Terms and conditions
This Agreement sets forth the terms and conditions of Advertiser’s use of StarterPPC’s Services. Either StarterPPC or Advertiser may be referred to individually as a “Party” or together as “Parties”.
- Nature and Scope of the Advertiser’s Engagement of StarterPPC.
- Advertiser and StarterPPC agree that the Advertiser shall engage StarterPPC to perform, and StarterPPC shall perform, the services as may be required from time to time by the Advertiser, including those set forth more specifically below under “Services”.
- Recommended Services. During the term of this Agreement, StarterPPC may recommend services that are not included in this Agreement. In the event that Advertiser chooses to utilize any of the recommended services, Advertiser is responsible for all associated costs.
- Content & Media Requirements. Advertiser agrees that any content, media, landing pages, emails, images, graphics, logos, and pictures shall be provided by the Advertiser (or optional stock photos shall be utilized at Advertiser discretion).
- Call Tracking Software. If Advertiser chooses to use Call Tracking Software, StarterPPC can provide access to Call Tracking Software, referenced and further defined below under “Call Tracking Software.”
- Term and Termination.
- Term. The Term of this Agreement shall commence immediately and shall continue for successive month-to-month terms, unless and until terminated by either Party as set forth herein.
- Termination. Either Party may terminate this Agreement at any time without cause. Mid-month cancellations will not be pro-rated or refunded. The management of the Google Ads account will continue through the end of the billing period unless the Advertiser chooses to end it before that date.
- Termination for Non-Payment. StarterPPC shall have the option to suspend or discontinue its Services and cancel any account that has one (1) payment outstanding and is past due. In the event that a stop-work order is put through StarterPPC’s system, all Advertiser campaigns shall be paused, all access to reporting shall be disabled, all assets purchased through StarterPPC shall be disabled, and all call-tracking numbers shall be disabled until the account becomes current. StarterPPC reserves the right to turn all delinquent accounts over to a third-party collections agency.
- Termination for Network Refusal. In the event that a network ceases to offer or provide access or refuses service to Advertiser, at any time or for any reason, StarterPPC shall have the option to immediately stop providing the Services and terminate this Agreement.
- Fees. Advertiser shall pay StarterPPC the monthly management fee (“Monthly Management Fee”) immediately upon checkout and on the same date of each month thereafter regardless of the status of the campaigns. Advertiser should note that the campaign creation phase (“pre-launch”) can vary in length as it is dependent on multiple factors, including actions required from the Advertiser, actions required from Google, etc.
- Payment. Advertiser acknowledges the Monthly Management Fee for the Services is non-refundable once paid.
- Intellectual Property.
- Except for license grant(s), Advertiser shall solely and exclusively own all rights, title, and interest in and to any elements of text, graphics, photographs, designs, trademarks, ad copy, keywords, keyword phrases, or any other content (“Advertiser Intellectual Property”) furnished to StarterPPC. Advertiser hereby grants to StarterPPC a nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Advertiser’s Intellectual Property solely for the purpose of performing the Services. Advertiser represents and warrants that it has all necessary rights, title, and interest in and to all content, artwork, and designs, including text, images, ad copy, keywords or keyword phrases, or any other content, which are provided to StarterPPC hereunder.
- In the event that Advertiser is not the sole and exclusive owner of the Advertiser Intellectual Property furnished to StarterPPC, Advertiser shall have permission from the rightful owner to use the Intellectual Property in any way and at its sole discretion. Advertiser shall protect, defend, and hold StarterPPC harmless from any claim or suit arising from the use of such Advertiser Intellectual Property furnished by the Advertiser.
- Monthly Marketing Terms. Advertiser acknowledges and agrees to the following:
- No person or agency may make changes to the campaign or campaign assets without the prior written approval of Advertiser and StarterPPC.
- Advertiser is solely responsible for complying with all local, national, and international laws; specifically laws governing data privacy.
- StarterPPC will work to be as reasonably responsive as possible to Advertiser communication and change requests. However, change requests may take as long as 3 business days to complete. Advertiser agrees to provide adequate notice for time sensitive campaign updates.
- Each individual Advertiser account (“Account”) may only advertise on one website. Any Account that is advertising on multiple web properties shall be separated into multiple accounts and each account treated as individual Advertisers for management and billing purposes.
- StarterPPC has no control over the policies of search engines or advertising networks with respect to the type of sites and/or content that search engines accept now or in the future. The Advertiser’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine, advertising network, or directory.
- Work Product and Inventions.
- Except as set forth below, and conditioned upon full payment of all applicable fees, all Services created for Advertiser by StarterPPC (the “Work Product”) shall be considered “work made for hire” with all right, title and interest to such Work Product owned by Advertiser. Advertiser shall have the right to use the Work Product or any part or parts thereof as it sees fit.
