, directors, officers, agents and employees harmless from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with content posted to a Client’s social media account that results in any claims of copyright infringement. Client agrees to assume full responsibility for the content posted to their accounts.

7. LIMITATION OF LIABILITY

THE PROVIDER SHALL NOT BE LIABLE TO THE CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROVIDER’S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO THE PROVIDER BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICESS. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding and Agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in the Provider’s sole discretion, and the most current Agreement will always be published here. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without the Provider’s prior written consent, and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in London, United Kingdom, and the parties hereby consent to the jurisdiction of the courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.K. Royal Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.

9. CREDIT CARD DISPUTES

In the event of a credit card dispute, all credits, refunds, and account work come to a halt until the dispute is resolved. Resolving a dispute can take one to three months, sometimes longer. Negotiating a fair compromise and credit will always be more favourable than filing a dispute in almost all cases. The Provider is always happy to negotiate a favourable outcome for both parties.

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