AUTHORITY MEDIA SYSTEM AGREEMENT TERMS AND CONDITIONS
The Authority Media System Terms and Conditions set forth below outline the terms of service between Advantage Media Group, Inc., 18 Broad Street, Suite 300, Charleston, SC 29401 (hereinafter referred to as “Company”), and the client (hereinafter referred to as “Member”).
- MEMBER’S REPRESENTATIONS & WARRANTIES
Member represents and warrants that she or he has full rights to the Work and authority to enter into this Agreement, and to grant, transfer, and assign to Member the rights granted, transferred, and assigned in this Agreement.
Member shall be solely responsible for obtaining copyright permission for any portions of the Work that are not fully owned by Member other than material considered to be in the public domain. Member shall notify Company of any portions of the Work that have been previously published or wherein material copyrights are owned by a third party.
Member represents and warrants that, to the best of Member’s knowledge, no material in the Work could be considered false, inaccurate, libelous or injurious to another party in any manner. Member represents and warrants that, to the best of Member’s knowledge, the Work does not contain any material that would violate any right to privacy, personal or proprietary act, other common law, or statutory right, and that the use of any instruction, formula, recipe, or other material from the Work will not result in injury or harm to another. Member represents that the Work is not plagiarized and does not include statements falsely attributed to third parties. Member represents that, to the best of Member’s knowledge, Member is the owner of any trademarks and/or trade names associated with the Work and that the usage of such trademarks or trade names does not infringe upon the rights of third parties.
- TERM AND TERMINATION
Member engages monthly service packages for a period of either six (6) or twelve (12) months from the date of execution and these automatically renew for another equal period of six (6) or twelve (12) months in perpetuity unless either party provides thirty (30) days written notice prior to the expiry of the Agreement anniversary date. If Member purchases enhancements, specific deliverables will be provided with associated terms. If contracted, the enhancement services will not automatically renew.
- MISCELLANEOUS
This document constitutes the complete understanding of both parties and supersedes all prior written or oral agreements or understandings of the parties related to its subject matter. Both parties acknowledge that this document is binding upon their heirs, assignees, executors, and administrators; it cannot be modified or changed except by mutual agreement of both Member and Company. Any modification to the terms and conditions of this document must be agreed upon and signed by both parties in writing.
Disputes
Should a dispute over the subject matter of contracted services arise it shall be settled by arbitration in Charleston, South Carolina in accordance with the laws of South Carolina. If the parties to any such dispute are unable to agree upon an arbitrator or arbitrators, then the matter shall be resolved by an arbitrator or arbitrators to be appointed by the American Arbitration Association in accordance with its rules. All legal actions must be brought by a single party and cannot be brought in a class. Each party to any arbitration shall be responsible for their own attorney’s fees, costs and expenses. Member and Company each expressly waives the right to seek remedies in court, including, without limitation, the right to a jury trial.
Severability
In the event that any part of the agreed upon services is determined to be unenforceable, then that portion alone shall be severed and all other provisions shall be given full force and effect, as though the unenforceable provision were not a part of the agreement.
Confidentiality
This document and the content created by Member and Company hereunder, are confidential and no information from or about this Agreement may be shared with any third party, with the exception of those individuals or groups performing professional services to review this Agreement or to provide legal counsel relative to this Agreement.
- MUTUAL INDEMNIFICATION
Member shall indemnify and hold harmless the Company, its affiliates, and any seller of the Work from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses, including, without limitation, reasonable attorney’s fees and legal costs arising from, connected with, or by reason of any breach or alleged breach of any of the Author’s representations and warranties set forth in this Terms and Conditions document. Company shall indemnify and hold harmless the Member, its affiliates, and any seller of the Work from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses, including, without limitation, reasonable attorney’s fees and legal costs arising from, connected with, or by reason of Company’s breach of any third party’s Intellectual Property Rights in providing Content to Member in connection with the creation of the Work. All representations, warranties, and indemnities made by the Member and Company herein shall survive termination of this Agreement. “Affiliates” means owners, shareholders, officers, directors, employees, parents, subsidiaries, affiliated companies, licensees, distributors, advertisers, and any other person or entity to whom Company extends its representations and warranties to in connection with the production, dissemination, transmission, promotion, publication or distribution of the Work or the exercise of any rights therein or derived therefrom. In defending any such claim, action, or proceeding, the Company shall have the right to defend itself with attorneys of its own selection and to settle the same, and the Member shall fully cooperate in the defense thereof.
