We are excited you have chosen DEFCON creative for your Digital Marketing needs, and we are grateful you are trusting us with the care and growth of your brand.  We pride ourselves on clear communication and delivering on expectations, so please read this agreement in full before continuing to the signup page.  This constitutes our "SCOPE OF WORK"  under this ongoing package, however any additional work requested will be be billed based current rates and you will be notified IN WRITING before work begins that would trigger additional billing.

​

INSTAGRAM MARKETING

This package includes our Semi Autonomous Instagram growth tools.  This system allows us to do the following:

- Send direct messages to new followers,

- Send direct messages to existing followers, and other Instagram users based on multiple factors such as location, posting habits, and other demographics

- Comment other Instagram users based on multiple factors such as location, posting habits, and other demographics

- Like other Instagram users’ posts based on multiple factors such as location, posting habits, and other demographics

- Follow/Unfollow other Instagram users based on multiple factors such as location, posting habits, and other demographics (this tool is used sporadically and not recommended for accounts over 25k followers)

- View stories of other Instagram users based on multiple factors such as location, posting habits, and other demographics

- Respond to Direct Messages

- Schedule Posts

 

Instagram does not support automation tools and as such this is not a “Bot” program.  This system allows human directed activities to occur on Instagram without utilizing the Mobile application and thereby allowing more actions to be taken on the Application than would otherwise be possible.

 

In order to avoid violating Instagram’s Terms of Service and a risk potential loss of your account, our system does have intermittent “cooling periods” where no actions will be taken on your account.  These are randomized periods and typically occur between 11pm and 6am PST, but the exact times can vary.  

 

While our clients all have experienced growth in terms of followers and engagement utilizing this program, due to the constantly changing nature of Instagram’s rules and algorithms we do no guarantee or imply any specific results from this program. Additionally, due to the ever changing and arbitrary nature of Instagram's terms of service, we are not liable for any termination or loss of access to your account that may arise as a result of of our actions on your behalf.  Instagram is a private company with a biased opinion and has a history of blocking or reject accounts that they believe to be "harmful" even though there is no concrete definition of what that means.

 

POSTING/COMMENTING/MESSAGING

This package includes 1 daily posting of Curated content to your Instagram account.  The content used is stock photography, memes or photos & video supplied by you.  You agree that you own the rights to or have written permission from the owner to use any photographs, video or audio content you supply.  We are not responsible for any copyright violations that arise from content you provide.  We will make a minimum of one daily post to your Instagram account complete with caption and appropriate hashtags.  These posts may be prescheduled using our system or manually posted using the app.

 

We will also respond to comments and Direct Messages on your behalf during regular business hours.  Due to certain limits on activity within Instagram and the nature of Instagram algorithms, not every comment or Direct Message sent to your account will receive a response.  However, this increased level of engagement will help your account to grow organically.

The ability to share “stories” on Instagram is a powerful tool for engagement and to show less curated content and behind the scenes of your brand.  We may occasionally post to your story, however this is an opportunity for you stay engaged on your profile.  Continue to post content on your Instagram story as often as you feel necessary.

 

FACEBOOK

This package includes Facebook page management and posting services.  The content used for posting is stock photography, memes or photos & video supplied by you.  You agree that you own the rights to or have written permission from the owner to use any photographs, video or audio content you supply.  We are not responsible for any copyright violations that arise from content you provide.  We will make a minimum of one daily post to your Facebook account complete with caption and appropriate links.  These posts may be prescheduled using our system or manually posted using the app and may mirror posts to your Instagram Account.  Due to the ever changing and arbitrary nature of Facebook's terms of service, we are not liable for any termination or loss of access to your account that may arise as a result of of our actions on your behalf.  Facebook is a private company with a biased opinion and has a history of blocking or reject accounts that they believe to be "harmful" even though there is no concrete definition of what that means.

 

We will also respond to comments and Facebook Messages on your behalf during regular business hours.  Due to certain limits on activity not every comment or Facebook Message sent to your account will receive a response.  However, this increased level of engagement will help to increase your message response rate and overall rating on Facebook.  In order to accommodate messages after hours or for routine matters, we will build and deploy a Facebook chat bot to your page and website to help answer FAQ’s and create additional subscribers.

 

The ability to share “stories” on Facebook is a powerful tool for engagement and to show less curated content and behind the scenes of your brand.  We may occasionally post to your story, however this is an opportunity for you stay engaged on your profile.  We recommend you post content to your Instagram story and have it post through to your Facebook page.

 

FACEBOOK ADS

Facebook ads can be an effective way of creating new customers or encourage existing customers to return to your website using the Facebook pixel and retargeting opportunities.  If applicable and requested, we will create and manage 1 Facebook ad campaign per month with ad costs being approved and paid by you.  Please note that due to Facebook ad restrictions, not all companies will be able to use Facebook ads.

