Professional Services Agreement

Article I — Definitions and Parties

1.1 The Contractor

Live PPC Ads, a professional digital advertising services entity duly organized and existing under the laws of the State of Nevada, United States of America, with its principal place of business located at 2316 Lone Pine Street, Henderson, Nevada 89014 (hereinafter referred to as the “Contractor,” “Company,” “Live PPC Ads,” or “Service Provider”).

1.2 The Client

Any individual, sole proprietorship, corporation, limited liability company, partnership, trust, or other legal entity that subscribes to, purchases, or otherwise engages Live PPC Ads' services through the Live PPC Ads website (liveppcads.com), via email, text message, telephone conversation, in-person agreement, or through any other means of communication (hereinafter referred to as the “Client,” “Advertiser,” or “Subscriber”). Together, the Contractor and the Client may be referred to collectively as the “Parties” or individually as a “Party.”

1.3 Formation of Agreement

This Agreement shall become legally binding and enforceable upon the occurrence of any one or more of the following events: (a) the Client's submission of the first payment for any service, retainer, or fee to the Contractor; (b) the Client's subscription to any of the Contractor's monthly retainer plans through the Contractor's website or any other payment portal; (c) the Client's express written or verbal agreement to engage the Contractor's services, whether communicated via email, text message, telephone conversation, video conference, or in-person meeting; or (d) the Client's provision of access credentials to any advertising platform account for the purpose of enabling the Contractor to perform Services. The Client's engagement of Services through any of the foregoing means shall constitute the Client's unconditional acceptance of all terms, conditions, covenants, and provisions set forth in this Agreement, and the Client hereby waives any right to claim ignorance of, or failure to review, any provision contained herein.

Article II — Term, Duration, and Recurring Payments

2.1 Month-to-Month Term

This Agreement shall operate on a month-to-month basis (the “Term”), commencing on the date of the Client's first payment for Services and continuing indefinitely until terminated in accordance with the provisions set forth in Article VII of this Agreement.

2.2 Recurring Payments

A subscription to any of Live PPC Ads' monthly retainer plans constitutes an authorization for recurring monthly payments in the amount corresponding to the Client's selected service tier. Recurring payments shall continue automatically, without further notice or additional authorization from the Client, until the Client cancels the subscription in strict compliance with the cancellation procedures set forth in Article VII. The Client expressly acknowledges and agrees that the Contractor is under no obligation to provide advance notice, reminders, or confirmations of upcoming recurring charges.

2.3 Automatic Retainer Tier Adjustments

The Client's monthly retainer shall be subject to automatic upward adjustment in the event that the number of active campaigns managed by the Contractor, the Client's monthly media spend, or the overall scope and complexity of the engagement exceeds the parameters of the Client's current retainer tier. For Clients whose monthly media spend exceeds $15,000 per month, the monthly retainer shall automatically adjust to ten percent (10%) of the Client's actual monthly media spend.

2.4 Continuity of Obligations

All obligations of the Client arising under this Agreement, including but not limited to payment obligations, confidentiality obligations, non-solicitation obligations, and indemnification obligations, shall survive the expiration or termination of this Agreement and shall remain enforceable to the fullest extent permitted by applicable law.

Article III — Scope of Services

3.1 General Description of Services

The Contractor shall provide the Client with comprehensive online paid advertising campaign management and optimization services (the “Services”), which shall include, without limitation, the strategic planning, creation, development, implementation, monitoring, management, optimization, and ongoing maintenance of paid digital advertising campaigns. The specific methodologies, strategies, techniques, and approaches employed shall be determined at the sole and absolute discretion of the Contractor.

3.2 Keyword Research and Selection

The Contractor shall conduct thorough and ongoing keyword research and selection activities, including proprietary research methodologies, analysis of Client-provided analytics data, comprehensive competitive analysis, and identification of new keyword opportunities and negative keyword implementations.

3.3 Campaign Creation, Implementation, and Management

The Contractor shall establish, create, implement, and continuously manage paid advertising campaigns across Google Ads, Microsoft Advertising, Meta Advertising, and such other platforms as the Parties may agree. Services encompass ad copy creation, budget and bidding optimization, audience targeting, geographic and demographic targeting, dayparting, quality score improvement, and performance-based adjustments.

3.4 Conversion Tracking and Analytics

Where deemed necessary, the Contractor shall install, configure, and maintain conversion tracking and analytics technologies on the Client's ad accounts. The Contractor is not responsible for the installation of tracking codes onto the Client's website; that responsibility falls on the Client's web developer.

3.5 Reporting

The Contractor shall provide performance reports to the Client upon the Client's written request. The Contractor shall not be obligated to provide unsolicited reports. The frequency, format, and level of detail shall be determined at the sole discretion of the Contractor.

