1. Services.

1.1. Description of Work. Service Provider shall provide the following marketing services to Client (the “Services”): Service Provider services. In addition, Service Provider shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties. We understand that your needs may evolve over time, and we're open to adjusting services as needed.

1.2. Timeline. Service Provider’s engagement with Client under this Agreement shall be effective on the date hereof, and the timeline will follow as outlined to Client in previous written/verbal communications. The timeline will be mutually agreed upon by both parties.

1.3. Compensation. In consideration for the full, prompt, and satisfactory performance of the Services to be rendered to the Client, Client shall pay Service Provider __________ per __________. Payment is required before work can begin and is due upon receipt of Service Provider’s invoice. In the event of one-off projects, Service Provider may request a deposit which must be paid before work can begin. The deposit is Non-refundable.

1.4. Communication Obligations. Maintaining open lines of communication is essential for our collaboration, so we'll be in touch through calls, texts, and emails to discuss your content, share insights, and ensure a seamless process. Ideally, we prefer to meet for 30 – 60 moments weekly or bi-weekly if your schedule accommodates it. Your timely feedback and approval will help us authentically represent your voice and expertise, ultimately bringing your vision to life. A swift turnaround on approvals and feedback keeps the development process on track and allows us to finalize your content more quickly.

1.5. Right to Revision. Client shall be allowed to examine the final products once received and shall do so within three (3) days after the receipt of the final products. In the event that Client discovers any problems, shortcomings, errors, or other nonconformance of the services, Client shall notify Service Provider within two (2) days after completion of the services or discovery of the problems, whichever is sooner. Failure to notify Service Provider by such date shall constitute an acceptance of Services. In the event the services do not meet the standards of this contract, Client may at its option: request one revision of the product provided; gratis revisions may be provided at the determination of Service Provider. The above shall be the sole remedies of Client and only obligations of Service Provider with respect to any Services. We wholeheartedly welcome any changes you'd like to make, but please understand that we cannot be held responsible for delays caused by late feedback or approval.

1.6. Client Communication Obligations. Service Provider hereby understands and acknowledges that time is of the essence with respect to Service Provider’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required. If it becomes apparent that the Services will not be completed in accordance with the milestones agreed upon for good reason, then Client may grant such an extension of the time for completion as it thinks fair and reasonable to take account of the reasons for the delay.

1.7. Social Media Credentials. If you’ve asked us to manage a social account on your behalf, we’ll employ your login credentials. Which we expressly use only for the purposes outlined in the proposal, which may include engaging with audiences in public forums and private groups, posting content, optimizing your profile, and tracking analytics and metrics. If you’d like us to handle anything beyond these tasks, such as responding to messages on your behalf, we require your express permission and direction. As part of our services, which include social media management and content creation, Client may provide Service Provider with login information for certain platforms. Service Provider shall maintain the confidentiality of all such information and will use the information solely for the purpose of performing the Services as expressly outlined in this Agreement, the attached proposal, or as expressly directed by Client in written or verbal communication. Upon termination of this Agreement, Service Provider shall promptly destroy any such login information. In the event Client elects not to provide such information, Service Provider shall not be liable or responsible for maintaining the publication schedule, monitoring analytics, or any other related tasks.

1.8. Expenses. From time to time throughout the duration of this Agreement, the Service Provider may incur certain expenses that are not included as part of the Fee for the Services to this Agreement. Such expenses shall be borne by Service Provider and reimbursed by the Client if they keep an exact record of any and all expenses acquired while performing the Services. The Service Provider will submit an invoice itemizing each expense, along with proof of purchase and receipt, with the invoice/ such expenses borne by the Service Provider shall not be paid for by the Client.

2. Terms and Conditions.

2.1. Service Limitations. For clients who receive social content without our account management services, please be aware that you are responsible for posting and measuring your own content, as we cannot control the publication schedule or monitor analytics without account access. If our collaboration extends to other content types like articles or books, while we don't maintain relationships with publishers, we're more than happy to pitch your content upon discussion, as it may be considered an additional service. In either event, content is considered delivered – and therefore the obligation of the service provider met – upon Client approval. Service Provider shall not publish any content created on behalf of Client to any platform, including but not limited to social media or traditional publishers, without obtaining the prior approval of Client. Upon providing approval for Service Provider to publish content, Client releases Service Provider from any liability and waives any right to hold Service Provider responsible for any loss, damage, or other issues that may arise as a result of the publication of the content. All Services shall become the property of the Client, who shall thereafter bear the risk of their accidental loss or damage. It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for the Client’s business are met. Such legal requirements, the responsibility of the Client, include but are not limited to, ensuring that claims on advertising and graphics are true, accurate and may be legally stated, and ensuring all products and product sales are lawful.

2.2. Independent Contractor. Independent Contractor. The Parties agree and acknowledge that the Service Provider is an independent contractor and is not, for any purpose, an employee of Client. The Service Provider does not have any authority to enter into agreements or contracts on behalf of Client, and shall not represent that it possesses any such authority. The Service Provider shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Service Provider in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.

2.3. Intellectual Property. Once the content is delivered, approved, and paid for, the ownership rights will be fully transferred to you, giving you complete control over your brand's assets. Everything we create while providing our services remains your exclusive property, and you're free to use it without any restrictions. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that Client is deemed to be the author and is the owner of all copyright and all other rights. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade dress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Agreement shall become the property of the Client. The Service Provider understands that the aforementioned is shall be the sole property of the Client. The Client’s use of the Intellectual Property shall not be restricted in any manner. The Service Provider may not use the Client’s Intellectual Property for any purpose other than contracted for in this Agreement unless the Service Provider has written consent from the Client. The Service Provider shall be responsible for any damages resulting from any unauthorized use of the Client’s Intellectual Property.

