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FACEBOOK MESSENGER
CHATBOT

SCOPE + AGREEMENT
OVERVIEW
Effective date (“Date”), [INSERT AGENCY NAME] (“Agency”), having its principal place of
business at [INSERT BUSINESS ADDRESS], and ___________________ (“Client”), having its
principal place of business at ________________________ agree to the terms and conditions
of this (“Agreement”) as follows. “Both Parties” will refer to Client and Agency.

I. SERVICES AND PAYMENT

Agency agrees to undertake and complete the Services (as defined in Agreement). Client will pay
Agency in accordance with Fees (as defined in Agreement).

II. CONFIDENTIALITY
(A) Client Ownership; Rights; Proprietary Information
Client shall own all rights to all information disclosed to Agency in connection with
Services. If Client decides to cancel within the 30 day money-back guarantee window
then Agency holds the rights to disconnect and retain ownership of all inventions made
during this time.

As protection for Proprietary Information, both parties agree that during the period over
which Agency is (or is supposed to be) providing Services and for one year thereafter,
both parties will not encourage or solicit any employee of the other party to leave the
other party for any reason.

(B) Agency Ownership; Rights; Proprietary Information

Agency shall own all rights to all (“Inventions”), including inventions, designs, ideas, and
information conceived in whole or in part by Agency in connection with Services.

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III. WARRANTY
Agency warrants that:

(A) The Services will be performed in a professional manner and that none of such Services
or any part of this Agreement is or will be inconsistent with any obligation Agency may
have to others;

(B) All work under this Agreement shall be Agency’s original work and none of the Services
or Inventions or any development, use, production, distribution or exploitation thereof will
knowingly infringe, misappropriate or violate any intellectual property or other right of any
person or entity (including, without limitation, Agency);

(C) Agency has the full right to provide the Client with the assignments and rights provided
for herein;

(D) Agency shall comply with all applicable laws in the course of performing the Services.

IV. NO GUARANTEE OF OUTCOME

Client acknowledges that Agency cannot guarantee any results for our services as such
outcomes are based on subjective factors that may not always be able to be controlled by
Agency.

Agency provides a 30-day money-back guarantee policy if client is dissatisfied with the result of
Agency’s Services:

(A) Client will receive a full refund of any payments made, excluding any payments made
directly to Facebook (i.e. advertising fees).

(B) 30-day count begins on the day that the chatbot is launched (available to Client’s
audience on Facebook Messenger).

(C) The last day for Client to request a refund is on the 30th day after chatbot launch at 11:59
PM PST. [Change these rules/times for your own timezone].

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 (D) Client must request refund via written notice (i.e. mailed letter, email).

(E) Once Client requests refund, Agency will disconnect Client’s chatbot from Facebook
Messenger and Client’s Facebook Page.

V. TERMINATION
If either party materially breaches a material provision of this Agreement, the other party may
terminate this Agreement upon five (5) days written notice. Client also may terminate this
Agreement at any time, with or without cause, after five (5) days’ notice. If without cause, Client
shall upon termination pay Agency all unpaid and undisputed amounts due for Services
completed prior to notice of termination.

VI. INDEPENDENT CONTRACTOR RELATIONSHIP

Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and
act as an independent legal entity and not a partner, joint venturer, or agent of the other and shall
not bind nor attempt to bind the other to any contract. Agency is an independent contractor and
is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of
any sort.

VII. NOTICES
All notices under this Agreement shall be in writing, and shall be deemed given when sent and
received by the receiving party by electronic or written means.

VIII. MISCELLANEOUS
The failure of either party to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights. No changes or modifications or waivers to this
Agreement will be effective unless in writing and signed by both parties. In the event that any
provision of this Agreement shall be determined to be illegal or unenforceable, that provision will
be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise

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remain in full force and effect and enforceable. Any legal action or proceeding relating to this
Agreement shall be brought non-exclusively to relevant courts in the United States and each
party consents to the jurisdiction thereof. This Agreement constitutes the complete and exclusive
agreement between the parties concerning its subject matter and supersedes all prior or
contemporaneous agreements or understandings, written or oral, concerning the subject matter
described herein.

IX. AGENCY PROMOTIONAL MATERIALS

The Client grants inclusive access and rights for the Agency to use any non-sensitive information,
branding, testimonials as marketing materials for Agency's future endeavours. Materials will in no
way be used to harm or negatively portray the Client and will be used strictly for Agency's own
marketing and promotional purposes. Client will be made aware of any information used for the
above purposes with at least 5 days written or electronic notice.

X. SERVICES
(A) Initial Bot Build
Agency hereby agrees to build Client a fully operational Facebook Messenger Chatbot.
This Chatbot build includes at minimum and is not limited to: chatbot connected to
Client’s Facebook Page, 1 sequence, custom images/GIFs, 1 website integration, natural
language processing, and unlimited support from a Chatbot specialist. If Client does not
have a Facebook page, Agency will build one free of charge. Services do not begin until
Agency receives “Fees” listed below. A provisional two week period is given as a suitable
time frame to complete the Initial Bot Build. This is only an estimate.

(B) Monthly Bot Management

Agency hereby agrees to manage, update, and grow the Chatbot for Client. This includes
at minimum and is not limited to: new sequences, broadcasts (mass messaging), growth
strategy and execution via Client website and Facebook posts and paid advertisements,
active testing of new Facebook Messenger features, and unlimited support from a
Chatbot specialist.

XI. FEES
(A) Schedule

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 A $1000 one-time fee for the Initial Bot Build and a $800 monthly recurring fee for the
first month of Monthly Management will be paid before the Services begin. The $800
recurring Monthly Management fee will be paid on the same date every month. The date
will be determined by the Chatbot’s launch date.

(B) Terms
If fees or portion of fees remains unpaid 3 weekdays after Client receives an invoice,
Services will pause until Agency receives payment.

XII. SIGNATURES
By signing below, you hereby agree to the terms and conditions of this Agreement:

________________________ _______________________
Full Name Title

________________________ _______________________
Company Date

________________________
Signature

________________________ _______________________
Full Name Title

________________________ _______________________
Company Date

________________________
Signature

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