SEVENTIMES PERFORMANCE LLC
530-B HARKLE ROAD STE 100,
SANTA FE, NM, 87505
UNITED STATES
1. Applicability, Conclusion of Contract
1.1 The Seventimes Performance LLC (hereinafter referred to as the „Agency“) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the customer, even if not explicitly referred to.
1.2 The version valid at the time of contract conclusion is decisive. Deviations from these and other supplementary agreements with the customer are only effective if confirmed in writing by the Agency.
1.3 Any terms and conditions of the customer, even if known, will not be accepted unless expressly and in writing agreed upon in individual cases. The Agency expressly rejects the customer’s terms and conditions. Further objection to the customer’s terms and conditions by the Agency is not required.
1.4 Changes to the GTC will be communicated to the customer and deemed agreed if the customer does not object in writing within 14 days; the customer is explicitly informed of the significance of silence and the specific modified clauses. This consent presumption does not apply to changes in essential performance content and fees.
1.5 Cost estimates from the Agency are non-binding and not contractual.
2. Social Media Channels
The Agency explicitly informs the customer before placing an order that providers of „social media channels“ (e.g., Facebook, hereinafter referred to as „Providers“) reserve the right in their terms of use to reject or remove advertisements and appearances for any reason.
The Providers are therefore not obliged to forward content and information to users. Therefore, there is a risk, which the Agency cannot calculate, that advertisements and appearances may be removed without cause.
In the event of a complaint by another user, the Providers do allow the possibility of a counterstatement, but even in this case, the content is immediately removed. Regaining the original lawful state may take some time in this case.
The Agency operates based on these terms of use of the Providers, over which it has no control, and also includes them in the customer’s order.
With the order placement, the customer expressly acknowledges that these terms of use determine the rights and obligations of any contract relationship.
The Agency intends to execute the customer’s order to the best of its knowledge and belief and to comply with the guidelines of „social media channels.“
However, due to the current terms of use and the ease with which any user can claim legal violations and thus achieve content removal, the Agency cannot guarantee that the commissioned campaign will always be accessible.
3. Protection of Concepts and Ideas
If the potential customer has already invited the Agency in advance to create a concept and the Agency complies with this invitation before the conclusion of the main contract, the following regulation applies:
3.1 Already with the invitation and the acceptance of the invitation by the Agency, the potential customer and the Agency enter into a contractual relationship („Pitching Contract“). This contract is also based on the GTC.
3.2 The potential customer acknowledges that the Agency incurs cost-intensive advance services with the development of the concept, even though he himself has not yet assumed any obligations to perform.
3.3 The concept is subject, in its linguistic and graphic parts reaching the level of a work, to the protection of copyright law. The use and modification of these parts without the consent of the Agency is not permitted to the potential customer due to copyright law.
3.4 The concept also contains advertising-relevant ideas that do not reach the level of a work and therefore do not enjoy the protection of copyright law. These ideas are at the beginning of every creative process and can be defined as the spark for everything later created and thus as the origin of marketing strategy. Therefore, those elements of the concept that are peculiar and give the marketing strategy its characteristic imprint are protected as ideas under this agreement. In this sense, advertising catchphrases, advertising texts, graphics and illustrations, advertising materials, etc., are considered ideas, even if they do not reach the level of a work.
3.5 The potential customer undertakes to refrain from economically exploiting or having economically exploited by third parties the creative advertising ideas presented by the Agency as part of the concept, outside the corrective action of a later concluded main contract.
3.6 If the potential customer believes that the Agency has presented ideas to him that he had already thought of before the presentation, he must notify the Agency of this within 14 days after the presentation by email, stating evidence that allows for chronological allocation.
3.7 In the opposite case, the contracting parties assume that the Agency presented a new idea to the potential customer. If the customer uses the idea, it is assumed that the Agency has made a meritorious contribution.
3.8 The potential customer can exempt himself from his obligations under this clause by paying reasonable compensation plus 20% value-added tax. The exemption only takes effect after full payment of the compensation to the Agency.
4. Scope of Service, Order Processing, and Customer Cooperation
4.1 The scope of the service to be provided by the Agency is determined by the content of the agency agreement.
4.2 The customer is obliged to provide the Agency with all documents necessary for the execution of the order in due time. This also includes all data and documents required for the creation of advertising.
4.3 The customer guarantees that all documents, information, and materials provided by him do not infringe the rights of third parties (e.g., copyrights, trademark rights, personal rights) and are free from any claims by third parties. If claims are asserted against the Agency by third parties due to such an infringement of rights, the customer shall indemnify the Agency from these claims and reimburse the Agency for all necessary legal defense costs (e.g., court and attorney fees).
5. Third-Party Services/Commissioning of Third Parties
5.1 The Agency is entitled, in agreement with the customer, to involve third parties for the execution of orders.
5.2 The costs incurred for third-party services are generally borne by the customer.
6. Deadlines, Default, and Force Majeure
6.1 Deadlines and delivery dates are only binding if they have been expressly agreed in writing as binding.
6.2 If the customer is in default of acceptance or violates other obligations to cooperate, the Agency is entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved.
6.3 If the Agency is unable to meet binding deadlines for reasons beyond its control (e.g., force majeure), it will inform the customer immediately, stating the expected new delivery date. If the impediment lasts longer than two months, both the customer and the Agency have the right to withdraw from the contract in whole or in part without further claims. The customer’s right of withdrawal must be exercised immediately in writing.
7. Termination for Cause
The parties to the contract are entitled to terminate the contract for good cause. A good cause exists if the continuation of the contractual relationship until the agreed termination or until the expiry of a notice period is unreasonable for the terminating party under consideration of all circumstances of the individual case and weighing of the interests of both parties.
8. Compensation and Advertising Budget
The amount of the fee for the agency services and the advertising budget are specified in the agency agreement. Unless otherwise agreed, invoices from the Agency are due for payment within 14 days from the invoice date.