- SCOPE OF WORK
The below service descriptions outline the responsibilities of both Member and Company within each service that may be offered.
5.1. SOCIAL MEDIA AUDIT AND REFRESH
Company shall provide Member with a comprehensive Online Brand Audit and ongoing consulting on social media use and optimization. Audit will include a comprehensive view of opportunities to polish your profiles for Authority building, including secrets and best practices recommendations, tailored to each platform chosen. Company will share ways for Member to cross-promote content and presence across platforms, increase follower growth and engagement, and clean up anything that is detracting from the Member’s profile success. Member will receive tactical ideas for content plans that you can use, aligning to seasonal and trending topics.
5.2. DIGITAL AD CAMPAIGN
Company’s digital strategist will create social ads to boost content and increase Member’s brand visibility on social platforms, with the purpose of growing followers and credibility. Company will design and develop advertising assets for the social platforms and create targeting to ensure your audience base is seeing your content. A recommended daily ad budget of roughly $30/day will help you grow the audience and accelerate the Member’s Authority goals. In addition, the digital strategist will place ads and optimize the Member’s campaign throughout the month to maximize productivity. Member will receive a monthly report with performance results and insights.
5.3 CONTENT WRITING
Upon execution of the agreement, Company shall work with Member to create a Master Content Plan. Plan will include: (A) an overarching strategy that outlines a prescribed content calendar with topical themes, combination of content asset types that will be developed (e.g., whitepapers, profiles, articles, or blogs); and (B) a recommended distribution approach, including names or types of distribution platforms that will be targeted by Company for ideal placement.
Company will conduct keyword research and apply SEO tactics to content in support of Member goals for Authority search ranking. Company will also research trending topics and recommend topics and distribution tactics, such as timing and placement, that maximizes Member authority goals.
Member shall provide Company with access and non-standard specification requirements (e.g., sizing, file formats) for any owned websites, social media profile pages, or email newsletter channels that are intended for placement or distribution on owned platforms. These will be used for editorial context and for planning and execution of ideal content deliverable assets.
Each month the Company shall supply up to 1,500 words of serialized content to Member for publication.
If changes are made, an updated content calendar will be provided. Each month, Member will review Company-drafted content and provide any requested edits to Company within five (5) business days. Up to two (2) rounds of edits are included. Company will then finalize content and initiate distribution within five (5) business days after requested edits have been provided by Member.
Member will receive a monthly report with content distribution results and any recommendations from Company to refine or optimize future content assets or distribution.Monthly reporting includes placements and available metrics for traffic and engagement on content, and impact of content on key organic search rankings.
Member maintains final editorial rights of all serialized content.
5.4 PERFORMANCE REVIEW AND OPTIMIZATION
Company will provide monthly reporting that includes performance results and optimization suggestions. Metrics provided will depend upon services contracted and are outlined in each service description.
5.5 MONTHLY AUDIENCE ENGAGEMENT
On behalf of Member, Company shall manage and optimize engagement campaigns through Company’s proprietary content management and audience engagement software. Member will provide an audience list for the initial launch of engagement campaigns.
Each month, Company shall create and distribute one Member branded newsletter and one email drip campaign for subscribes to enhance engagement. Campaigns will include a mix of topics, based on priorities of Member, and can include, but are not limited to, a subset of the following: welcome, website launch, promotion of article content, product or event announcement, and/or promotion of company milestones and third party recognition. Company will create a content calendar, which Member will review and approve. Company will provide all campaign and content design, creation, editing, and activation services. Member will provide audience list(s) and may review content prior to launch for currency and accuracy of brand and message . Company will provide list management services.
