This Terms of Service Agreement (the “Agreement”) outlines the terms and conditions under which the Client (referred to as the “Client”) engages Equinox Holdings, LLC (aka FLIPTX, and referred to herein as “FLIPTX”). FLIPTX to provide certain services (the “Services”). This is a legally binding agreement between the Client and FLIPTX. By becoming a FLIPTX Client, the Client agrees to be bound by the terms set forth in this Agreement. The “Effective Date” of this Agreement is the date when the Client submits their order for Services to FLIPTX.
Scope of Services
The Service Provider agrees to provide the following services:
Social Media Management Services: The Service Provider will create, manage, and schedule social media posts for the Client’s connected social media accounts, which include but are not limited to Facebook, Instagram, LinkedIn, Pinterest, TikTok, X (formerly Twitter), and Google Business, as specified in the chosen plan.
Content Creation: The Service Provider will generate a mixture of educational, promotional, and engaging content for the Client based on the information provided in the onboarding questionnaire, and subsequent communication.
Profile Scheduling and Management: The Service Provider will manage and schedule content based on the Client’s preferences via the Client Portal.
Client Responsibilities
Access: The Client agrees to provide the necessary access to social media platforms, brand guidelines, and any other material needed to perform the Services.
Onboarding Information: The Client agrees to complete the onboarding questionnaire and provide all necessary information within 5 business days of signing this Agreement. This includes social media login details required for scheduling posts through the Service Provider’s platform.
Review and Approval: The Client will have 72 hours to review and request revisions for all scheduled content before it is automatically published.
Content Collaboration
The Client may upload additional content, suggest ideas, or request post revisions as outlined in the plan, but these requests should be made within the agreed-upon deadlines.
Brand Guidelines: The Client must ensure the accuracy of brand-related information shared with the Service Provider and inform them promptly of any changes.
Compensation. The Client agrees to pay the Service Provider as per the following pricing structure:
Essential: $49.99 per month
Starter: $99.99 per month
Grow: $199.99 per month
Pro: $299.99 per month.
Billing Cycle
The billing cycle will begin upon the Client’s completion of the signup process. Payments will be due on a monthly basis unless the Client selects a quarterly or annual payment option.
Refunds: All fees paid to Equinox Holdings, LLC/FLIPTX under this Agreement are non-refundable, except as may be required by law.
Late Payments: Any payment not made within the specified terms may result in suspension or termination of the Vendor’s listing on FLIPTX’s platform. FLIPTX reserves the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.
Chargeback
All chargebacks are thoroughly investigated and reported to the client, the state SCC, and/or the licensing authority, and may result in fines and/or other legal actions against the client. False claims of fraud can also negatively impact your credit rating. The client must report all disputes within three (3) calendar days. If the client disputes a chargeback with their credit card issuer without notifying FLIPTX, they waive all rights to dispute and must pay FLIPTX an “Administrative Fee” of $150, along with attorney fees and any additional collection costs/charges.
Credit Card Friendly Fraud. In the event of credit card friendly fraud, where the client falsely claims a legitimate transaction as fraudulent. The client acknowledges that such fraudulent claims can harm both parties and agrees to cooperate fully in resolving any disputes. Any false claims will be subject to an “Administrative Fee” of $150, in addition to attorney fees and any additional collection costs/charges incurred by FLIPTX. Repeated instances of friendly fraud may result in the termination of the client’s account and other legal consequences.
Collections. In any dispute involving monies owed to FLIPTX, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 24% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company, whether or not a lawsuit is commenced as part of the collection process.
Ownership of Content: The Client retains ownership of all content created by the Service Provider for the Client’s social media accounts. Client agrees that the Service Provider may use completed work for portfolio purposes.
Confidentiality
Both parties agree to maintain confidentiality regarding all sensitive information shared during the execution of this Agreement.
Termination: Either party may terminate this Agreement with 30 days’ written notice. In the event of termination, the Client will be responsible for any outstanding fees for Services rendered up to the termination date.
Limitation of Liability: The Service Provider shall not be liable for any damages beyond the total amount paid by the Client for Services under this Agreement.
No Warranties. Indemnification. Limitation Of Liability. Insurance.
No warranties. All Leads/Referrals are accepted by the client or client’s Employees on an “AS IS” basis without warranty of any kind.