 

GOOGLE ADS

Google ads can be an effective way of creating new customers or encourage existing customers to return to your website using the Google pixel and retargeting opportunities.  If applicable and requested, we will create and manage 1 Google ad campaign per month with ad costs being approved and paid by you.  Please note that due to Google ad restrictions, not all companies will be able to use Google ads.

 

SEO (SEARCH ENGINE OPTIMIZATION)

There are many pieces to a local search engine optimization campaign. Many of the pieces involve technical SEO on a website. Technical SEO is the practice of ensuring your website can be crawled easily by Google. As a result of being the largest search engine in the world, Google crawls millions of websites a day due to the nature of the internet. Because of this, your website needs to be search engine friendly. These are little things such as: 

• Optimizing your website’s pages (refreshing old content) 

• Ensuring your website is optimized for keyword searches

• Creating and optimizing title tags, meta tags, and much more 

 

Most of our SEO packages cover everything from an On-Page SEO standpoint. Each of our local SEO campaigns contain a extensive amount of technical work done to a website. In the first month of using our SEO services, you can expect from an On-Page SEO standpoint: 

• 1 Weekly Blog Creation (350-750 words)

• Title Tag Optimization (20 titles)

• Meta Description Optimization (20 meta descriptions)

• Meta Keyword Optimization (20 meta keywords)

• Domain Redirect Optimization

• sitemap.xml check and fix

• Broken Link Repair

 

Search engine optimization is a complex process that includes many pieces to a puzzle. Although adding content to your website is very important, it is equally as important to get your content seen offside of your website. By strategically placing your content on other websites, social media profiles, publications, and guest blogging sites – it positions your website for higher authority. 

 

A strategic off-page SEO campaign can carry large benefits for your website. This process takes time and patience but is worth the work in the long run. In many of our SEO campaigns, the DEFCON team ensures to acquire backlinks for our clients that are relevant and beneficial to the user. Here are a few ways the DEFCON team acquires backlinks for your business: 

 

Guest Blogging: many websites will actually allow you to publish content on their website. When you do this, not only do you get to prove your expertise – but you receive contextual backlinks giving you a significant rankings boost. 

 

Using Press & Media: publications may want to cover your business effectively giving you a link. When a publication mentioned your business in an article you receive a contextual link in the article, This is beneficial to your website because Google trusts these sources and associates your website with “popularity”.

 

Social Media: by having an active social media account, your rankings will increase. Google uses social signals as a direct ranking factor, a website that is not being mentioned on social media will not rank as opposed to a website that is being shared. By using RSS feed technology the DEFCON team can effectively share your content to social media.

 

EMAIL MARKETING

Building, maintaining and utilizing an email list is a vital when marketing to new customers and creating rapport with existing ones.  Under this package DEFCON will help integrate an email subscription program of your choice and at your cost (we recommend mailchimp), create content, and push 1 weekly email to list subscribers.

 

ONBOARDING

Once you sign up for the package, we will begin the onboarding process which includes getting various logins, creating administrator roles, gather content and verification of systems in place.  A such, there may be a delay of 1-2 weeks between signing up for the program and the first marketing content being delivered.  Rest assured we will stay in communication during this time, and are working to deliver the best results for your brand possible.

 

PAYMENT AND CANCELLATION

The fee for this package is $997 every 2 weeks and is paid via automatic credit card deduction or ACH draft.  There is no long term contract involved, however we do request that you provide us with a 60 day Cancellation Notice.   Content creation is a process and many of the social media posts, emails and blogs are created well in advance of them being posted.  This cancellation notice will give us time to publish the content already created and wind down additional content creation.  We strive to provide the best possible service, and if you are ever unhappy with our work, please let us know!

 

LEGAL

Article 1 - DEFINITIONS:

As used in this Agreement:

A) "Services" shall be used to refer to the following specific services that the Service Provider will provide to the Client under the terms and conditions set forth Above

B) "Commencement Date" shall be used to refer to the date the Service Provider begins work on the Services for the Client.

C) "Completion Date" shall be used to refer to the date that the Service Provider will complete or cease the provision of Services to the Client. The Completion Date is currently unknown, and for the purposes of this Agreement, will mean the date in the future that the Service Provider has completed the rendering of all services to the Client.

D) "Fees" shall be used to refer to the payment Client will pay to Service Provide for the rendering of the Services. Specifically, the fees shall be as follows:

$997 (nine hundred ninety-seven dollars), as a fixed fee for all Services rendered per the scope of work above.

