Terms and conditions

SKY Experts Group, Inc. d.b.a Noona Social

Terms & Conditions

This terms and conditions served as Noona Soical Contract Service Agreement (the “Agreement”) which you (the “Client” or “You”) purchased products and services to provide the services as outlined herein.  You are legally bound by the terms and conditions of this Agreement.  The “Effective Date” of this Agreement shall be the date on which You purchased our products and/or services with Noona Social.

1. Our Services

Noona Social will provide Services to Client based on the information provided on our Noona Social website. It is your responsibility to thoroughly review and understand the terms and conditions outlined herein. This Agreement is effective upon execution by Client and Client’s onboarding and supersedes all previous oral or written agreements to. It is your responsibility to read through these terms in full so You fully understand what You are agreeing to.

• Due to the nature of working with third party platforms like Facebook, Instagram, Twitter, and LinkedIn, sometimes We have no control over issues that may occur.

• Client acknowledges at least one platform we work with must be connected to Client Portal in order for us to provide the content management services. Once the connection is received, Noona Social will begin posting to your accounts within 3-5 business days. If You change your password, You are asked to report the change to Noona Social immediately so as not to interrupt your Service. It is good practice to check your accounts and our work at least once a week, also to provide us with direction and feedback. In the case of a disconnect or inability for Us to access the account to post, Client agrees to not hold Noona Social liable. As long as we have access to one platform and are posting according to schedule (5 weekdays a week), we are fulfilling our Service as described. If we don’t have access to any platforms, we have the availability to make up any missed posts by posting two times a day until the accrued missed posts have been made up. Missed posts due to lock out by no fault of Noona Social are not grounds for a refund. Keep reading for information on our cancellation and refund policies.

2. Noona Social Obligations.

2.1 Noona Socical will provide Services to Client in accordance with Noona Social’s standard policies and procedures. Noona Social reserves the right to reject clients for any reason, at our sole discretion. Noona Social will be responsible for all aspects of providing the Services.

2.2 The rules, policies, and operating procedures of Noona Social, regarding privacy, pricing, customer service, and all other aspects of the Services will apply, and Noona Social may change its rules, policies, and operating procedures from time to time in its sole discretion. This includes pricing, package inclusions, and more. You may be grandfathered into an archived product if we still offer it, at Noona Social’s sole discretion.

3. Service Descriptions, Fees, and Payment

3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for Service. The Client authorizes Noona Social to charge Client’s credit card for the fees listed herein.

3.2 Initial charges for Services will be paid in advance of Services. You agree to the setup fee specified on the website when signing up. Thereafter, Noona Social will attempt to charge Client’s credit card on the monthly anniversary date of Clients’ first ordering Services. Client agrees to pay the monthly management rate until the agreement is canceled or modified.

Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees. If Noona Social cancels for non-payment, Client will be notified via email.

3.3 Except in the case of a material breach of this Agreement by Noona Social, Noona Social does not issue refunds of any fees for any reason. Fees due to Noona Social are not contingent upon any form of marketing results. Client is paying for time and work performed. Noona Social offers credits for any true mistakes made on our side with evidence to support it.

3.4 Cancellation Policy – Cancellations are required 30 days before a Client’s next billing date by submitting a form at www.noonasocial.com/resources. Client may not terminate this Agreement prior to the second billing.

3.5 Continuation of work for a Client with a past due balance, who did not cancel, will result in accrued back-payments. Noona Social does not charge interest. We promise to keep accurate records of all communication and work performed to justify the back payment due.

3.6 Our Services officially start the day You sign up and We begin the on-boarding process, not when We first post. If onboarding goes beyond 4 business days because of Noona Social’s delay, the Client NOT getting Us what We need promptly (We have another clause for this), We will move your billing date to ensure you get a full month of service once you are onboarded with at least one profile.

3.7 This Agreement will supersede and replace all other agreements between the parties of the same subject matter, including any agreements, directions, or claims made by Noona Social employees, unless a formal variance is confirmed and agreed to by the Client and executive level management at Noona Social. This includes the CEO and President of Noona Social.

