These are the terms of service for the deployment and management of our services to you, the client. They are designed as a framework within which to ensure mutual benefit. By participating in these services, we both agree to be bound by the following terms: Billing Authorization & Refunds Fees are distinguished between program management fees and Facebook advertising fees.
Program management fees are collected in advance of service via online invoicing. To ensure professional service, we commit resources in advance of delivery of your services. Therefore, program management fees are non-refundable.
Facebook Advertising Fees are paid separately and are charged directly by Facebook. For convenience, you will need to provide a valid, authorized payment credit or debit card for us to keep on file with Facebook. Fees paid to Facebook are governed under Facebook’s terms of service. Monthly Service Anniversary and Billing. All services are provided on a month-to-month basis. The monthly basic service anniversary for your campaign is set as one (1) month after the delivery of the first lead, and each month thereafter on the same day of the month. Under this arrangement, your initial monthly service period will not begin until you have received your first lead.Monthly program management fees are due five (5) business days prior to the basic service anniversary date to allow time for any payment issues to be resolved without disrupting service. At the client’s option, payment may be set to recur automatically.
Billing or payment issues may cause delay, suspension or (at 30 days past due) account closure. If you anticipate any billing issues, or require a change of payment information for program management fees or Facebook advertising costs, please contact us directly at (918) 977-3401 or via email at firstname.lastname@example.org.
Account Closure. In the case that your account becomes 30 days past due beyond the monthly service anniversary date, we may elect to close the account. In the case of account closure, any territory exclusivity and non-competition portions of the services are waived for both parties immediately.
Facebook Fees and Service InterruptionAdvertising fees are billed directly to the you by Facebook as per the Facebook terms of service. Facebook will charge your card in increments of approximately every $200 in ad spend. A valid credit card must be maintained on account for that purpose. While we collect credit card data for the initial setup of your Facebook Advertising account, we do not store your credit card information locally. A failed payment method with Facebook can disrupt your campaign and lower results.
As an agency, we maintain a separate Facebook advertising account for each client’s advertising expenditures. For security purposes we do not grant client’s direct access to our advertising accounts or other systems.
While infrequent, Facebook advertising accounts may be temporarily suspended for reasons beyond our control (Facebook system failures, suspicion of fraudulent activity, etc.). If this occurs, we will make every effort to return the account to an active status as quickly as possible. In addition, while program management fees are normally non-refundable, if Facebook places an account in a suspended state for more than 7 days, we will assume the risk and refund a prorated portion of the monthly management fee.
Administrative Access Our Facebook Advertising Services require that you authorize and provide DirectFire Digital staff administrative access to accomplish the fulfillment and functionality of the services that are specified in your order. You agree to do one or more of the following, which will be specified in your order:
Agree to grant DirectFire Digital, LLC staff administrative access to local business pages, brand/product/organization pages, artist/band/public figure pages, and other Facebook “Fan”, “Like”, “Official” pages, community pages and any variations of such pages, as needed to provide services to promote your business.
Authorize DirectFire Digital, LLC to create local business pages when necessary to provide services to promote your business.
Account Cancellation. Either party may terminate or amend service with sufficient notice as described below.
If you wish to cancel any portion of your service, you must contact us at least 5 days prior to your monthly basic service anniversary date to avoid being charged program fees for the next monthly cycle. As resources are committed in advance of your monthly service term, we do not offer refunds on program management fees once payment has been processed. Should you wish to terminate service prior to the end of your monthly service term, program management fees will not be refundable, however we will discontinue running paid ads for the remaining service time. In this case, Facebook will only charge your account for advertising that has run to that point.
Temporary Advertising Suspension. You may temporarily suspend your Facebook advertisements without canceling the service. This may be useful during personnel changes, vacations or in the case that you receive a greater number of leads than you can process within a given time frame.
During suspension, your account remains active and any remaining services, as well as monthly program management fees continue. Program management fees may be halted only by discontinuing service. Discontinuation of services immediately cancels your exclusive territory. Renewal of service at a later date is subject to territory availability and is considered a new account, requiring payment of our normal set up fee. (Setup fee may be waived with a 3 month minimum commitment).