Post-Termination
Should Member elect to terminate this Service, upon the effective date of such termination, stewardship of list management is transferred from Company to Member, Member’s email campaign account is deactivated, and all contacts are exported to Member in a CSV file. Member shall maintain access to all social media accounts throughout the duration of the agreement and post termination.
5.6 PUBLIC RELATIONS
Company shall build a Master Public Relations Plan that outlines goals and objectives, key brand strengths and positioning, and a strategy for enhancing Member’s Earned Media via Public Relations. Public Relations services are inclusive of (A) Media Audit and Competitor Analysis; (B) Weekly Media Pitch Creation and Media Outreach; (C) Media Interview Logistics Support and Coordination; and (D) Brand and Placement Monitoring, Reporting and Monthly Strategic Optimization Recommendations.
(A) Media Audit, Competitor Analysis, Master Content Plan
Company shall provide Member with a comprehensive media audit, competitor analysis, and Master Public Relations Plan. This document will identify key media angles, storylines and target media and news outlets. The Company shall update the Master Public Relations Plan regularly based upon market feedback and success. Company shall provide Member ongoing consulting on social media use and optimization to maximize public relations success.
(B) Monthly Media Content Creation and Media Outreach
Company shall craft pitches and story angles that align current topics with Member’s expertise and brand positioning. Company’s strategy is to create media content that delivers Member’s messages to targeted audiences, reaching key demographics to help achieve Member objectives.
Company shall provide Member targeted outreach to carefully curated lists of reporters including those Company has cultivated relationships with over decades. Media outreach includes creation of targeted media lists, unique pitches, coordinating media opportunities, coordinating submissions and media interview management. Company shall pitch Member for stories and earned media opportunities with identified targets.
Company shall pitch Member to offline and online media, including but not limited to newspapers, magazines, television, terrestrial radio, satellite radio, podcasts, and blogs.
Company shall provide Member with media training and preparation, including coaching for on-camera appearances whether in-studio or virtual.
Company shall coordinate and manage logistics for media interviews and article submissions.
Company shall use best efforts to secure media for Member but cannot guarantee results.
(C) Media Monitoring, Reporting and Optimization
Company shall provide Member a monthly report inclusive of pitches, media earned, and relevant data with media values from coverage received. If Company has been contracted to manage Members website through Company’s Digital Media and Engagement service, Company shall provide Member with an online newsroom contained within Member’s Authority Brand Website and regularly update newsroom with earned placements.
- VIDEO AND PHOTOGRAPHY PACKAGE ENHANCEMENT
Company will work with you to develop a creative brief that includes specific messages to convey visually and in narration, including desired shots and moments to capture and creation of an environment that will best capture the Member and their brand. Together, Company and Member will create and finalize a script for all three (3) video deliverables that meet the Member’s goals and a plan for promotional and distribution.
Company then manages logistics of the shoot at the location of choice within the US or Canada and then all post-production of footage and photography assets. Member will have the opportunity to review and provide up to two rounds of edits for final footage and script for the narrated video assets. If recommended and agreed upon by Member, Company will embed music and a call to action to achieve desired impact for the produced video assets.
What’s included?
- Professional photography includes:
- Photography will include multiple background settings and shot locations within the agreed to space.
- Member will receive a portfolio of polished, high-resolution digital images for unlimited use.
- Photography is staged to capture Member in the best professional light, including powerful action shots that showcase the Member addressing diverse audiences as an Authority.
- Professional videography includes:
- A video b-roll reel to showcase the Member “in motion” for use on website and other digital platforms.
- A 45-60 second brand sizzle reel with personalized graphics and music.
- A 30-45 second promotion video with personalized brand graphics and music, if desired, for sharing with audiences to announce a new offering or message promotion.
- Access to a professional makeup and hair team to ensure Company records Member at their best.
- PODCAST PACKAGE ENHANCEMENT
Upon execution of agreement, Company shall build a Master Authority Plan (MAP) to create and/or enhance Member’s Podcast Media. Company shall provide the following services as outlined below.
(A) Podcast Branding
Company shall provide Member with a co-branded podcast channel that will include co-branded logo, co-branded landing page and co-branded podcast segments.
