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LARANJA HOLDINGS INC. o/a SOCIAL GRAVITY

LARANJA HOLDINGS INC., a corporation incorporated in the Province of Ontario, is operating as Social Gravity through the platform https://SocialGravity.co (“Social Gravity”).

The primary goal of Social Gravity is to increase each person engaging our services’ (the “client”) business activities through marketing efforts to be distributed via social media websites. Our main social media management contracts focus on posting brand new content to client social media accounts, and running advertisements on their behalf (the “Services”). The Services are provided through a monthly subscription-style platform, catered to the need of the client. Monthly payments accepted via credit card, for the Services are automated through Stripe payment gateway (terms of same below).

Social Gravity focuses on direct communication and supplied reports to align with the client’s needs. Scope of the Services will vary based on individual agreement between Social Gravity and the client and may be very comprehensive. The following Terms & Conditions and Privacy Policy outlined below will be accepted and legally binding upon any clients of Social Gravity.

PLEASE READ THESE TERMS & CONDITIONS AND THE PRIVACY POLICY CAREFULLY as they contain important information in regards to your legal rights, remedies, and obligations. 

TERMS & CONDITIONS:

–      Please review Social Gravity’s Terms & Conditions carefully as they apply to all visitors and users of this site. 

–      By accessing or using our website you acknowledge you have read, understand and agree to be bound by these Terms & Conditions. 

–      Social Gravity reserves the right, at our sole discretion to change, modify, add or delete portions of these Terms & Conditions at any time; by accessing or using our website you acknowledge and agree to any changed or modified terms moving forward.

PRIVACY:

–      Social Gravity is committed to protecting the client’s privacy whether through accessing or using its website, opening an account, or receiving services, and uses reasonable efforts to protect same. Social Gravity may only collect personal information that is specifically authorized at law, or where the collection is necessary to provide applicable services. 

–      By providing personal or billing information the client consents to collection of same by Social Gravity. 

–      In addition to the personal general information provided above, Social Gravity may collect and provide information in order to manage payments, provide promotional or program information, meet regulatory requirements, provide services, and improve our administration/programs.

–      This privacy policy will govern any and all transfers of data, sharing and collection of information, and use of same. 

–       Social Gravity at all times follows the Freedom of Information and Protection of Privacy Act, Ontario, and the Privacy Act, Canada.

–       Information collected directly by Social Gravity will be restricted to authorized staff members or subcontractors required to use same in order to perform the Services. 

–      Social Gravity will use every effort to maintain confidentiality and respect for all clients.

ADMINISTRATIVE:

  • Setup of the Services can take anywhere from 1-14 business days. The client will be notified when setup has been completed.
  • Social Gravity prefers that the client gives approval to all content that is created, however, it is not the obligation of Social Gravity to acquire approval of content before distribution on any platforms including, but not limited to, Instagram, Facebook, Twitter, Pinterest, LinkedIn, Facebook Ads, Google Ads, or client’s website portal.
  • Social Gravity will require access to all social media or other accounts with client credentials provided prior to the contract start date.
  • The Client acknowledges that Social Gravity may require an email or phone verification code in order to complete the setup successfully. The client agrees to provide codes where applicable, help to facilitate the setup, and hold Social Gravity harmless for any delays in same as a result of the client. 
  • Social Gravity holds the right to adjust practices and methods of content creation, promotion and distribution without consent of the client.

PAYMENTS:

  • All payments are processed through Stripe payment gateway and no credit card information is held with Social Gravity.
  • The client agrees to accept and be bound by all Stripe payment gateway’s terms, conditions and privacy policy.
  • If the client’s credit card is declined, the Services will be paused or suspended until paid in full with applicable late fees; if not paid before the next payment cycle, the Services will be terminated.
  • The client acknowledges and accepts that all payments to Social Gravity are final and not subject to a refund or a return.
  • Each payment will reflect a thirty (30) day term of the Services.
  • Social Gravity will be automatically withdrawing the contract amount, corresponding to the applicable client package, in Canadian Dollars, plus applicable taxes. The client explicitly accepts and agrees this amount will continue to be automatically withdrawn on a monthly basis until the package has either been paused, canceled or reconciled by Social Gravity or by the client with acceptance from Social Gravity.
  • Social Gravity will invoice the client monthly. If not set up on the automatic payment plan, the client agrees to pay monthly amount within fifteen (15) days of receiving the invoice. Any late payment may be subject to a late fee of ten percent (10%) monthly on the outstanding amount.
  • In order for setup to be processed successfully, the client must have all provided application forms filled out, submitted and confirmation received from Social Gravity. At such time, subscription payment will commence.
  • Social Gravity is not liable for any losses between the time of application submission and successful setup completion. 
  • In certain circumstances, Social Gravity may collect the annual fee upfront, or provide discount or promotional codes as Social Gravity deems appropriate. 
  • All terms for contract payment by an individual client will be confidential and proprietary and all parties agree that such terms will not be shared with any third parties for any reason.