Mutual exclusivity. We believe it is unethical to represent competing clients in the same market area for the same services. Therefore, you shall have an exclusive right to our Facebook advertising services to your OEM brand under this agreement within a 20 mile radius of the business location for which we are targeting your paid Facebook ads. A larger exclusion zone may be available for an additional negotiated fee.
This exclusive right remains for the duration of paid services under this agreement. We reserve the right to accept non-competitive clients in your market area who are outside your industry and who offer non-competitive services.
Competing Facebook campaigns. Multiple Facebook campaigns running in the same area for the same facility may interfere with each other unless centrally coordinated. ***Most importantly***, running paid Facebook ads outside of our services (either internally or via another vendor) may result in increased ad costs as well as possible account suspension by Facebook (as it may trigger their automated fraud prevention system). Intellectual property, privacy and IndemnificationExcept as noted below, the web sites, domain names, advertising accounts, custom audiences, landing pages, images, copy, ads, tracking phone numbers, newsletters, training documents, scripts, reports, etc. that are deployed, shared, created, or used in the course of this agreement, shall remain owned and controlled by DirectFire Digital, LLC.
Your pre-existing images and sales materials, as well as Facebook pages(s) remain yours. In the case of the termination of service, the leads generated for your campaign also remain yours exclusively in perpetuity as do any mailing lists generated. Grant of LicenseYou grant us non-exclusive license to display your logo, name, images, written testimonials, video testimonials and any other intellectual property in promotional campaigns conducted under this agreement. Testimonials & Case StudiesIf you provide us with a testimonial in any format, then you also grant permission to publish and display it. In providing a testimonial, you agree that we may further create and distribute a case study that includes the testimonial for use in our marketing. A case study may reveal certain aspects of your results from our services, which includes displaying your testimonial, images, and other aspect of the campaign for that purpose. You may revoke this permission at any time in which case we shall remove it within 10 days from any systems that we control (our web site, Facebook page, etc.). HIPPA Compliance. You warrant that any content provided to us shall be free from any restrictions on public display and unlimited promotional use. This includes but is not limited to copyright, HIPPA, or other privacy regulations or laws. You provide a non-exclusive, perpetual license for such provided materials and agree to hold harmless, indemnify, and defend us and our personnel, agents, associates or principals in the case of any disputes, alleged or actual infringement, or other issues arising from the use of the content you provided.
Laws and Regulations Compliance. We will endeavor to abide by all local, professional, and state regulations regarding the providing of the service as we understand them. However, the final responsibility and risk is yours for any legal, professional, consumer, public or other adverse consequences resulting from the execution of the advertised services, and to hold us, our agents, contractors, staff, and vendors harmless against any damages or claims resulting in whole or in part, directly or indirectly, as a result of the activities under this agreement. You will be provided with access to all campaign ads and landing pages.
Best Efforts and Transparency. In the interest of building a mutually beneficial relationship, it is our policy to be transparent and pragmatic as to the expected results from your campaign. We will use our best available information to provide estimates as to the results you may expect from our services. However, due to the dynamic nature of advertising in general we cannot make specific guarantees related to quality, quantity or suitability of the leads generated, resulting return on investment, or profitability of this program. All services are provided “as is” without further warranty.
Incidental Advice. We do not provide any form of management, legal, professional, financial, tax, medical, employment or business consulting under this agreement. We do not provide IT (Internet Technology) consulting or assistance. Any advice on any of these topics given during the term of this agreement shall be deemed incidental and free advice without any warranty or commercial value.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Section titles in this document are for convenience purposes only.No WaiverThe failure to enforce performance of any provision by either party shall not affect either’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.Entire agreementAgreements in writing such as these “Terms of Service” are to protect both parties and clearly define the relationship and responsibilities of each. This agreement constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all previous agreements and understandings between the parties.
The parties agree that email is a valid notification mechanism for all activities under this agreement.These terms of services may be modified at any time with 30 days notice. The most recent version can be found at www.directfiredigital.com/terms-of-service.