SOCIAL MEDIA SERVICES AGREEMENT

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We are so excited to begin our project! 

This Social Media Services Agreement (this “Agreement”) outlines how we will work together, letting you know what to expect every step of the way while keeping us both legally protected. As we prepare for our collaboration, please read and fully review this entire Agreement before signing.  This Agreement is meant to provide you with a complete understanding of what our collaboration will look like for the duration of our partnership. Let’s begin!

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*Note about the names: If you or the client do not have businesses, you would just put your name here.*

Halehaven Media, LLC

Known as “Social Media Agency,” “Agency,” “we,” “us,” “our”

And

[Client/Company Name]

Known as “Client,” “you,” “your”

The Agency and the Client will collectively be referred to as “Parties,” and each individually as a “Party.” 

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Done For You Reels Package, which includes:

[✓] 10 Reels total (delivered in one batch with strategic captions)
[✓] Custom Reel Concepts, Scripts + Shot Lists
[✓] Strategic Hashtag Suggestions
[✓] 1 Round of Revisions per Reel
[✓] Delivery within 1 week of receiving your clips
[✓] Optional Add-On: 2 Weeks of Slack Support for $100

1. One-Time Services: The Client agrees to pay a one-time fee of $259 for the Done For You Reels Package as detailed in the "Services” section above. Payment as detailed on the Invoice is due in order to secure the project start date on our calendar.
2. Additional Services: Client acknowledges and understands that any work agreed to and provided outside of or in addition to those services listed in the “Services” section above will be billed to Client at our Hourly Rate of $[Amount] per hour.
3. Expenses: All expenses not included in the fixed service fees, particularly those incurred in delivering the specified services, must be pre-approved by the Client. Such expenses may include, but are not limited to, software subscriptions for scheduling and hashtag research tools, travel expenses for in-person site visits, and any other costs directly related to the provision of services.
4. Expense Reimbursement: The Client agrees to reimburse us for all pre-approved expenses, in addition to any applicable taxes and fees, within [15] days from the invoice date ("Due Date").
5. Travel Fees and In-Person Service Rescheduling: For services requiring Agency personnel to travel, the Client will be responsible for covering all travel-related expenses, agreed upon in advance. In the event of needing to reschedule any in-person services, the Client must notify the Agency at least [Number] days in advance. A rescheduling fee of $[Amount] will be applied if the notice is given less than [Number] days before the scheduled service.
6. Late Payment and Non-Payment. Failure to make final payments on time may result in project delays. The Agency reserves the right to refuse completion or delivery until full payment, including late fees, is received. Payments received more than [3] days beyond the Due Date will incur a late fee at an annual rate of 18%, equivalent to approximately 0.05% per day on the outstanding amount. If outstanding fees are not paid within [7] days following a written notice of delinquency, the Agency reserves the right to pause all work and suspend services until full payment is received.
7. Taxes. Each party shall be responsible for their own respective taxes arising from activities under this Agreement. The Client is responsible for any applicable sales, use, and excise taxes related to the purchase of services provided. The Agency shall be responsible for all taxes owed on income generated from the provision of services.
8. Additional Work. Any services requested beyond those specified in this Agreement will be billed at an hourly rate of $[Amount], or a project rate agreed upon before the commencement of the additional work.

To ensure your Reels are aligned, on-brand, and delivered on time, we’ll need the following before your project officially begins:

Completed Intake Form + Brand Questionnaire
This helps me get to know your voice, offers, goals, and audience so your content is strategic and aligned from the start.

Brand Assets
Please provide your logo (if applicable), brand colors, font preferences, and any visual guidelines you’d like me to follow.

Any Relevant Brand Photos or B-Roll
Have existing video clips or on-brand visuals you want me to use in your Reels? Send those over—we’ll put them to good use.

Your Filmed Reel Clips
You’ll have two weeks to film and submit the raw footage based on the shot lists I provide. You’ll receive specific instructions for each concept inside your custom dashboard.

Prompt Communication + Feedback
Timely responses to approvals, feedback requests, and questions help keep your Reels on schedule and aligned with your vision.

No platform logins or account credentials are required — you’ll handle uploading your content once it’s delivered.

5.  Agency Responsibilities. As your Social Media Provider, we care deeply about providing quality Services.  Under this Agreement, we will:

1. When needed and at our discretion, designate employees, team members and/or independent contractors that we determine to be capable of producing the Deliverables to assist in the Project.
2. Follow generally recognized industry standards and provide the Services in a timely, efficient, and professional manner.