INTELLECTUAL PROPERTY:

  •     Social Gravity and/or third party affiliates own all material and intellectual property associated with this website or any of subsequent forms provided. Clients are explicitly restricted from the use or distribution of any of same without consent or direction from Social Gravity.
  • Social Gravity retains ownership in any work product including but not limited to, finished product, drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else Social Gravity conceives, creates, designs, develops, invents, works on, or reduces to practice, whether before or after the contract, related to the Services (the “Work Product”), but grants the client right to use the Work Product in the following way(s):
    • Social Gravity grants the client license to the Work Product once it has been paid in full.
    • The client has the right to display the work product on any website, but the client cannot modify it or re-sell it. 
  • Once provided to Social Gravity, the client explicitly consents and agrees to Social Gravity’s use of the client’s logo. Social Gravity will only use the client’s logo in created photo or video content with consent from the client. 

THIRD PARTY PLATFORMS:

  •     Social Gravity is supported by the following third-party partners that may receive client personal information including, but not limited to, the following: Stripe payment gateway, Instagram, Facebook, Pinterest, LinkedIn, Facebook Ad Account, Google Ads Account, and Twitter. Although these third-parties collect and use personal information only to the extent necessary to allow them to perform the services they provide, Social Gravity encourages the client to review their respective privacy policies the client will be accepting these as well.
  •     The client agrees to be bound by each third party’s privacy policies as it applies to the provided information and agrees to hold Social Gravity harmless of any breach that occurs at no fault of Social Gravity. Social Gravity is not responsible for the privacy practices of third-parties. 
  •     Social Gravity or any of these aforementioned third parties may use “cookies” and other web technologies that collects standard information sent from the client’s browser, in order to customize the experience.
  •     If Social Gravity’s website or services provide external links, any engagement with said link will be governed by it’s respective policies.

LIABILITY/INDEMNIFICATION:

  • Social Gravity will use best efforts in providing the Services to each client, but explicitly does not guarantee results, engagement, or otherwise.
  • Social Gravity is not liable for the client’s accounts which include but are not limited to, Instagram, Facebook, Pinterest, LinkedIn, Facebook Ad Account, Google Ads Account or Twitter, being banned, shadow banned, ghost banned, suspended, or any impact within the respective service. 
  • Entering into a contract with Social Gravity requires the client to waive any right to claim against Laranja Holdings Inc. o/a Social Gravity as it relates to use of the client’s accounts, including but not limited to, Instagram, Facebook, Twitter, Pinterest, LinkedIn, Facebook Ads or Google Ads account through Social Gravity. 
  • The client shall be solely responsible for any and all content posted on their behalf by Social Gravity; if this content violates any service rules, laws including but not limited to copyright and trademark laws, the client shall fully indemnify Social Gravity from any and all court actions and/or claims.
  • If the client posts any content that violates intellectual property rights or copyright laws, the client will again fully indemnify Social Gravity against any claims arising from same.
  • Social Gravity is not liable for any negative impact to the client’s brand’s image in using best efforts on the client’s accounts, including but not limited to, Instagram, Facebook, Twitter, Pinterest, LinkedIn, Facebook Ads or Google Ads account.  
  • Social Gravity is not liable for any loss of sales, clients, traffic, engagement numbers (ie. likes, followers, web traffic etc.); the client acknowledges that they waive any claim against Social Gravity as it relates to negative consequences of any account.
  • The client is reminded to review all accounts and rules with respect to what can be shared.
  • No personal client accounts will become Social Gravity property once the Services are active.
  • Social Gravity will not manage the client’s direct messages, page messages, or outgoing comments of any kind on the client’s accounts; its role is to create and promote content, providing these types of responses outside of the scope of work.
  • If at any point any account changes its terms to prevent Social Gravity from continuing the Services, Social Gravity will not be liable for same.
  • Social Gravity does not sell followers, likes, comments, messages or engagement for any account.
  • Social Gravity only provides content on the following social media platforms: Instagram, Facebook, Twitter, Pinterest, LinkedIn, Facebook Ads or Google Ads.
  • If a client changes a password or user name and does not provide same to Social Gravity immediately, Social Gravity will not be liable for any inactivity, inconsistency, or loss as a result of same.
  • If there is any downtime in service for any account, Social Gravity will not be liable for any resulting loss and the client waives any right to claim against Social Gravity for same.
  • Social Gravity uses third party platforms to schedule and distribute content to the client’s accounts; Social Gravity will not be held liable for any losses if content is not posted, posted incorrectly, posted at the wrong time, or otherwise. 

