The Client, (the “Client”) wishes to contract MarketBrewer to provide the services as set out in in this Social Media Management Agreement (the "Agreement").

By engaging MarketBrewer, the Client agrees to the terms and service agreement of this Agreement set forth below. If the Client has questions, or if MarketBrewer can be of any service, contact MarketBrewer through email at j@marketbrewer.com.

The Client's information is:

This Agreement shall be effective as of the time frame the Client and MarketBrewer agree and sign on the Scope of Work and and Deliverables (the "Effective Date").

This Agreement may be terminated by either party upon written 14 day notice to the other, if the other party breaches any material obligation from this Agreement and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.

The Client can terminate agreement for any reason with 14 day notice written notice.

This Agreement may be terminated by MarketBrewer (i) immediately if the Client fails to pay any fees due from the Agreement; or (ii) if the Client fails to cooperate with MarketBrewer or hinders MarketBrewer’s ability to perform the Scope of Work of this Agreement.

There is no cancellation fee.

In the event of any termination, the Client will remain liable for all amounts due to MarketBrewer as of the effective date of termination. Due to the nature of the internet, certain information regarding the Client that was posted online pursuant to the Scope of Work and Deliverables may remain available online following termination of this Social Media Management Agreement.

The Client grants MarketBrewer the non-exclusive authority to perform the services from the Scope of Work and Deliverables with the terms and conditions of this Agreements.

This Agreement, and the relationship between the Parties is an independent contractor relationship, and is not intended, and shall not suggest or create a partnership, joint venture or employment relationship between The Client and MARKETBREWER LLC.

Client acknowledges that MARKETBREWER LLC, as part of this Agreement, may engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. MARKETBREWER LLC shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but MarketBrewer shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to MARKETBREWER LLC negligence or willful misconduct.

The Client agrees to indemnify, defend, protect and hold free and harmless MARKETBREWER LLC and MARKETBREWER LLC’s parent companies, subsidiaries, affiliates, partners, officers, members, directors, agents, contractors, licensors, service providers, subcontractors, vendors, interns and employees and each of their successors from and against any and all liabilities, damages, costs, fees, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault or negligence of the Client, its agents, and employees.

The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to MarketBrewer are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend MarketBrewer from any liability or suit arising from the use of such elements.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR CONTRACT BREACH OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (ii) TO YOUR CONFIDENTIALITY OBLIGATIONS; AND/OR (iii) EITHER PARTY’S WILLFUL MISCONDUCT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL LIABILITY TO THE OTHER IN RESPECT OF ANY CLAIMS ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUMS PAID OR PAYABLE BY THE CLIENT TO MARKETBREWER IN THE 6 MONTHS PRIOR TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL MARKETBREWER’S CUMULATIVE, AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY MARKETBREWER FROM CLIENT DURING THE 6-MONTH PERIOD IMMEDIATELY BEFORE THE INCIDENT GIVING RISE TO SUCH LIABILITY.

If a jurisdiction applicable to you does not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, such limitations and disclaimers listed above will not apply to you. To the extent applicable law restrict MarketBrewer from disclaiming any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of MarketBrewer’s liability will be the minimum permitted under such law.

MarketBrewer agrees to take reasonable or appropriate measures to protect the Client's account data, confidential information, logins credentials, and credit card information.

MarketBrewer shall use MarketBrewer's reasonable and best efforts in the performance of Scope of Work and Deliverables obligations under this Agreement.

MarketBrewer at all times comply with any and all applicable laws, rules and regulations.

The Client shall provide assistance, technical information, login credentials and decisions to MarketBrewer, as reasonably required by MarkerBrewer in sufficient time to facilitate the execution of the Scope of Work and Deliverables in accordance with any estimated delivery dates or milestones. The Client agrees to communicate with MarketBrewer to provide regular information and feedback so MarketBrewer can produce the Scope of Work and Deliverables.

Client acknowledges and agrees that MarketBrewer’s ability to carry out the Scope of Work and produce the Deliverables in a timely manner is dependent on Client’s prompt performance of its obligations herein and that any delays in Client’s performance may delay delivery of the Deliverables and its ability to provide the Scope of Work.

The Client shall have sole responsibility for ensuring the accuracy of all information provided to MarketBrewer and warrants and undertakes to MarketBrewer that the Client’s employees assisting in the execution of an effort have the necessary skills and authority.

The Client shall provide such access to its information and property as may be reasonably required in order to permit the MarketBrewer to perform Scope of Work and Deliverables.