3.6 Service Disclaimers

The Client expressly acknowledges that: (a) the Contractor assumes no responsibility for third-party platform policies or restrictions; (b) NO GUARANTEES OF ANY KIND are made regarding rankings, ad positions, click-through rates, conversion rates, ROAS, ROI, or any other performance metric; (c) the Client is solely responsible for maintaining adequate funding in all advertising platform accounts; and (d) the Contractor shall not be held responsible for third-party platform algorithm updates or policy changes.

Article IV — Communications and Consultations

The Contractor shall use commercially reasonable efforts to respond to emails and messages within 24-48 business hours. Telephone consultations must be scheduled at least one business day in advance. Consultation allocations are determined by retainer tier: Starter includes one per month, Growth includes two per month, Scale includes four per month. Additional consultations are billed at $99.00 per 30-minute session. All official correspondence shall be directed to ilya@liveppcads.com.

Article V — Compensation and Payment Terms

5.1 Monthly Retainer Fees

The Client shall pay a monthly retainer fee corresponding to the selected service tier. The Contractor reserves the right to modify pricing at any time, effective upon publication on the website.

5.2 Media Spend Responsibility

The Client is solely responsible for all media spend costs. Live PPC Ads acts only as a campaign manager and is not a party to the billing relationship between the Client and any advertising platform.

5.4 Late Payment Penalties

Outstanding balances shall accrue interest at 2% per month. The Client shall also be liable for all collection costs, including reasonable attorney's fees. Late payment constitutes a material breach.

5.5 No Refunds

ALL PAYMENTS MADE TO THE CONTRACTOR ARE FINAL AND NON-REFUNDABLE. Under no circumstances shall the Client be entitled to any refund, credit, rebate, chargeback, set-off, or return of any fees paid. In the event the Client initiates a chargeback or payment dispute, the Client shall be liable for the disputed amount plus an administrative fee of $500.00 per incident.

Article VI — Client Obligations and Representations

The Client shall provide timely and unrestricted access to all advertising accounts, website properties, and analytics platforms. Failure to provide access within five business days shall not relieve the Client of payment obligations. The Client warrants all provided materials are accurate and non-infringing. Should the Client be dissatisfied with Services, the Client shall submit detailed written concerns and provide at least ninety (90) days to address the issues.

Article VII — Cancellation and Termination

7.1 Cancellation by Client

The Client may cancel by submitting a written request to info@liveppcads.com at least thirty (30) calendar days prior to the next billing date. The final monthly retainer is charged in full and is non-refundable. Cancellation requests submitted fewer than 30 days prior to the next billing date shall not be effective until the following billing cycle.

7.2 Termination by Contractor

The Contractor may terminate this Agreement at any time, for any reason, without advance notice. Upon termination, the Contractor's obligations to provide Services shall immediately cease.

7.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due; (b) the Contractor has no further obligation to provide Services; (c) the Contractor may remove campaigns or resources; and (d) confidentiality, IP, non-solicitation, and indemnification obligations survive.

Article VIII — Confidentiality

The Client shall maintain strict confidentiality of all Confidential Information, including strategies, methodologies, processes, tools, keyword lists, bid strategies, audience configurations, campaign structures, optimization techniques, performance data, and pricing structures. These obligations survive termination in perpetuity.

Article IX — Intellectual Property Rights

The Contractor retains all right, title, and interest in proprietary methodologies, strategies, tools, campaign structures, and all work product. The Client retains IP rights to Client-supplied materials and grants the Contractor a non-exclusive, worldwide, royalty-free license to use such materials in connection with Services and for promotional purposes.

Article X — Non-Solicitation

During the Term and for 24 months following termination, the Client shall not solicit, recruit, hire, or engage any employee, contractor, or agent of the Contractor. Breach results in liquidated damages equal to the greater of $50,000 or twelve months of the Client's most recent monthly retainer.

Article XI — Indemnification and Limitation of Liability

The Client shall indemnify and hold harmless the Contractor from all claims arising from the Client's products, services, materials, IP infringement, defective products, or breach of this Agreement.

THE CONTRACTOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE RETAINER FEES PAID DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

Article XII — General Provisions

• Independent Contractor: Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
• Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements.
• Governing Law: Governed by the laws of the State of Nevada. Exclusive jurisdiction in Clark County, Nevada.
• Attorney's Fees: The Client shall be responsible for all of the Contractor's reasonable attorney's fees in any dispute, regardless of outcome.
• Assignment: The Contractor may assign rights without consent. The Client may not assign without prior written consent.
• Force Majeure: The Contractor is not liable for delays caused by events beyond reasonable control. Client payment obligations continue during such events.
• Right to Remove Resources: The Contractor may suspend or remove campaigns if payment is overdue.
• Promotional Use: The Client grants an irrevocable, perpetual license for case study and promotional use.
• Severability: If any provision is held invalid, the remaining provisions continue in full force.