Revised 03/2024
1. Services
The Agency shall provide comprehensive Google Advertising services (the “Services”) to the Client. These Services shall specifically include, but are not limited to:
i. Google Ads Account Setup: Creation and configuration of the Google Ads account tailored to the Client's needs.
ii. Keyword Research: Identification and analysis of relevant keywords to target for optimal campaign performance.
iii. Competitor Spy & Research: Comprehensive analysis of competitors' strategies in Google Ads to identify opportunities for differentiation and competitive advantage.
iv. Campaign Setup: Development and implementation of various types of campaigns including Search, Display, and Performance Max campaigns.
v. Ad Groups - Theming Keywords: Organization of up to 10 themed ad groups for effective targeting and campaign management.
vi. Dynamic Ad Groups and Responsive Search Ads: Creation of dynamic ad groups and responsive search ads to enhance ad relevance and performance.
vii. Mobile Call Only Ads: Setup of mobile-optimized ads designed to encourage phone calls to the Client's business.
viii. Ad Extensions: Implementation of various ad extensions, including sitelink, callout, phone, structured snippets, and image extensions to improve ad visibility and performance.
ix. Basic Conversion Tracking: Setup of basic conversion tracking for calls and form submissions to measure campaign effectiveness.
x. Monthly Reporting: Provision of comprehensive monthly reports detailing campaign performance, insights, and recommendations for optimization.
The Services shall be delivered in accordance with the specifications and requirements set forth by the Client, ensuring alignment with the Client’s advertising objectives and goals.
2. Payment Terms
Payment for the Services shall be made as agreed upon by the Parties. The first payment is non-refundable and due upon the commencement of the Services.
The Client agrees to remit payment for the Services rendered within the payment terms specified in the invoice. Late payments may incur additional charges or interest at a rate agreed upon by both Parties.
Term and Termination
This Contract shall commence on the Effective Date and shall continue for the Minimum Term, unless terminated earlier by either Party. Either Party may terminate this Contract upon 30 days’ written notice to the other Party. In the event of termination, the Client shall pay the Agency for all Services provided up to the date of termination, and any outstanding fees owed to the Agency.
Confidentiality
The Parties acknowledge that, in the course of providing the Services, each Party may have access to confidential information of the other Party. Each Party agrees to maintain the confidentiality of the other Party’s confidential information and not to disclose it to any third party without the prior written consent of the other Party, except as required by law.
Ownership and License
The Client shall retain all ownership rights in its intellectual property, including trademarks and copyrights. The Agency acknowledges that it has no ownership rights in any of the Client’s intellectual property. The Client grants the Agency a non-exclusive, non-transferable license to use the Client’s intellectual property solely for the purpose of providing the Services.
Representations and Warranties
The Parties represent and warrant that they have the power and authority to enter into this Contract and to perform their obligations under this Contract. The Agency represents and warrants that the Services provided will be performed in a professional and workmanlike manner and will comply with all applicable laws, rules, and regulations.
Limitation of Liability
The Agency shall not be liable to the Client for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Contract, even if the Agency has been advised of the possibility of such damages. The Agency’s liability to the Client shall be limited to the fees paid by the Client to the Agency under this Contract.
Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of California. Any disputes arising out of or in connection with this Contract shall be resolved through mediation or arbitration in accordance with the rules of California law.
Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, or arrangements, whether oral or written, relating to the Services outlined herein. By remitting payment to the Agency, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including any and all schedules, exhibits, and appendices attached hereto. This Agreement may not be amended, modified, or supplemented except in writing signed by both parties.
1. Services
The Agency shall provide comprehensive Google Advertising services (the “Services”) to the Client. These Services shall specifically include, but are not limited to:
i. Google Ads Account Setup: Creation and configuration of the Google Ads account tailored to the Client's needs.
ii. Keyword Research: Identification and analysis of relevant keywords to target for optimal campaign performance.
iii. Competitor Spy & Research: Comprehensive analysis of competitors' strategies in Google Ads to identify opportunities for differentiation and competitive advantage.
iv. Campaign Setup: Development and implementation of various types of campaigns including Search, Display, and Performance Max campaigns.
v. Ad Groups - Theming Keywords: Organization of up to 10 themed ad groups for effective targeting and campaign management.
vi. Dynamic Ad Groups and Responsive Search Ads: Creation of dynamic ad groups and responsive search ads to enhance ad relevance and performance.
vii. Mobile Call Only Ads: Setup of mobile-optimized ads designed to encourage phone calls to the Client's business.
viii. Ad Extensions: Implementation of various ad extensions, including sitelink, callout, phone, structured snippets, and image extensions to improve ad visibility and performance.
ix. Basic Conversion Tracking: Setup of basic conversion tracking for calls and form submissions to measure campaign effectiveness.
x. Monthly Reporting: Provision of comprehensive monthly reports detailing campaign performance, insights, and recommendations for optimization.
The Services shall be delivered in accordance with the specifications and requirements set forth by the Client, ensuring alignment with the Client’s advertising objectives and goals.
2. Payment Terms
Payment for the Services shall be made as agreed upon by the Parties. The first payment is non-refundable and due upon the commencement of the Services.
The Client agrees to remit payment for the Services rendered within the payment terms specified in the invoice. Late payments may incur additional charges or interest at a rate agreed upon by both Parties.
Term and Termination
This Contract shall commence on the Effective Date and shall continue for the Minimum Term, unless terminated earlier by either Party. Either Party may terminate this Contract upon 30 days’ written notice to the other Party. In the event of termination, the Client shall pay the Agency for all Services provided up to the date of termination, and any outstanding fees owed to the Agency.
Confidentiality
The Parties acknowledge that, in the course of providing the Services, each Party may have access to confidential information of the other Party. Each Party agrees to maintain the confidentiality of the other Party’s confidential information and not to disclose it to any third party without the prior written consent of the other Party, except as required by law.
Ownership and License
The Client shall retain all ownership rights in its intellectual property, including trademarks and copyrights. The Agency acknowledges that it has no ownership rights in any of the Client’s intellectual property. The Client grants the Agency a non-exclusive, non-transferable license to use the Client’s intellectual property solely for the purpose of providing the Services.
Representations and Warranties
The Parties represent and warrant that they have the power and authority to enter into this Contract and to perform their obligations under this Contract. The Agency represents and warrants that the Services provided will be performed in a professional and workmanlike manner and will comply with all applicable laws, rules, and regulations.
Limitation of Liability
The Agency shall not be liable to the Client for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Contract, even if the Agency has been advised of the possibility of such damages. The Agency’s liability to the Client shall be limited to the fees paid by the Client to the Agency under this Contract.
Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of California. Any disputes arising out of or in connection with this Contract shall be resolved through mediation or arbitration in accordance with the rules of California law.
Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, or arrangements, whether oral or written, relating to the Services outlined herein. By remitting payment to the Agency, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including any and all schedules, exhibits, and appendices attached hereto. This Agreement may not be amended, modified, or supplemented except in writing signed by both parties.