6.  Schedule, Deadlines + Revisions. To ensure our Project runs smoothly, the Parties agree to the following:

1. Project Materials Submission: Client must provide all necessary Project Materials to us no later than [14] days before the projected Start Date. Should we not receive the Project Materials within this time frame, your project will be subject to delays including rescheduling the start date to our next available time, including a rescheduling fee as outlined below in our Pause Clause.
2. Approval + Feedback Cutoff: When content is provided to Client for approval, Client shall respond within [48] business hours with approval or feedback. 
3. Revisions: This project includes [1] round of revisions for each deliverable, allowing up to [1] hours per round to accommodate your feedback and adjustments.
4. Additional Revisions: Requests beyond the included rounds or exceeding the allocated time will be billed at $75 per hour. Excessive changes may affect project completion timelines.

7.  Pause Clause (Applicable to Day Rate or Project-Based Services): Should circumstances require pausing the project (e.g., illness, emergency, or delayed provision of client materials, etc.), we reserve the right to temporarily halt progress. The project will resume based on our availability, and a rescheduling fee of $100 may apply if the pause is initiated by the client.

8. Creative Approach. The Client acknowledges the Agency's unique creative style, which is informed by current trends, technologies, and techniques. By entering into this agreement, the Client confirms familiarity with the Agency's body of work and agrees that the deliverables provided will reflect the Agency's distinct stylistic body of work and experience.

The Client is responsible for thoroughly reviewing all final deliverables for accuracy and completeness. While the Agency will consider the Client's preferences and suggestions, the Agency retains the discretion to apply its professional judgment and expertise to achieve the best outcomes, which may involve deviating from the Client's initial suggestions.

9. Refunds + Cancellations. Based on the customized and personalized nature of this Project, no refunds will be issued for this Project.  If you cancel the Project prior to the work being completed, we reserve the right to retain all payments made up to the cancel date and bill for the balance of any additional work. If you cancel prior to the Project start date, we reserve the right to retain the initial non-refundable payment due to allocation of our resources and the time reservation on our calendar.  We reserve the right to issue any pro-rata refunds for work not yet performed at our sole discretion.

10.  Intellectual Property Rights + Content Ownership. This section of the Agreement outlines the ownership and use of intellectual property (IP) created or used during the term of this Agreement. Understanding and respecting IP rights is crucial in social media management to ensure both parties' assets are legally protected and properly utilized.

Each Party retains ownership of its pre-existing IP, including logos, brand elements, photographs, and trademarks. The Agency and the Client commit not to infringe upon or misuse the other's pre-existing IP, except as necessary for the Agency to provide the agreed-upon Services.

The Client guarantees that all materials provided to the Agency (text, images, artwork, designs, etc.) are either owned by the Client or the Client has permission to use them. The Client agrees to indemnify the Agency against any claims of IP infringement related to these materials.

The Agency may, from time to time, utilize third-party content, including but not limited to stock images, templates, fonts, and music, in the creation of content for Client. Client acknowledges that it may be required to directly license and pay for certain third-party content and agrees to promptly obtain and maintain such licenses at its own expense.

Content created under this Agreement is deemed a work made for hire, with all copyrights and ownership rights automatically assigned to the Client upon creation.

11. Use of Work for Promotional Purposes. The Client grants the Agency a limited, non-exclusive, royalty-free license to use any work produced under this Agreement, including but not limited to digital content, graphics, campaign materials, and analytics reports ("Work"), for the Agency's promotional, marketing, and portfolio purposes. This includes the right for the Agency to display, reproduce, and distribute the Work in any of the Agency's promotional channels, such as websites, social media accounts, presentations, case studies, and marketing materials.

12. Confidentiality. Both the Agency and the Client recognize and acknowledge the importance of maintaining the confidentiality of each other's proprietary information and trade secrets ("Confidential Information"). For the purposes of this Agreement, Confidential Information includes, but is not limited to, unpublished business strategies, marketing plans, project details, financial data, operational procedures, client lists, and any other data or information that is treated as confidential by either Party.

The Agency and the Client hereby agree not to disclose, disseminate, or use any Confidential Information belonging to the other Party for any purpose outside the scope of this Agreement, except with the prior written consent of the owning Party. Both Parties commit to taking all reasonable precautions to protect the other's Confidential Information from any unauthorized disclosure and to treat it with the same level of protection as it treats its own confidential data, but in no case less than reasonable care.

Access to Confidential Information shall be limited to personnel or subcontractors who require such access in connection with providing or receiving services under this Agreement and who have agreed to be bound by similar confidentiality terms.

If either Party is legally compelled to disclose any of the Confidential Information, that Party will give the other Party prompt written notice of such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this clause.

Upon termination of this Agreement, or at the other Party's request, each Party shall promptly return or destroy all materials containing the other's Confidential Information, except for copies that are required to be kept for legal, regulatory, or compliance purposes.