The Client has provided MarketBrewer with a copy of any applicable internal policies or procedures and a written description of any specifications or other requirements or restrictions applying to any of the Scope of Work and Deliverables.

Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third-Party Materials and Services.

The Client must post, maintain, and comply with a privacy policy on the Client’s existing website. The privacy policy must comply with all applicable laws, and the Client must ensure that it does not contain provisions that are inconsistent with the nature of the Scope of Work of this Agreement that MarketBrewer provides to the Client. The Client’s failure to maintain a privacy policy that complies with the foregoing requirements may (i) result in the suspension of campaigns and (ii) expose the Client and MarketBrewer to liability which the Client shall fully indemnify MarketBrewer.

Client hereby grants to MarketBrewer and the online properties served by the Scope of Work of this Agreement, a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with Scope of Work and Deliverables. This Agreement, title to and ownership of all intellectual property rights of all Client Content will remain with Client or Client third-party licensors. MarketBrewer may, during the term of this Agreement and thereafter, include the Client's business name (including any trade name, trademark, service mark and logo) on MarketBrewer’s website portfolio, social media accounts, slideshow presentation, and in marketing materials.

Each Party hereby warrants to the other that it has the full power and authority to enter into the Agreement, these Terms and conditions and to perform its respective obligations hereunder.

Client represent and warrant that the Client has the right and authority to enter into this Agreement. The Client also represents, warrants and covenants that the Existing Site, any content linked to the Existing Site and any content or materials that the Client provides to MarketBrewer, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; or (d) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Client further represents, warrants and covenants that the product or service being promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

The Client represents, warrants, undertakes and agrees with MarketBrewer that the required digital assets and any other Client materials shall be original to the Client (or that, where any Required Materials or other Client materials are provided by a third party, it has received the necessary consents or permissions to use the same) and shall not infringe any Intellectual Property Rights belonging to a third party.

ALL SERVICES, MATERIALS, AND INFORMATION PROVIDED BY MARKETBREWER ARE PROVIDED "AS IS." MARKETBREWER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MARKETBREWER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, MATERIALS, OR INFORMATION OR ANY RESULTS OF THE USE OF ANY OF THEM, WILL MEET CLIENT’S OR OTHER PERSONS' REQUIREMENTS OR EXPECTATIONS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SERVICES, MATERIALS, OR INFORMATION, OR ARE ACCURATE, COMPLETE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OF SUCH THIRD-PARTY MATERIALS.

Neither party may assign or transfer this Agreement in whole or in part, nor any of the rights hereunder, without prior written consent of the other party.

Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

MarketBrewer retains the right to perform the same or similar type of services for third parties, other clients, and businesses during and after the term of this Agreement.

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of the State of Virginia in Fairfax County. Parties all consent to the court jurisdiction, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

If either Party wishes to change the Scope of Work or Deliverables an entire new agreement contract must be agreed to and signed. 

Client and MarketBrewer agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Fairfax, Virginia and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Virginia sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Virginia or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

Either MarketBrewer or Client may provide the other with information that is confidential and proprietary to that Party that contains information regarding, but is not limited to, trade secrets, intellectual property, systems, know-how, contracts, prices, products, processes, inventions, computer software programs (including source and object codes), marketing or sales techniques, financial condition, costs, business interests, business records, initiatives, objectives, plans, strategies, members, customers, Plan networks, clients, suppliers, lenders, underwriters, vendors, consultants, independent contractors, attorneys, accountants or consultants ("Confidential Information"). The receiving Party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of the disclosing Party. Each Party agrees not to disclose any Confidential Information to anyone other than employees, officers and directors of such Party, that have a need to know, and to cause all such persons to abide by this Agreement. Confidential Information shall not include (even if designated by a Party) information that is or becomes part of the public domain through no act or omission of the receiving Party, or is lawfully received by the receiving party from a third party, or that the receiving Party had in its possession prior to the date of this Agreement

This limitation will apply for a period of one (1) year after disclosure of such confidential information.

Disclosure by MarketBrewer or Client to its attorneys, accountants, or tax advisors and sales representatives, or as may be required by law to any governmental agency or authority or to a court or arbitrator shall be conditioned on all reasonable steps being taken to maintain the confidentiality of the terms of this Agreement.

Either party shall notify the other party promptly if any such disclosure is requested or required.

Neither party shall issue any press releases or public announcements pertaining to this Agreement or the Scope of Work unless such releases or announcements have been approved by the other party prior to issuance.

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.