Indemnification. client and FLIPTX agree to indemnify and hold the other Party harmless from and against any all claims, losses (financial or otherwise), damages, liabilities, costs, fees, increased taxes, or expenses (including, without limitation, court costs and reasonable attorneys’ fees) which may be incurred or which may be claimed by any person as a result of acts or omissions of the indemnifying Party, its directors, officers, employees, or Employees relating to the exercise of, or the failure to exercise, the indemnifying Party’s obligations under this Agreement.
Limitation of Liability. The liability, if any, of FLIPTX under this Agreement for any claims, costs, damage, losses, and expenses for which it is or may be legally liable, whether arising in negligence or other torts, contract or otherwise, will not exceed in the aggregate the greater of (i) the amount of the subscription/referral fees paid to FLIPTX by client during the preceding twelve (12) month period, measured from the date the liability accrues, or (b) $1,000. In no event will client or FLIPTX or its respective Employees, servants, representatives, or employees be liable for indirect, special, consequential, punitive, or exemplary damages.
Miscellaneous.
No Assignment. This Agreement is personal to the client and may not be transferred, assigned, or delegated without the prior written consent of FLIPTX.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that FLIPTX may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without such consent.
Notices. All communications under this Agreement will be in writing and will be delivered via email, in person, or by mail courier, return receipt requested to the addresses associated with each party’s designee identified in the signature block at the end of this Agreement. The Parties may designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this section.
Entire Agreement; Severability; Construction. This Agreement and any exhibits or addenda hereto, including, without limitation, the lead/referral acceptance and all Acknowledgements signed by client, set forth the entire agreement and understandings of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Except as otherwise provided in this Agreement, this Agreement may not be amended except in writing and executed by all parties. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the invalidity of the provision will not affect any of the remaining provisions, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision is not contained in the Agreement. No rule of strict construction shall be applied against either Party by virtue of that Party’s having drafted or recommended language.
Dispute Resolution. Any dispute or claim between the Parties arising out of, or in connection with, this Agreement will be subject to final, mandatory, and binding arbitration to be held in accordance with the relevant rules of the American Arbitration Association (“AAA”). Judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the award and against the Party against whom enforcement is sought or that Party’s assets. The procedures and laws applicable during the arbitration will be both the AAA rules and the internal substantive laws of the United States. Any disputes will be resolved in the jurisdiction of the U.S. courts In such arbitration, the award or decision will be rendered by an arbitrator appointed by the mutual consent of the Parties. The arbitrators will be persons who are not employees, Employees, or former employees, or Employees of either party.
Waiver of Right To Be A Plaintiff &/or Class Member In A Class Action. To the fullest extent permitted by applicable law, You and FLIPTX agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard, or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
Attorney’s Fees. In any action to interpret or enforce this agreement shall entitle FLIPTX to recover any costs and expenses, including reasonable attorney’s fees it may have incurred from the client.
Force Majeure. Neither Party will be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond its control and without the fault or negligence of such party. The foregoing shall not excuse any failure or delay in marketing any payment required by this Agreement.
Waiver of rights. No failure or delay on the part of either party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right precede any further exercise of that right. All rights and remedies provided or afforded by the applicable local, state, and federal laws and regulations shall be cumulative and not be exclusive of any other state or remedies.
Changes to Terms of Use. FLIPTX may periodically update its Terms and Conditions, and it is the responsibility of the client to review these changes on the FLIPTX website. The client has seven (7) days to notify FLIPTX if they do not agree with any changes to the Terms and Conditions. Any changes will be considered accepted by the client and their employees unless FLIPTX is notified in writing within seven (7) days from the date of the update.
You are encouraged to periodically review Terms and Conditions to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Communication Policy is posted.
Governing Law. This Agreement is governed by the laws of the United States. Any disputes will be resolved in the jurisdiction of the U.S. courts..
Survival. All agreements that by their context are intended to survive the termination of this Agreement will survive the termination of this Agreement. The Parties agree that all provisions of section 5 will survive termination of this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original and all of which together shall constitute one single instrument. The Parties acknowledge that the delivery of executed counterparts of this Agreement may be effected by facsimile transmission or other comparable means with an original document delivered promptly thereafter.
This Agreement will supersede and replace all other agreements between the Parties of the same subject matter, including any agreements, directions, or claims made by Equinox Holding’s employees unless a formal variance is confirmed and agreed to by the Client and executive-level management at Equinox. This includes the Managing Director of Equinox.
