Recitals

  1. Live PPC Ads has expertise and experience in the development and management of PPC Search Engine Campaigns in Google Adwords and Bing Ads as shown by our Bing Ads and Google Adwords certifications.
  2. Client desires to have Live PPC Ads develop and deploy PPC Search Engine Campaigns as outlined in Project Details.

Agreements

In consideration of the mutual covenants set forth in this Agreement, Live PPC Ads and the Client hereby agree as follows:

1. Development of PPC Campaign and Optimization Services.

Live PPC Ads agrees to install, create, develop, manage, and employ custom PPC Advertising tactics.

2. Specifications.

Live PPC Ads agrees to develop the PPC Campaign pursuant to the Specifications set forth in Project Details and Client’s Kick Off Questionnaire.

3. Delivery Dates and Milestones.

Live PPC Ads will use reasonable rigor in the process and development of the PPC Campaign in Google Adwords and Bing Ads. Live PPC Ads will also make an endeavour to deliver reports to the client on all milestones and alerts on a monthly basis. Client acknowledges, however, that this delivery deadline and the other payment milestones are estimates, and are not required delivery dates. Live PPC Ads will retain all documents, source code, keyword lists and other assets employed or created for client during the time of this agreement’s validity. The client will receive only the output formats of Live PPC Ads’s work where applicable. The output is to be used only within the scope of the project as outlined in Project Details. The client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Live PPC Ads for use in the PPC Campaign and Strategy created under this Agreement.

4. Services Provided.

PPC Campaign and Optimization services are intended to provide the client with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. Some of the PPC Campaign and Optimization tactics include:

4.1 PPC Keyword Selection Services.

Live PPC Ads will manage a list of keywords and phrases relevant to client’s desired search terms based upon

  • Research conducted by Live PPC Ads.
  • Client-provided analytics and metrics for particular terms or phrases.
  • Competitive analysis of keyword terms currently in market use.

4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.

Advertising Copy. Live PPC Ads shall write an advertising copy that is designed to drive (although not guarantee) high quality traffic to client website(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.

Campaign Budgeting. Live PPC Ads and the client shall agree upon an initial budget for all PPC efforts prior to beginning to the campaign.

Campaign Creation and Implementation. Live PPC Ads shall set up independent PPC accounts in client name with all of the agreed-upon PPC Advertising Networks or use existing client’s accounts. The account shall also be subject to the agreed-upon budgets. Live PPC Ads shall create various campaigns (or one if depending on the number of websites and products being promoted) with varying advertising copy, keywords and demographic targeting based on Live PPC Ads’s research and client’s kick off questionnaire. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.

If necessary, Live PPC Ads may create special Web Pages (“landing pages”) to which all click-through actions. Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.

Monitoring and Reporting. Live PPC Ads shall monitor and manage client’s PPC campaign and monitor CPC (cost per click) rates. Bids shall may be adjusted in order to maximize high quality traffic.  Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to client on a bi-weekly basis or, depending on the status of the campaign, monthly.

4.3 ROI and Conversion Tracking Software.

In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, Live PPC Ads will monitor and configure software packages. Live PPC Ads shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to client. Live PPC Ads will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.

Live PPC Ads will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to client upon execution of this Agreement.

4.4 Service Disclaimers.

The Client acknowledges the following with respect to services:

  1. a) Live PPC Ads accepts absolutely no responsibility for policies of PPC Advertising Networks (Google Adwords, Bing Ads, Facebook, Twitter, Linkedin etc), third-party search engines, directories or other web sites that Live PPC Ads may or may not submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. The Client also agrees not to hold Live PPC Ads responsible for any liability or actions taken by Third-Party Resources under this Agreement.
  2. b) The Client acknowledges that the nature of many Live PPC Ads resources may employed under this Agreement are competitive in nature. Live PPC Ads does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. The Client acknowledges that Live PPC Ads past performance is not indicative of any future results that The Client may experience.
  3. c) The Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by Live PPC Ads may repeat these inclusion times.
  4. d) The Client acknowledges that any of the PPC advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
  5. e) The Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Live PPC Ads shall re-submit resources to the search engine based on the current policies of the search engine in question and whether paid inclusion programs are being used.
  6. f) Live PPC Ads will make an endeavour to make every effort to keep client informed of any changes that Live PPC Ads is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. The Client acknowledges that Live PPC Ads may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaign.
  7. g) The nt’s advertising; its availability or availability related to the funds in the the Client’s account. The Client is solely responsible for all advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

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5. Compensation.

For all of Live PPC Ads services under this Agreement, the Client shall compensate Live PPC Ads, in cash or through other payment methods, pursuant to the terms of current management fees and/or hourly rate. In the event client fails to make any of the payments by the deadline, Live PPC Ads has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Live PPC Ads, whether leased to client by Live PPC Ads or not and any Live PPC Ads personnel or staff from client location(s), or (3) bring legal action.

6. Confidentiality.

Client and Live PPC Ads acknowledge and agree that the Specifications and all other documents and information related to the development of PPC Campaign (the “Confidential Information”) will constitute valuable trade secrets of Live PPC Ads. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Live PPC Ads prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

7. Limited Warranty and Limitation on Damages.

Client waives any warranty, express or implied. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Live PPC Ads as set forth in Exhibit A attached hereto.

8. Independent Contractor.

Live PPC Ads shall be retained as independent contractor. Live PPC Ads will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Live PPC Ads behalf. Live PPC Ads understands that it will not be entitled to any fringe benefits that client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

9. Equipment.

Client agrees to make available to Live PPC Ads, for Live PPC Ads use in performing the services required by this Agreement, such items of hardware and software as client and Live PPC Ads agree are reasonably necessary for such purpose. Client agrees to make available any access to services deemed necessary by Live PPC Ads to fulfill its obligations under this Agreement.

10. General Provisions.

10.1 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

10.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the state of California. Exclusive jurisdiction and venue shall be in the State of California.

10.3 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of client and Live PPC Ads and their respective successors and assigns, provided that Live PPC Ads may not assign any of its obligations under this Agreement without client’s prior written consent.

10.4 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 No Right to Assign.

Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Live PPC Ads, which consent can be withheld for any reason.

10.7 Right to Remove Resources.

In the event client fails to make any of the payments, Live PPC Ads has the right to remove any PPC campaign under Live PPC Ads control until payment is paid in full, plus accrued late charges of 2% per month.

10.8 Indemnification.

Client warrants that everything it provides Live PPC Ads to employ in the PPC campaign is legally owned or licensed to client. Client agrees to indemnify and hold Live PPC Ads harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client’s products/services, material supplied by client, copyright infringement, and defective products sold via the PPC campaign. Client agrees to indemnify Live PPC Ads from responsibility for problems/disruptions caused by third-party services that client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the PPC campaign.

10.9 Use of Material for Promotional Purposes.

Client grants Live PPC Ads the right to use its work in producing the PPC campaign for promotional purposes and/or to cross-link it with other advertising developed by Live PPC Ads. Client grants Live PPC Ads the right to list, reference or otherwise identify client as a client of Live PPC Ads in Live PPC Ads advertising and marketing.

10.10 No Responsibility for Loss.

Live PPC Ads will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the PPC campaign. Live PPC Ads is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.

10.11 Right to Make Derivative Works.

Live PPC Ads will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to the PPC campaign.

10.12 Attorney’s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

10.13 Identification of Live PPC Ads.

Client agrees that Live PPC Ads identification may be annotated, and remain within the code or on the web site as the authors. Client also agrees to put Live PPC Ads copyright notices on the PPC campaign reports and the relevant content therein.

10.14 Transfer of Rights.

In the event Live PPC Ads is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to client. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.