Welcome to DemandScope! We’re excited to work with You.

THESE TERMS AND CONDITIONS (the “Agreement”) shall govern the rights and obligations made between DemandScope (hereby referred to as “Us,” “We,” “Our” or “DemandScope”) and You (hereby referred to as “You,” “Your” or “Client”), each a “Party” and together the “Parties”.

WHEREAS DemandScope provides a set of services, including but not limited to, content production, social media growth, and advisory services (collectively, the “Services”);

AND WHEREAS Client wishes to utilize the Services, as outlined in the plan or package You have selected (the “Program”);

NOW THEREFORE, in consideration of the mutual covenants of this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree that the Agreement shall govern their rights and obligations, as follows:

1. TERM: The Agreement shall take effect as of the Effective Date of purchase and shall continue on an on-going monthly basis until terminated by the Client pursuant to the terms of Section 6.

2. SCOPE OF SERVICES: DemandScope shall provide Client with Services as outlined in the Program.

3. DESCRIPTION OF SERVICES: DemandScope shall deliver the Services required to execute the Program. Depending on the Program You select, the Services may include:

3(a). LINKEDIN CONTENT: DemandScope will research and write content for LinkedIn for publishing on the Client’s LinkedIn account. DemandScope will write and proofread content, then post it to the Client’s channel. Alternatively, DemandScope will send the Content to Client so they may publish it.

3(b). TWITTER CONTENT: DemandScope will research and write content for Twitter for publishing on the Client’s Twitter account. DemandScope will write and proofread content, then post it to the Client’s channel. Alternatively, DemandScope will send the Content to Client so they may publish it.

3(c). GROWTH ADVISORY: DemandScope will provide You with guidance, insight, and advice on account growth tactics that You can implement.

3(d). LEAD ADVISORY: DemandScope will provide You with guidance, insight, and advice on tactics You can use to capture client leads within Your social media account.

3(e). COMMUNITY MANAGEMENT: DemandScope will work with You to manage and grow Your social media community using holistic, proven strategies.

4. OWNERSHIP: Client owns the content and can re-use it as they wish. DemandScope retains ownership over Our intellectual property and frameworks. We may re-use parts and pieces of Our content at Our own discretion.

5. BILLING AND COLLECTION: DemandScope shall charge the Client at the commencement of the Program and continue to charge the client on a monthly basis. Failure to make payment in a timely manner may result in production delays. Any failure to pay for Services may result in suspension of Services until Your account is up to date.

6. TERMINATION: You may terminate Your Program at any time and You will be charged up to the end of the then-current billing cycle (the “Billing Cycle”). Unless otherwise indicated in writing, the Billing Cycles work as follows:

If You sign up for a monthly Program, the Billing Cycle is a 3-month minimum and then followed by month to month until You cancel

If You sign up for an annual Program, the Billing Cycle is a 12-month period

Notwithstanding anything to the contrary herein before contained, DemandScope may terminate this agreement at its sole discretion, at any time. In the even of termination by DemandScope, You will only be charged until the end of the then-current Billing Cycle.

7. INDEMNIFICATION: Client hereby agrees to indemnify DemandScope, and all of Our agents, employees, and representatives against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of any wrongdoing or unlawful acts by You, related to or arising out of the Parties’ relationship as outlined in this Agreement.

8. WARRANTIES: DemandScope represents and warrants that:

Its obligations as contemplated herein will not violate any other agreement, obligation, or commitment to which DemandScope is bound;

DemandScope will make all reasonable efforts to ensure that Services are delivered in a manner that is at or above a reasonably acceptable industry-standard; AND

The Services will not infringe or constitute a misappropriation of any right of any third party, including any copyrights, mask work rights, patent rights, trademark rights, trade secret rights or confidentiality rights.

9. LIMITATION OF LIABILITY: DemandScope’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 DemandScope. DemandScope shall not be liable to Client in contract, tort, negligence, breach of duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client 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.

10. CONFIDENTIALITY: Both Parties will protect Confidential Information from unauthorized dissemination and use with at least the same degree of care that the Party uses to protect its own similar information and in no event will either Party use less than a reasonable standard of care in protecting Confidential Information. Both Parties will use Confidential Information only to the extent strictly necessary to perform its obligations under the Agreement. Parties will not disclose Confidential Information to any person or entity without the other Party’s prior written consent, except that either Party may disclose Confidential Information to its legal advisors and affiliates provided that those legal advisors and affiliates agree to abide by the Agreement of this section and provided further that both Parties will be liable for any failure of those legal advisors and affiliates to abide by the Agreement of this section.

11. SEVERABILITY: In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

12. 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.

13. ENTIRE AGREEMENT: The Agreement (including any exhibits hereto, if any) constitute the entire understanding and agreement between DemandScope and Client hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements between the DemandScope and Client with respect to the subject matter hereof.

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

15. NOTICES: Any notice or other documents required or permitted to be given under the Agreement or for the purposes of the Agreement (the “Notice”) to DemandScope, shall be sent by prepaid registered mail to:

DemandScope
3219 Yonge Street
Toronto, Ontario, Canada
M4N 2L3

Or if by electronic mail to: support (at) demandscope (dot) co

16. GOVERNING LAW: The Agreement shall be governed and construed in accordance with the laws of the Province of Ontario. Any and all disputes shall first be subject to mediation, with the objective of coming to a mutually-agreeable resolution. If a dispute cannot be resolved through mediation, it will be resolved by final and binding arbitration.

17. SURVIVAL: All obligations of the Parties which expressly or by their nature survive termination or expiration of the Agreement shall continue in full force and effect notwithstanding such termination or expiration and until they are satisfied or by their nature expire.

18. FORCE MAJEURE: Neither Party will be liable for delays caused by events beyond its reasonable control.