The following is a checklist of provisions to consider in connection with preparing a policy, agreement, or legal notice for use with members and others who connect, or wish to connect, with an association through an online social networking site or in connection with a more formal terms of service or legal notice for a page, site, or blog on a social networking site in conjuction with a Social Media Campaign. Did You inc. Is not responsible for any of the legal terms or requirements of your business during the contracted period.

Responsibility for use. Include a provision requiring the end user to acknowledge that the association is not responsible for third-party conduct.
End-user conduct. Include a provision requiring the end user to abide by applicable laws and any online terms or conditions and to take responsibility for the end user's own actions.
License grant. Include a pre-emptive license grant given to end users for any use of the association's content, materials, or other intellectual property. Specifically, when an association encourages other users to use its name, connect to its page/site, post supporting information, or generate communications in line with the association's objectives, such use should be dictated by permission or guidelines for permissible use.
Protect intellectual property and use proprietary notices. Include a provision to reserve rights in the association's intellectual property used or displayed online and add a proprietary notice for copyrightable works and trademarks.
Postings. Include a provision that prohibits the unauthorized use or copying of third-party content as well as the posting of any unlawful or objectionable content.
Take-down policy. With interactive forum functionality, associations should have a take-down policy for removal of any defamatory, infringing, or incorrect content.
Clarify role. Include a provision to clarify the association's role in the content distribution, display, and publication process. This is especially true with respect to declaring what constitutes the official page, site, or communication of the association within an online network and it distinguishing from unaffiliated pages, sites, or communications.
General disclaimer and limitation on liability. Include a general disclaimer of any warranties the association will not offer and a contractual limitation on the association's liability.
Linking policy. Include a specific disclaimer for interaction with third-party sites, reducing or allowing links to be used on other websites.
Privacy policy. Include a cross-reference to an association's privacy policy.
Be careful with sweepstakes. For any promotion involving a sweepstakes or contest, the association should include a provision(s) setting forth the scope of permissible participants (by state) and terms and conditions for any contest or sweepstakes.
Guard against antitrust risks. Include a provision regarding the enforcement of existing antitrust policies as well as a reminder not to communicate via association-sponsored social networking to make an anticompetitive agreement (such as price fixing or market allocation), share competitively-sensitive information, or disparage vendors, suppliers, or other members.
Governing law. Claim a governing law for enforcement of the association's rights. Did You inc. is governed by the laws of New York.
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Terms and Agreement when you contract Did You inc. for Marketing services.
WHEREAS, Your Company (You/Business) desire to obtain certain services from Did You Inc. (Marketer), as more fully described below, and Marketer agrees to provide the services to You on the terms and conditions set forth in this Agreement and the proposal, and You and Marketer mutually desire to set forth the terms applicable to such services.  NOW, THEREFORE in consideration of the mutual covenants contained herein, the adequacy of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

Scope of Work & Terms of Payment - You agrees to engage Marketer to develop, customize, maintain, and manage an Internet-based marketing program known as the Online Did You inc. SEO or Social Media Marketing Campaign (the “Program”), as further detailed in the proposal you will received, and such other services which may be requested by You from time to time, including but not limited to email campaigns, hosting, content management, digital newsletters, search engine optimization (SEO), pay per click (ppc), Search Engine Marketing (SEM), Social Media, site links/link exchange and Domain traffic boosters/accelerators (collectively hereinafter referred to as the “Services”), to enable potential customers to review product information, and purchase product(s) and/or service(s) from your "Business". Marketer represents that the performance of the services shall be of a professional quality and shall be accomplished in compliance with all applicable laws and regulations and in accordance with any terms and conditions set forth in this Agreement.  You agree to pay Marketer the fees noted on the proposal (the “Service Fees”), on a monthly basis or as otherwise specified therein, in consideration for Marketer provisioning the Services to the Business.  The Service Fees shall be payable monthly in advance. You and the Business agree to pay any and all taxes resulting from or arising under this Agreement, exclusive of taxes based on Marketer’s net income.  Failure to pay invoices is a breach of this agreement and inures to Marketer all of the rights outlined below including the right to recover any setup, costs, legal and related collection expenses incurred in securing payment which Marketer may incur at its own discretion.