Article 2 - AGREEMENT:

Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to render the Services to Client, beginning on the Commencement Date and ending on the Completion date, and Client agrees to pay Service Provider the Fees required for the Services.

Article 3 - LOCATION:

Service Provider will render the Services anywhere the Service Provider considers appropriate to the type and nature of the work required to complete the Services.

Article 4 - SUBCONTRACTORS

The Service Provider shall be permitted to use subcontractors in the provision of Services to the Client. The Service Provider shall be responsible for the work of a subcontractor whose work shall be undertaken to the same standard as required by this Agreement. However, the Parties acknowledge and agree that some subcontractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. For example, without limiting the generality of the foregoing, a subcontractor may have more restrictive wording as to the standard it will meet in work it performs (as to timing or quality), what is to happen if that standard is not met, and the restriction and exclusion of liability. Where the terms and conditions of a subcontractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a subcontractor will be governed by the terms and conditions of the subcontractor rather than the provisions of this Agreement.

Article 5 - STAFF OR EMPLOYEES:

The Service Provider may use any staff or employees that the Service Provider deems fit and capable in the provision of the Services to the Client.

Article 6 - FEES:

The Client agrees to pay the Service Provide the required Fees, as outlined elsewhere in this Agreement, for the provision of the Services, subject to the following terms and conditions:

A) Invoice Interval: The Service Provider will be entitled to invoice the client at the following time period: every 2 weeks.

B) Invoice Period: The Client shall have the following time period in which to pay the Service Provider's invoice:

Due on reciept

C) Method of Payment: Service Provider will accept the following forms of payment:

Automatic Credit Card or ACH withdrawal

D) Expenses: The Service Provider is responsible for the management and payment of any and all expenses incurred in the rendering of the Services and is not permitted to charge is any such expenses back to the Client.

E) Penalties: If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider shall be entitled to:

I) require Client to pay for the Services, or any remaining part of the Services, in advance;

II) cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion.

F) Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client or Service Provider shall be the sole and exclusive responsibility of each, respectively.

Article 7 - CLIENT OBLIGATIONS:

During the provision of the Services, the Client hereby agrees to:

A) Cooperate with the Service Provider for anything the Service Provider may reasonably require;

B) Provide any information and/or documentation needed by the Service Provider relevant to the provision of Services or payment for the provision of Services;

C) Require any staff or agents of the Client to co-operate with and assist the Service Provider as the Service Provider may need;

Article 8 - INTELLECTUAL PROPERTY:

In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property ("Created IP"), including, but not limited to, plans, drawing, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by the Service Provider in connection with the provision of Services to the Client shall belong to the Client.

Any intellectual property provided by the Client to the Service Provider to assist in the provision of Services, that was not created by Service Provider pursuant to this Agreement, shall belong to the Client. Any ancillary intellectual property belonging to the Service Provider, provided or shown to the Client in any way, that was not created by the Service Provider pursuant to this Agreement, shall belong to the Service Provider.

Article 9 - CONFIDENTIALITY:

Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into a business relationship, through which they will each have access to the other party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

A) Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

II) is already known, through legal means, to the Receiving Party;

III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or

V) is developed independently by the Receiving Party and the Receiving Party can show such independent development.

B) "Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.

C) Both Parties hereby agree they shall:

I) Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties' relationship with each other;

II) Not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years following the termination of this Agreement;

III) Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;

IV) Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

Article 10 - COMPETITION

The Service Provider (and/or their employees, agents, representatives) shall be free to provide services or engage in any form of activity (including, but not limited to, any business, investment or financial activities) whether for themselves or on behalf of or to other organizations, companies or individuals who are or are potentially direct or indirect competitors of the Client.

Article 11 - WARRANTIES:

The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

Article 12 - LIMITATION OF LIABILITY

Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Service Provider.

To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.  This includes but is not limited to the loss of access to social media accounts due to violations of terms of services.

Article 13 - INDEMNITY:

Client hereby agrees to indemnify Service Provider, and all of Service Provider's agents, employees, and representatives against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Services rendered this Agreement or any transaction or matter connected with the Services or the relationship between Service Provider and client. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.

Article 14 - TERMINATION:

A) This Agreement may be terminated be either party, upon notice in writing:

I) if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;

II) if the other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;

III) if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties.

B) This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven (7) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.

If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the rendering of Services prior to the date of termination.

Any termination of under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.

Article 15 - RELATIONSHIP OF THE PARTIES:

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific Services by the Service Provider to the client under the terms and conditions herein.

Article 16 - GENERAL PROVISIONS:

A) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Texas and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Texas. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

B) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

C) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

D) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

E) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

F) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

G) PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.

H) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

I) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

J) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

K) FORCE MAJEURE: Service Provider is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

L) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, air mail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this clause.

Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).

In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.