Terms of Service

Terms

This Contract for Services takes effect on the date that (the RECIPIENT ) has signed or ticked the selection of service box or replied to an offer in an email containing a link to this page and Shelley's Social Media, LLC (the Business).

Payment

Shelley's Social Media LLC receives payments. We require a one-time setup fee of the service you signed up for plus 2.9% plus a $.30 payment processing charge. If you are signing up for our Lessons services, you will be charged automatically based upon the service fees listed under those services.

Term

This Contract's term shall commence on the date it is signed and continue for the term that you signed up for on the website.

Work Product Ownership

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information ("Work Product") developed in whole or in part by Shelley's Social Media, LLC in connection with the Services are the RECIPIENT' exclusive property. Shelley's Social Media, LLC shall, upon RECIPIENT' request, execute all documents required to affirm or perfect RECIPIENT' ownership of the Work Product within a reasonable timeframe.

Confidentiality

Shelley's Social Media, LLC, divulge, disclose, or communicate in any way, any information that is proprietary to the RECIPIENT. Shelley's Social Media, LLC, and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will remain in effect even after this Contract has expired. Any oral or written waiver by the RECIPIENT of these confidentiality obligations that permits Shelley's Social Media, LLC to disclose the RECIPIENT confidential information to a third party shall be limited to a single occurrence linked to the particular information disclosed to the particular third party. The confidentiality clause will remain in effect in all other situations.

I. CONFIDENTIAL INFORMATION.

The term "Confidential Information" means any information or material which is proprietary to Shelley's Social Media, LLC, whether or not owned or developed by Shelley's Social Media, LLC, which is not generally known other than by Shelley's Social Media, LLC, and which Recipient may obtain through any direct or indirect contact with Shelley's Social Media, LLC.

A. Confidential Information includes without limitation:
- Recipient records and plans
- financial statements
- customer lists and records
- trade secrets
- technical information
- pricing structure
- source code and/or object code
- copyrights and other intellectual property
and other proprietary information.

B. Confidential Information does not include:
- matters of public knowledge that result from disclosure by Shelley's Social Media, LLC
- information rightfully received by Recipient from a third party without a duty of confidentiality
- information independently developed by Recipient
- information disclosed by operation of law
- information disclosed by Recipient with the prior written consent of Shelley's Social Media, LLC
and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION.

Recipient understands and acknowledges that the Confidential Information has been developed or obtained by Shelley's Social Media, LLC by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Shelley's Social Media, LLC which provides Shelley's Social Media, LLC with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Recipient agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Shelley's Social Media, LLC. In addition, the recipient agrees that:

No Copying/Modifying. The recipient will not copy or modify any Confidential Information without the prior written consent of Shelley's Social Media, LLC.

Application to Employees. Further, the Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Shelley's Social Media, LLC.

Unauthorized Disclosure of Information. If it appears that Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Shelley's Social Media, LLC shall be entitled to an injunction to restrain Recipient from disclosing, in whole or in part, the Confidential Information. Shelley's Social Media, LLC shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
No Copying/Modifying. Recipient will not copy or modify any Confidential Information without the prior written consent of Shelley's Social Media, LLC.

Application to Employees. Further, Recipient shall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Shelley's Social Media, LLC.

Unauthorized Disclosure of Information. If it appears that Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Shelley's Social Media, LLC shall be entitled to an injunction to restrain Recipient from disclosing, in whole or in part, the Confidential Information. Shelley's Social Media, LLC shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

III. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of Shelley's Social Media, LLC, Recipient shall return to Shelley's Social Media, LLC all written materials containing the Confidential Information. Recipient shall also deliver to Shelley's Social Media, LLC written statements signed by Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

IV. RELATIONSHIP OF PARTIES.

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

V. NO WARRANTY.

Recipient acknowledges and agrees that the Confidential Information is provided on an AS IS basis. SHELLEY'S SOCIAL MEDIA, LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SHELLEY'S SOCIAL MEDIA, LLC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Shelley's Social Media, LLC does not represent or warrant that any product or Recipient plans disclosed to Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of Recipient

VI. LIMITED LICENSE TO USE

Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above.Recipient acknowledges that, as between Shelley's Social Media, LLC and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Shelley's Social Media, LLC, even if suggestions, comments, and/or ideas made by Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

VII. GENERAL PROVISIONS.

. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Wisconsin. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

IN WITNESS WHEREOF

, this Agreement has been executed and delivered in the manner prescribed by law as of the date first written above.