The obligations of confidentiality shall survive the termination of this Agreement

13. Independent Contractor Status. Our working relationship with you is one of an Independent Contractor and is not to be misconstrued as formal employment or a business partnership in any venture.  

Both Parties understand and agree that the Independent Contractor is solely responsible for:

1. Deciding how and when we work on the Deliverables.
2. Determining which tools we use and the creative and strategic process we follow.
3. Hiring employees, subcontractors, or other representatives to assist in providing the Services.
4. Directing, overseeing, and controlling how our representatives provide the Services and produce the Deliverables. 
5. Paying all necessary taxes and handling withholdings where applicable according to the tax information you may provide to us.
6. Providing workers’ compensation, unemployment, and other employee benefits, where applicable.

We further understand and agree that we:

1. Are not entitled to any of the benefits of an employee.
2. Do not have and may not present ourselves as having the authority to enter into contracts on behalf of the Client.
3. May not make any agreements or representations on your behalf without your prior written consent.
4. Must comply with all applicable laws and regulations in providing the Services.
5. Are responsible for our own business expenses unless otherwise agreed to by both parties in writing.

14. Other Business Activities. The Client acknowledges that the Agency is free to engage in other business activities and provide services to other clients, including those considered to be direct or indirect competitors of the Client. This Agreement does not restrict the Agency's ability to conduct business or offer its services broadly.

In maintaining a professional relationship with the Client, the Agency shall safeguard all proprietary information of the Client and not use such information for the benefit of any competitor. Further, the Agency shall notify the Client of any potential conflicts of interest that arise from working with other clients.

15. Office Hours + Communication. We are generally available from Monday-Friday 10 a.m. to 4 p.m. CST.  All communication for this Project will be done through email correspondence with [email protected].

16. Amendments. If modifications or amendments to this Agreement are deemed as necessary, they will only be accepted if submitted in writing and agreed upon by both Parties.

17. Binding Arbitration. In the event there is a dispute between the Parties that cannot be brought to an amicable mutual understanding, the Parties understand and agree that such dispute will be handled through binding arbitration in alignment with the rules of the American Arbitration Association. The Parties understand that they will be bound by any decision rendered by the arbitrator and/or arbitration proceedings. The arbitration itself will be held in [insert your County, State]. If the arbitration is unable to move forward in the designated jurisdiction, the Company will unilaterally elect another venue for the arbitration. The Parties will equally share in the costs and expenses of arbitration and any related proceedings.

18. Choice of Law. This Agreement and the Parties’ relationship are governed by the laws of State of Minnesota. In the event of conflicting laws, the laws of Minnesota will control.

19. Limitation of Liability. We are in no way liable to you or any other third party for any and all damages including, but not limited to, loss of use, revenue, value, or profit; loss of data; or punitive or exemplary damages or those resulting from negligence relating to this Agreement, regardless of whether we were advised of the possibility of such damages, the foreseeable nature of the damages, and the legal or equitable theory upon which the claim for damages is based.

This Limitation of Liability provision does not purport to affect any liability that cannot be excluded or limited under the law.

20. Maximum Damages. Our entire maximum liability and your sole remedy for any actions or claims will be limited to the actual amount paid by you to us under this Agreement.

21. Notice. In the interest of simplicity, notices may be provided to both Parties through email. Notices will be considered as issued and received at the time of delivery if sent to the email address which is listed in the signature block of this Agreement during the Agency’s normal business hours, or on the next business day if sent after the Agency’s normal business hours.

22. Severability + No Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court with jurisdiction, all other provisions set forth in this Agreement will remain valid and enforceable. By failing to enforce any right or provision of this Agreement, we are not waiving the right or ability to enforce the same rights or provisions in the future. Any right or provision in this Agreement will only be considered waived if done so in writing by an authorized representative of the Agency.

23. Force Majeure. For any failure or delay by the Agency in providing the Services in a timely manner, or in performing any other term of this Agreement, caused by or resulting from acts or circumstances beyond our reasonable control, we will not be liable or responsible to the Client and will not be considered a breach of this Agreement.  Such acts or circumstances beyond our reasonable control could include, without limitation, acts of God, fire, flood, earthquake, natural disasters, cyber-attacks, terrorism, revolution, insurrection, civil unrest, national emergency, epidemic, pandemic, labor disputes, supply chain restraints or delays in obtaining suitable materials, materials breakdown, telecommunications breakdown, or power outage.

24. Transfer + Assignment. You may not transfer or assign any of your rights under this Agreement to any third party without the express written consent of the Agency.

25. Entire Agreement + All Rights Reserved. In concluding this Agreement, you understand and acknowledge that this Agreement constitutes the final agreement and supersedes all previous conversations, understandings, and agreements. The Agency reserves any and all rights not expressly granted in this Agreement.