3.8 Posting to Multiple Platforms and Missed Posts – Many of our packages include posting to multiple platforms through platform technology. In social media marketing practices, it is common for accounts to get disconnected for multiple reasons out of our control. Our pricing model is based on posts going out on a minimum of 3 channels. We request our clients to check their social media accounts twice a week to review content and provide feedback and alert Us to any possible disconnects so we can promptly reconnect. For this reason, if Noona Social is posting to at least 1 social media channel We are fulfilling our contractual obligation as laid out in our terms and conditions. 

3.9 Our content management services packages will continue to be fulfilled even when the Client does not respond to or mark their content for approval. Unless the plan is cancelled, Noona Social will continue to provide services. If Client fails to approve content for any period of time, Our policy is to begin automatically approving posts after a period of one month. Client agrees to one round of edits per week of plans.

3.10 You agree to review your social media accounts regularly. You agree to spend at least 10 minutes every other week to review all of your social media accounts to ensure Our posts meet your satisfaction, and no platforms are missing posts. Noona Social is not responsible for posts missed on any platforms (due to disconnects out of our control like changed passwords or security lock outs) or editing/removing content that has been posted over two weeks ago, or longer.

3.11 Facebook and Instagram Advertising – Similar to Our content management services plans, advertising Clients assume full responsibility for monitoring their ad spend on a bi-weekly basis (there is an app on your phone for this, just ask). You agree not to hold Noona Social liable for any ad spend paid to Facebook Inc. beyond a two-week period. Please be aware that social advertising is a “top-heavy” service, this means a great deal of work and resources are invested before a campaign ever even goes live. This includes competitor analysis, audit of your website and Facebook page, target audience development, creative development, and so much more (easily 30-40 hours of work). This can cause a campaign to go live in the second billing period where We move into the optimization phase. During the optimization phase, We work to find the best performing ad sets, widen or constrict the target audience, interpret the analytics, and possibly even start an entirely new ad set. In the event of a Client cancellation, and the ad campaign continues to run or is not paused by request during our paid retainer period, Noona Social cannot be responsible for advertising expenditures after a Client relationship has terminated or beyond the two-week monitoring period. This is a good business practice to monitor ad spending especially if you’re staying on top of your bookkeeping. Noona Social fees are not contingent upon campaign results. There are no refunds for campaigns where a Client does not take full advantage of all services included in a package they purchase. Delays caused by Facebook’s ad rejections that last longer than 7 days will result in a credit corresponding to the delay in campaign start date in the form of a credit in moving back your billing date. This is the only situation where an ad date will be moved back. There are no refunds whatsoever, even if none of your ads are approved by Facebook, or they disable your ad account.

3.12 Disputes – We have signed agreements with all of Our customers. We will fight vigorously if the Client breaches the contract. Your account will then be turned over to collections and we report to all three credit bureaus.

4. WARRANTY DISCLAIMERS

4.1 REFUND POLICY – Once you have paid and completed a service agreement there are no full refunds. Throughout this Agreement, it is explained that due to the nature of working on third party platforms, disconnections, clients not checking our work on time, the fact that we are a month-to-month subscription service (and not a full service agency) and you’re only committing to one month, there are absolutely no refunds. In the event we didn’t deliver at least one post on a weekday, you agree to accept a credit in the amount of the value of that post.

4.2 – Noona SOCIAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5. INDEMNITY. Client will indemnify and hold harmless Noona Social and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys`fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement. Client agrees to indemnify and hold Noona Social harmless from any claims arising from Noona Social’s use of any artwork, graphics or other intellectual property including attorneys’ fees. To the extent Client provides assets (stock images, artwork, etc.) that Noona Social utilizes in posts, the Client assumes liability and indemnifies Noona Social against any claims arising from such use.

