Date: August 1st 2022

Definitions

1. “Services” or “Scope of Work” means the services and the scope of work detailed below, it includes and is not limited to pay per click management services; all services may be amended by the parties in writing from time to time.
2. “Contract” and “agreement” mean this document and all the rights and obligations in relation to the Parties described herein. 
3. “Payment” means the fee charged for each Service billing cycle or term. 
4. “Writing” and “written” means direction or statements provided in this Contract as well as in other forms such as emails and similar communications.
5. “Party” or the “Parties” mean the parties to this Contract. 

Our Services

We agree to carry out the following Services that will continually adapt to meet the needs of the PPC industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.

We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own. 

Description of services provided: 

Our PPC management services may include the following tasks as part of monthly management: 

• Keyword research, strategy, and planning
• PPC competitor analysis and ongoing monitoring
• Monitoring and identifying opportunities to improve results
• Bid Management
• Landing Page Performance Review
• Ad Placement and Targeting Adjustments
• Cost and Performance Analysis
• Geo-targeting Improvements
• Check In Calls/Meetings
• Keyword Management
• Monthly Campaign Performance Report
• Ad Copy Optimization and Testing
• Conversion/Budget Optimization
• Call Tracking, Scheduling,  Audience Targeting
• Reporting

Our PPC management program may cover the following ad platforms: 

• Google Ads (Search & Display Network) 
• Google Shopping 
• Youtube Advertising 
• Instagram Ads
• LinkedIn Ads 
• Bing Advertising 
• Twitter Ads 
• Remarketing/Retargeting (across search engines and social platforms) 
• Facebook Ads

It is with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.  

The Client’s Responsibilities

1. You agree to: 

1. Have read, understood, and accepted as binding all definitions, rights, and obligations outlined in this document. 
2. Provide us with the information, access, passwords and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognizing you are responsible for the accuracy and legal use of any information submitted to us.
3. Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
4. Obtain and maintain all necessary permissions and consents in connection with the Services. 
5. Meet the payment schedules and requirements defined in this document. 

Duration 

Your services will be effective starting on the date of payment and/or mutually agreed and will have a mandatory 1-month no-cancellation term. After the mandatory no-cancellation term, this service will continue on a rolling month-to-month basis until terminated in accordance with the definitions under Termination.

Payment

You agree to pay the fees to us in consideration of the Services we are providing to you based on the schedule provided in the e-signed contract.

Additional Charges. We will invoice you for any additional services during the next billing cycle in which it may be included. You agree to remit payment for Additional Charges per the terms stated on the invoice for such charges. Any additional charges shall be agreed upon with the customer.

1. Our hourly rate you will be billed at for additional charges is $55 USD

Late Payments. Any invoices or fees that are not paid when due shall bear no penalty for seven (7) days only. You shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder. 

Default. Payment default will result if you fail to make any payment to us by the due date plus seven (7) days; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%. 

Disputes. You shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern.

Termination

Effective at the expiration of the mandatory no-cancellation term, either Party has the right to terminate the Contract by giving a minimum of fourteen (14) days written notice to the other Party assuming you have paid all amounts due or payable to us, excluding those disputed in good faith. 

As an exception, either Party has the right to terminate the Agreement immediately, irrespective of the no-cancellation term if the other:

1. Has committed a breach of this Agreement, unless the breach is capable of remedy, in which case the innocent Party will have the right to terminate if the other Party has failed to remedy the breach within fourteen 14 days after receiving written notice to do so.
2. Goes into bankruptcy or liquidation either voluntary or compulsory (except for the purpose of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets. 

If this Contract is terminated, we will continue to provide the Services and you will continue to pay the fees during any period of notice, except in accordance with the exceptions mentioned above. You will also be required to pay us immediately for any other Services we have provided at your request that have not yet been paid for. 

Any and all obligations of the Parties, which either expressly or by their nature continue beyond the termination date of the Contract, will survive termination on a pro-rata basis as agreed to under Payment.

Warranties

You warrant to: 

1. Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder; 
2. Comply with license terms for any and all items provided, installed, and/or maintained by us; 
3. Comply with all applicable laws and regulations governing transmissions of data; 
4. and not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms. 
5. Not solicit any of our employees or contractors during the Duration of this Contract and for a period of twelve (12) months after the termination hereof. 

We warrant:

1. That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry. 
2. No other warranties of any kind whether expressed or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose. 

All warranties or conditions whether expressed or implied by law are hereby expressly excluded in favor of this Agreement. 

Liability

You agree that we cannot be held liable for any results outside of our control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms. 

You understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose top rankings or be excluded from paid results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control. 

Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

You further agree to:

1. Accept full and exclusive responsibility for your business’ performance and customer satisfaction. 
2. Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
3. Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.

In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. 

In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 6 month period. 

You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage. 

Indemnification

You agree to hold harmless, defend and indemnify us, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract. 

If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. 

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question. 

Jurisdiction and Interpretation

This Contract will in all respects be subject to and construed in accordance with the laws of Ontario/Canada. 

The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of Ontario/Canada and subject to interpretation under court hearing.

Confidentiality 

Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Agreement. 

Each Party will maintain the information’s confidentiality and will not disseminate it to any third party, unless so authorized by the other Party in writing.