2.4. Termination. If there's a delay in payment, work may be temporarily paused until it's processed. For monthly programs: We're understanding of unforeseen circumstances but may need to adjust your program's schedule or scope accordingly. If you anticipate pausing or no longer needing our services, please let us know at least two weeks in advance, if possible. For one off programs: contracts terminate upon completion of services outlined above. If you decide to terminate your contract, we'll immediately hand over your content as is. Deliver to the Client all work, whether complete or incomplete and all materials, provisions, tools provided for the Service Provider’s use by the Client. Any credentials or passwords that you’ve shared with us (or that we've set up in your name with your permission) will also be promptly turned over to you and removed from our system.

2.5. We Respect Your Confidentiality. For us to effectively manage your content, it's essential that we build a relationship based on openness and trust. We want to represent you authentically, so it's important for us to understand your goals, challenges, and any potential reputation issues. Rest assured that everything you share with us, from anecdotes and passwords to personal details, will remain strictly confidential. We won't share any information with anyone outside our company unless you've given us your explicit consent. Service Provider acknowledges and agrees that, in the course of performing the Services, they may be privy to confidential information pertaining to the Client's business, including without limitation information about business operations, strategies, clients, software, documentation, finances, and other sensitive information. Service Provider agrees not to disclose such confidential information, directly or indirectly, to any third party or to use such information for any purpose other than the performance of the Services, without the Client's prior written consent, except where such disclosure is required by applicable law. b. It is agreed that disclosing the fact of Service Provider's working relationship with the Client does not constitute confidential information unless the Client specifically requests for it to be treated as such in writing. Client may provide written or verbal permission to Service Provider to disclose specific information to third parties, such as when interviewing contributors for a book they are writing. Likewise, Service Provider will require written or verbal permission from Client to disclose Service Provider's confidential information to a third party.

2.6. Please Respect Our Confidentiality. In the same spirit of trust, we kindly ask for your discretion regarding the details of our processes. While we don't claim to have discovered the ultimate secret to the perfect content strategy, we still take pride in our approach and wouldn't want to inadvertently give away our valuable insights.

2.7. Non-Exclusivity. Both Parties to this Agreement acknowledge and agree that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities. Service Provider shall be free to continue working for and taking on new clients, without regard to the Client. The Service Provider need not obtain Client approval for any such work. Likewise, the Client can hire additional Service Providers and does not need the Service Provider’s approval to do so.

2.8. Warranties. Both parties will notify each other of any circumstances from time to time which may prevent the Service Provider from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; Any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against either party or which may result in any adverse publicity for the either party; The Client shall, without limiting any right or remedy of the Client, promptly report to the Service Provider any defects in the Service Provider's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Client.

2.9. Indemnification. We, at ReadWrite Strategies, and you, our Client, agree to mutually indemnify and hold each other, as well as our respective affiliates, agents, officers, and employees, harmless from any reputational issues, claims, liabilities, damages, losses, penalties, punitive damages, expenses, and any arising reasonable legal fees and costs of any kind or any amount that may arise during the duration of, or related to, our work together. When you approve any piece of content, meaning you have confirmed that no edits are needed and that you’re comfortable proceeding to publication, you release our company from any legal, ethical, or moral responsibility as a result of publication or the statements expressed therein. Service Provider and Client agree to indemnify and hold each other, as well as their affiliates, agents, officers, and employees, harmless from any and all claims, liabilities, damages, losses, penalties, punitive damages, expenses, and reasonable legal fees and costs of any kind or amount that may arise during the duration of, or related to, this Agreement and the Services provided herein. Each party's indemnification obligations shall survive the termination or expiration of this Agreement. The indemnifying party shall promptly notify the other party in writing of any claim or suit for which the indemnifying party seeks indemnification, and the indemnified party shall have the right to participate in the defense of any such claim or suit at its own expense.

2.10. Force Majeure: Neither party shall be in default if failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, strikes, labor disputes, governmental demands or requirements, pandemics, or similar forces. In such cases, the timeline for performance of the impacted obligation shall be extended as necessary to allow complete performance once the cause of delay has been removed.

2.11. Governing Laws and Dispute Resolution. This agreement will be guided and interpreted based on Texas laws. If any disagreements arise during our collaboration, we'll first try to resolve them through mediation, following Texas laws. In case mediation doesn't bring us to a resolution, we both agree to take the matter to arbitration, adhering to the relevant rules and procedures in Texas. In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the Service Provider's address. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Texas. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees and court costs. The Parties agree that this Agreement shall be governed by the state and/or country in which the Service Provider is located. For these purposes, the Service Provider is located in Texas. Any court proceedings related to this Agreement must be held in this location.

2.12. Amendments and Provisions. This document represents the complete understanding between us regarding our collaboration and takes precedence over any previous agreements, whether written or spoken. If we need to make any changes to this agreement, we'll do so in writing and make sure both of us sign off on them. Neither of us can transfer our rights or responsibilities from this agreement without the other's written approval. If a court finds any part of this agreement unenforceable or invalid, the rest of the agreement will still stand and remain in effect. Notices or demands required or permitted by the terms of this Agreement or the Agreement will be given in writing and delivered to the Parties by email. E-mail notifications will be sent to the Client at the e-mail address provided to the Service Provider and to the Service Provider at the e-mail address provided to the Client. This Agreement constitutes the entire agreement of the parties and supersedes any and all preceding and contemporaneous agreements between the Parties.Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. Amendment. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.