DISPUTE RESOLUTION:

  • As Social Gravity is a corporation incorporated under the Laws of the Province of Ontario, the relationship between the client and Social Gravity shall be governed by the laws of Ontario at all times.
  • Should there be any dispute arising out of the services provided by Social Gravity, or any ancillary concern, the client explicitly agrees dispute resolution will be handled by arbitration.

ASSIGNMENT/MODIFICATION:

  •     Social Gravity reserves the right, at its sole discretion to change, modify, add or delete portions of these Terms & Conditions, and Privacy Policy at any time; by accessing or using the Services, the client acknowledges and agrees to any changed or modified terms moving forward.
  •     Social Gravity reserves the right to assign or transfer any rights, obligations, or responsibilities hereunder or under the terms of any contract for services without consent for same.

 

CANCELLATION:

  • The client acknowledges that for reasons out of the control of Social Gravity, the Services may be terminated at any given time. If said Services are terminated, Social Gravity will not be held liable for the loss of future service or the client’s continued use of Instagram, Facebook, Twitter, Pinterest, LinkedIn, Facebook Ads, Google Ads, etc. 
  • The client is under no obligation to maintain this contract with Social Gravity; excluding certain promotional or limited offers, agreements, or otherwise, the contracts are no commitment, and may be cancelled at anytime.
  • If the Services are terminated, the client will be notified in writing and the previous payment received by Social Gravity will not be refunded.
  • Social Gravity has the right to deny any client and any application, if the criteria of the application does not fulfill Social Gravity’s professional standards. 
  • If Social Gravity denies an application, the subscription fee will be refunded appropriately at the discretion of Social Gravity. 

CURRENT PROMOTION: 14 Day Free Trial of Facebook Ads*

The following terms apply to the current promotion for Facebook Ads and the client explicitly acknowledges and accepts the following terms provided by Social Gravity:

PAYMENT TERMS:

  • *The client explicitly agrees that upon entering an agreement for services with Social Gravity under this promotion, the first fourteen (14) day period will be free only with a commitment for a total of six (6) months services with Social Gravity.
  • If the client breaks the commitment within the first six (6) month period, they will be charged in full for the fourteen (14) day period as it is a condition of this promotion that the six (6) months is fulfilled and paid in full.
  • The fourteen (14) day free period under this promotion will not include any additional capital required to fund any Facebook Ads and the client explicitly agrees to directly pay for same through the Facebook platform.
  • The client agrees to a minimum three hundred dollar ($500) CAD Facebook Ad expenditure (“Facebook Ad Spend”) per month, including the fourteen (14) day free period, and all subsequent months, to be paid directly to Facebook under its terms.
  • Subsequent to the fourteen (14) day free period, the client agrees to a monthly recurring fee of twelve hundred ninety-seven dollars ($1,297) CAD, plus applicable taxes for the remaining months of the Campaign.
  • The first installment of twelve hundred ninety-seven dollars ($1,297) CAD, plus applicable taxes, will be debited from the client’s account fourteen (14) days from the client’s initial contract signing date.
  • The client understands that beyond the six (6) month term, this contract will continue to run on a month-to-month basis unless the client provides a stop work direction in writing seven (7) days prior to the next period.

SCOPE:

  • Social Gravity will create a minimum of one (2) to a maximum of ten (10) creative advertisement assets (ie. carousel, video, graphic design, photo, professional copy, etc.) (the “Creative Ad Assets”) per month, and test the success of each creative asset against the other.
  • Social Gravity will create audiences in Facebook Ads Manager, (the “Ad Sets”). This will include a minimum of two (2) per month, to a maximum of ten (10) per month.
  • Social Gravity will create a minimum of one (1) campaign per month, to a maximum of three (3) campaigns per month.
  • Social Gravity may use the Facebook Pixel with the intention of creating better results for the client.
  • Social Gravity will provide a once monthly Ad data report, outlining the metrics of Facebook Ads Manager that Social Gravity finds most important to the client, when requested.
  • Social Gravity will not use any copyrighted materials in the Creative Ad Assets.
  • The client agrees to give Social Gravity full creative, distributive and overall control on the Facebook Ad Plan campaign. The client understands that Social Gravity will be guided by the best interests of the client, and any decisions made to improve results the campaign will be decided in finality by Social Gravity.
  • The client understands that Facebook Ad Spend is to be provided by the client and paid directly to Facebook, during the entirety of the Campaign, included the  fourteen (14) day free period.
  • The client understands that the  fourteen (14) day free promotion is only applicable to new, first time clients of Social Gravity; no present or past client will be eligible for said promotion.
  • The client understands that Social Gravity may decline to work with any client for any reason, in its sole and absolute discretion.