Electronic Signature

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Wisconsin State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.

The RECIPIENT will receive all records, notes, documentation, and other items used, created, or controlled by Shelley's Social Media, LLC during the term of this Contract.

Default

The occurrence of any of the following shall constitute a material default under this Contract:

 a. The failure to make a required payment when due.

 
 b. The insolvency or bankruptcy of either party.

 
 c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.

 

 d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

 

Remedies

In addition to any other rights a party may have under applicable law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including, but not limited to, failing to make a payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall characterize the nature of the default in sufficient detail. The party receiving such notice has ten days from the notice's effective date to remedy the default(s). Failure to cure the default(s) within the specified time period will result in the automatic termination of this Contract, unless waived in writing by the party providing the notice.

Force Majeure

If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by circumstances beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives prompt written notice of such event to the other party, then the obligations of the party invoking this provision shall be suspended to the extent required by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, rioting, or wars, as well as strikes, lock-outs, and work stoppages. The excused party shall make reasonable efforts under the circumstances to avoid or eliminate such causes of non-performance, and shall resume performance as soon as such causes have been eliminated or ceased. If an act or omission is committed, omitted, or caused by a party or its employees, officers, agents, or affiliates, it is considered to be within the party's reasonable control.

Entire Agreement

This Contract contains the entirety of the parties' Agreement. There are no additional promises or conditions in any oral or written agreements concerning the subject matter of this Contract. This Contract supersedes any prior written or verbal agreements.

Severability

In the event that any provision of this Agreement is deemed invalid or unenforceable for any reason, the remaining provisions will remain valid and enforceable. Suppose a court determines that a particular provision of this Contract is invalid or unenforceable, but that, if limited, it could become valid and enforceable. In such a circumstance, the provision will be considered limited in writing, interpretation, and enforcement.

Amendment

This Contract may be modified or amended in writing by mutual agreement of the parties, provided that the writing is signed and approved by all parties bound by the amendment.

Governing Law

This Contract shall be construed in accordance with the laws of the State of which the RECIPIENT is physically and legally registered.

 

Notice

Any notice or communication required or permitted by this Contract must be delivered in person, via confirmed email, or by certified mail with a request for a return receipt delivered to shelley@shelleyssocialmedia.com or Shelley's Social Media, LLC, P.O. Box 242 Mount Horeb, WI 53572

Waiver of Contractual Right

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to later enforce and require strict compliance with every provision of this Contract

Attorney Fees to Prevailing Party

In any action arising under this Contract or any separate action challenging the validity of this Contract, the prevailing party shall be awarded reasonable attorney's fees and costs, both at trial and on appeal.

Construction and Interpretation

The rule against construing or interpreting against the drafter is waived. The document shall be presumed to have been drafted jointly by both parties.

Early Contract Cancellation

If you (RECIPIENT) cancel before the end of your contract term, you will be charged a Service Termination Fee equal to 25% of the remaining balance. The precise Service Termination Fee amount will be determined by adding the remaining monthly payments and dividing by 25%.

Electronic Signature

Agreement of Contract

IN WITNESS WHEREOF, the parties hereto have ordered this Agreement for RECIPIENT and Shelley's Social Media, LLC, effective as of the date first above written, to be executed by their duly authorized representatives as of the date first above written.

Signatures

This contract may be signed electronically or in hard copy. If signed in hard copy, it must be returned to the Recipient for valid record. Electronic signatures count as original for all purposes.

By signing, ticking the "agree to terms" box or replying to an email containing this link, the RECIPIENT agrees to the terms and provisions of this agreement.

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Terms of Service

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Shelley's Social Media, LLC

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Even though we serve the entire nation of the United States, we have current business in Wisconsin, Illinois, Minnesota, Michigan, Indiana, Kentucky, Tennessee, Georgia, Florida, Colorado, Nevada, Oregon, Washington, California and Texas.

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