**SOSCO SOCIAL, LLC DBA STILLWELL AGENCY**

**CLIENT TERMS AND CONDITIONS**

This Agreement is made between the party identified in the applicable Order Form (“Client”) and Sosco Social, LLC, a Florida limited liability company, doing business as Stillwell Agency with its principal place of business at 382 NE 191st Street, Suite 55312, Miami, FL 33179 (“Agency”).

1. **TERMS OF ENGAGEMENT**: Upon receipt of an Order Form, Agency agrees to provide the services described therein. All contracts auto renew and require a 30 day written notice to cancel with a written confirmation from the Agency. No refunds will be provided under any circumstances.

2. **PREPAYMENT TERMS**: Clients who opt for 6 month prepayment may terminate their agreement as long as they give 30 days written notice. Agency reserves the right to continue providing services, but no refund will be given for prepaid amounts.

3. **CONFIDENTIALITY**: Both Agency and Client agree to maintain confidentiality regarding all business, technical and financial information they obtain from the other party.

4. **PAYMENT TERMS**: Invoices are due upon receipt and will be charged to the Client’s card on file. Client accounts with failed credit card payments for 7 days will be paused and charged interest at an 18% per annum rate. Payments are due in advance of service provided. All sales are final.

5. **ONBOARDING**: Client agrees to facilitate the onboarding of necessary accounts so Agency can perform the required services.

6. **MONITORING**: It is the responsibility of the Client to monitor the ongoing services provided by the Agency.

7. **APPROVALS AND REVISIONS**: Clients are entitled to limited revisions. Agency will make a reasonable effort to get any Client approvals. Agency cannot be held liable if approvals are withheld.

8. **SOFTWARE DISCONNECTS**: While Agency will make every effort to communicate any software disconnects with Clients, it is the client’s responsibility to rectify such disconnects.

9. **NO GUARANTEE**: Agency makes no guarantees of specific results from its services.

10. **FORCE MAJEURE**: Neither Agency nor Client shall be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen events beyond their reasonable control.

11. **RECOVERY OF LEGAL FEES**: In any legal action between the parties, the prevailing party will be entitled to recover its legal expenses, including but not limited to its attorneys’ fees.

12. **ENTIRE AGREEMENT**: This agreement contains the entire understanding of the parties and supersedes and replaces all such prior agreements with respect to the subject matter hereof.

13. **NO ASSIGNMENT**: Client may not assign their rights under this agreement without the express written consent of the Agency.

14. **NON-SOLICITATION**: Client agrees not to solicit for hire any employees or contractors of the Agency during the term of the agreement and for a period of one year following termination of the agreement.

15. **LIMITATION OF LIABILITY**: The Agency will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Services, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Services will not exceed the total fees paid by you under this Agreement.

The parties hereto confirm that they have read this Agreement, understood it, and agree to be bound by its terms and conditions. This agreement shall become effective on the date it is signed by both parties.

July 2023

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