(B) Podcast Production
Company shall provide all elements of podcast production on Member’s behalf including scheduling, pre-production and interview preparation, recording, editing, post-production, publishing and a social media blast for approximately two (2) twenty to thirty (20-30) minute podcasts per month. Company shall provide turnkey production of podcasts for Member for a total of twenty-four (24) episodes total during the term of this Agreement.
Company shall provide Member an audio producer to conduct interview scheduling and prepare all pre-interview material for Member that includes background information on each guest and sample interview questions.
(C) Podcast Distribution
Company shall publish and distribute Member’s podcasts to Apple Podcasts (formerly iTunes), Google Podcasts, and Spotify. Company shall provide Member a custom podcast landing page for podcast promotion and audience engagement. In order to extend reach to new audiences,
(D) Podcast Promotion
Company shall promote each podcast episode on LinkedIn, Twitter and Facebook and post to Forbes Books or Advantage Books social media platforms to maximize exposure and engagement. Company will use the podcast assets to pitch Members as potential interview guests to curated podcast channels that cover similar topics and audiences.
- PERSONAL BRAND WEBSITE ENHANCEMENT
Company shall design and develop an Personal Brand Website (hereinafter referred to as “Website”) for Member. Company shall provide experienced strategy, content development and graphic design. Website shall contain up to seven (7) core content pages using the Authority brand design framework consisting of a desired combination of the following pages: (1) Home page, (2) About the Member, (3) Services, (4) Media, (5) Blog, (6) Assessment, and (7) Contact. Links to social media pages will also be designed and connected. Member shall support the creation of the Website by supplying Company with high quality photo and video content.
Company shall optimize Website for Search Engine Optimization (SEO). Company shall install the WordPress content management system and Google Analytics performance tracking for Website. Website will use mobile responsive design. Company will test Website on common platform browsers, including Chrome, Firefox, and Safari. If applicable, Website will be CCPA and GDPR compliant per current regulatory standards and law, with respect to consumer data protection and privacy.
Member shall purchase the desired domain name. If Member currently owns the desired domain name, Member shall provide account information to Company for configuration. Member will have five (5) business days from receipt of draft designs to provide feedback. Up to two rounds of edits are included. Any edits will be made within five (5) business days from receipt of Member’s feedback. When link to designed site is provided for final review, Member will review and provide feedback and edits within five (5) business days. After final feedback is provided, Company will made requested edits and provide final link for Member to ensure all edits have been made and site is ready for launch.
Company will host, manage and revise Member’s website upon request, when new media assets are available, or when strategic optimization recommendations are made by Company and approved by Member. Hosting and maintenance will be managed by Company for a total of twelve (12) months, commencing on date when a live link to Member’s designed and developed site is provided to Member for final launch review and approval.
All pages on the Website will be designed to have a consistent look and feel. If Member desires post-launch design or development work, Company can provide that for an additional charge. Member may review and approve all content and design prior to launch of the website. Company maintains final editorial rights of all content prior to publication.
All copyrightable materials produced by Company expressly for Member pursuant to a fully-executed written agreement are considered works made for hire and are the exclusive property of Member. Company reserves the right to make copies for archival, research and referral purposes and services of Company. Company reserves the right to include a link to Company website, sparingly and where it naturally makes sense to do so.
Assessment: If appropriate, company will create a lead generation quiz or assessment based upon Member’s strategy and goals that will contain up to fifteen (15) questions. Company will compose all content for assessment (questions, answers, and results pages). Member may review and approve prior to launch. If Member has an existing assessment, Member and Company may opt to modify or use that. Company maintains final editorial rights of all content prior to publication.
- PAYMENT TERMS
Throughout the agreement duration, if Member is delayed more than sixty (60) days in making payment and/or communicating with Company, Company has the right to move Member to Inactive status, placing all work on hold until such time as the Member pays in full and/or re-engages in communication with Company in order to move contracted project(s) forward. If payment and/or re-engagement occurs, Company may re-start work but cannot guarantee that pricing for services/ deliverables will be the same as originally contracted and will determine any such variables at the time of re-engagement.