Term and Termination – The term of this Agreement is for one (1) year from the Effective Date (the “Initial Term” ) unless your proposal states otherwise.  This Agreement will renew for subsequent one month periods at the anniversary of the Effective Date, unless 30 days prior notice of cancellation is provided in writing by either party. Termination of services before the end of the contract term date will result in a early termination fee of the remaining months on the term or a mutually agreed upon fee for the discounting provided at the beginning of the contract. You agree that setup time may exceed actual monthly fees and these costs are recoverable upon termination as an Early Termination Fee (ETF).

Termination for Convenience – If Marketer wishes to terminate this agreement in part or in whole prior to the expiration of the Initial Term Marketer may do so by providing 30 days prior written notice to You or the Business of the specific Services Marketer wishes to terminate. Refunds of fees paid shall be considered as long as time and material costs have been satisified.

Indemnification – You and the Business hereby acknowledges and agrees that use of the Services is at its own risk and Marketer will not be liable for any damages or costs of any type arising out of your use of our Services.  Marketer does not guarantee your access to the use of the services at all times.  Marketer expressly reserves the right to discontinue, suspend, own the rights to specific campaigns intellectual property created by Marketer or terminate your services for any reason.  Business hereby agrees to defend, indemnify, and hold Marketer, its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Marketer based on any breach by the Business of its representations and warranties under this Agreement, and for any claims made by any third party alleging that any material provided by You to Marketer infringes its intellectual property rights.

Severability - If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

Representations & Warranties - MARKETER REPRESENTS AND WARRANTS TO BUSINESS THAT THE SERVICES PROVIDED SHALL CONFORM TO THE PROPOSAL. MARKETER DOES NOT WARRANT AGAINST FAILURE OF PERFORMANCE DUE TO FAILURE OR DISRUPTION OF THE INTERNET AND/OR YOU’S WEB-SITE SERVER OR CONNECTIVITY, FAILURE OF BUSINESS’S COMPUTER HARDWARE OR SOFTWARE, AND/OR THIRD PARTY SERVICES UNDER BUSINESS’S AND/OR MARKETER’S CONTROL. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT AND IS A LIMITED WARRANTY. MARKETER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. THE LIABILITY OF MARKETER FOR ANY REASON AND UPON CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID OR PAYABLE TO MARKETER THROUGH YOU’S PROGRAM. IN NO EVENT SHALL MARKETER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR OTHER ECONOMIC LOSS (WHETHER ARISING FROM BREACH OF CONTRACT, TORT, STRICT LIABILITY) EVEN IF MARKETER HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  Business represents and warrants that it is the owner of all rights in and to any material provided by the Business to Marketer for inclusion in the content and appearance, and that no element of the material supplied by the Business for the content and appearance desired by Business violates or infringes any copyright, trademark, or trade secret of any third party. Furthermore, Business represents and warrants that it has not previously assigned, pledged or otherwise encumbered any rights to the material supplied for the content and appearance by the Business in a manner that conflicts with the rights granted Marketer herein, and Business shall not assume any obligations or restrictions which would in any way interfere with or be inconsistent with this Agreement.

Jurisdiction & Disputes - This Agreement shall be governed in accordance with the laws of the State of New York. All disputes related to this Agreement and/or arising out of your relationship with Marketer and/or the use of the Marketer Services will be resolved in New York City, via binding arbitration in accordance with the American Arbitration Association’s rules and policies.

By accepting the proposal You are agreeing to these terms and conditions. All legal inquiries can be made directly to our Legal Department. Legal@DidYou.com. or by mail: 1125 Lexington ave, 3c, New York, NY 10075.

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