6. Social Media Account Suspensions, Loss of Access, or Deletion

6.1. Client will indemnify and hold harmless Noona Social and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to any issues with social media account suspensions, copyright issues, accidental loss of access or deletion, or any other issues with regards to third-party platforms. Reasons You may experience a social media account suspension or disablement include, but are not limited to, the use of bots or plug-ins that don’t abide by the social platforms TOS, creating a personal account as a business account, not verifying your account (for example, not verifying your Twitter or Instagram account with an email, and often adding a phone number that can receive texts to verify the account), personal accounts should have the profile picture of a real person, not a logo, and be treated like a person, not a business. That’s what business pages are for. As mentioned above, it’s required for You to login to your social media accounts regularly (every two weeks is standard, but at least once a month) to ensure they stay active and don’t get flagged from sources posting to your accounts all the time without the account owner ever logging in. This is an important responsibility of yours as the Client. This same clause applies to a reseller’s client as well as You have been asked to have them sign a similar contract.

6.2 Noona Social uses only content provided by the client, or one of several photography databases that offer royalty free images for marketing use. We pay for many of these services. Regardless, Client will indemnify and hold harmless Noona Social and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any issues with content posted to a client’s social media account that results in any claims of copyright infringement. Client agrees to assume full responsibility for the content posted to their accounts.

7. LIMITATION OF LIABILITY

NOONA SOCIAL SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF NOONASOCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NOONA SOCIAL’S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO NOONA SOCIAL BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended only by a writing signed by both parties. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Noona Social’s prior written consent and any assignment by Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Florida without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Palm Beach County, Florida, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect.

The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 

9. CREDIT CARD DISPUTES
   All charges made to Client’s credit card on file shall be presumed accurate unless disputed in writing within 15 days of the billing statement issue date of Client’s credit card. In the event of a credit card dispute, all credits, refunds, and account work comes to a halt until the dispute is resolved. Resolving a dispute can take one to three months, sometimes longer because of COVID. Negotiating a fair compromise and credit will always be more favorable than filing a dispute in almost all cases. We are always happy to negotiate a favorable outcome for both parties.

SKY Experts Group, Inc. d.b.a Noona Social Services Agreement

Content Management Plans

Standard Plan $599.00/Month (Signed up before January 2023)

• Up to 12 Image Posts Per Month
• Published on Facebook, Instagram, Twitter & LinkedIn All at Once
• Access to Your Own Client Portal
• Reporting
• Support & Onboarding
• On Brand Image
• Fresh Captions
• High Traffic Hashtags
• Pre-Approvals
• Caption Revisions
• Logo Overlays

Premium Plan $899.00/Month

• 12 Image Posts Per Month
• 2 Video (Reels, TikTok & Shorts) Posts Per Month
• Up to 3 Major Channels (Facebook, Instagram & LinkedIn)
• One-on-One Onboarding
• Profile Creation
• Email & Phone Support
• Access to Your Own Portal
• Reporting
• Fresh Captions
• On Brand Image
• Relevant Hashtags
• Logo Overlays
• Custom Graphics
• 1 Round of Revisions One Week in Advance
• A Dedicated Account Manager

Short-Form Video Posts (Reels, Shorts & TikTok)

• 2 Short-Form Video Posts Per Month
• Published on Instagram, Youtube & Tiktok All at Once
• Engaging Caption
  Sound Effects
• Licensed Background Music
• Unlimited Video Revisions

Ultimate Plan $1,199.00/Month

• 12 Image Posts Per Month
• 4 Video (Reels, TikTok & Shorts) Posts Per Month
• Up to 4 Major Channels (Facebook, Instagram, Twitter, YouTube & TikTok)
• One-on-One Onboarding
• Profile Creation
• Email & Phone Support
• Access to Your Own Portal
• Reporting
• Fresh Captions
• On Brand Image
• Relevant Hashtags
• Logo Overlays
• Custom Graphics
• 1 Round of Revisions Once Week in Advance
• A Dedicated Account Manager
• Content Strategy Calls

Short-Form Video Posts (Reels, Shorts & TikTok)

• 4 Short-Form Video Posts Per Month
• Published on Instagram, Youtube & Tiktok All at Once
• Engaging Caption
  Sound Effects
• Licensed Background Music
• Unlimited Video Revisions

**Short-form video (Reels, Shorts & TikTok) requirements: 

• Each video footage to be edited must be less than 1-hour long.
• All short-form videos will be up to 60 seconds and created in vertical view(1080 pixels x 1920 pixels).