- At Advertiser’s request, during and after the term of this Agreement, StarterPPC shall, and hereby does, assign all right, title, and ownership interest in, to, and under the Work Product to Advertiser and shall assist and cooperate with Advertiser in all respects, and shall execute documents, and shall take such further acts reasonably requested by Advertiser to enable Advertiser to acquire, transfer, maintain, perfect, and enforce its intellectual property rights and other legal protections for the Work Product, subject only to Advertiser making full payment of all fees as invoiced by StarterPPC to Advertiser. Work Product shall not include StarterPPC’s preexisting proprietary information and methodologies for delivery of the services set forth herein, document templates, code, or project tools used by StarterPPC to deliver the Services, and StarterPPC-owned materials in the Work Product (collectively, “StarterPPC Intellectual Property”). Nothing herein shall be interpreted to prevent StarterPPC from performing similar or any services for any other advertiser.
- Access Requirements. Advertiser shall provide to StarterPPC access to any existing infrastructure, accounts, online properties, profiles, or applications as well as any information necessary to perform the Services.
- Indemnity. Advertiser agrees to defend, indemnify, and hold harmless StarterPPC from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys' fees, arising from Advertiser’s violation of law, or violation of any copyright, patent, trademarks or other intellectual property rights owned by third-parties, intentional act, omission, or breach of Agreement by Advertiser, its agents, or employees. StarterPPC agrees to defend, indemnify, and hold harmless Advertiser from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys' fees, arising from StarterPPC gross negligence or willful misconduct of StarterPPC, its agents, contractors, or employees. StarterPPC shall not be liable for any third-party claims that arise out of StarterPPC performance of any Services pursuant to instructions provided by Advertiser.
- Limited Warranty. ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES OR INDEMNITIES OF ANY KIND AND NEITHER StarterPPC NOR ITS LICENSORS OR SUPPLIERS, IF ANY, MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY PRODUCTS OR SERVICES OR OTHERWISE RELATED TO THE AGREEMENT. StarterPPC DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF DELIVERABLES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, StarterPPC DISCLAIMS ALL WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Limitation of Liability; Monetary Cap. IN NO EVENT SHALL StarterPPC BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER StarterPPC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL StarterPPC’S AGGREGATE LIABILITY TO ADVERTISER OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE MONTHLY MANAGEMENT FEES PAID BY ADVERTISER TO StarterPPC IN THE PRIOR THREE (3) MONTHS BEFORE THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- Confidential Information. Each Party acknowledges that it shall have access to certain confidential information of the other Party, including the terms and conditions of this Agreement. “Confidential Information” includes all non-public, confidential, or proprietary information disclosed by the other Party or identified by a Party as confidential. Each Party’s Confidential Information shall (i) remain the sole property of that Party and (ii) be used by the other Party only as described herein and may not be disclosed, provided, or otherwise made available to any other third party except that such Confidential Information may be disclosed to the other Party’s employees or agents who have a need to know in the scope of their work during the time they are performing services under this Agreement and are under the other Party’s security and control. Confidential Information does not include (a) information that the recipient can establish was already known to the recipient at the time it was disclosed in connection with this Agreement, (b) information that is developed independently by the recipient or received from another third party lawfully in possession of the information and having no duty to keep the information confidential, (c) information that becomes publicly known other than by a breach of this Agreement, or (d) information disclosed in accordance with a valid court order or other valid legal process. Each Party agrees to hold the Confidential Information of the other Party in strictest confidence and not to copy, reproduce, distribute, publish, or disclose such Confidential Information to any person except as expressly permitted by this Agreement.
- Jurisdiction and Venue; Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona, without reference to its conflict of law provisions. With respect to any litigation based on, arising out of, or in connection with this Agreement, Advertiser expressly submits to the personal jurisdiction of the state and federal courts in Maricopa County, Arizona, and Advertiser expressly waives, to the fullest extent permitted by law, any objection that Advertiser may now or later have to the laying of venue of any such litigation brought in any such court referred to above, including without limitation, any claim that any such litigation has been brought in an inconvenient forum.
- Arbitration. Any dispute or claim arising out of or in connection with any provision of this Agreement shall be finally settled by binding arbitration in Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by one arbitrator appointed in accordance with such rules. The arbitrator shall apply the laws of the State of Arizona to the resolution of any dispute without giving effect to the principles of conflict of laws or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction under the terms of this Agreement. Notwithstanding the foregoing, the Parties may apply to a court with jurisdiction under the terms of this Agreement for preliminary or interim equitable relief, or to compel arbitration. To the extent court action is permitted, the Parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts of Maricopa County, Arizona. The Parties waive all objections and defenses based upon lack of personal jurisdiction in such courts. The Parties further agree to waive the right to a jury in any court trial or proceeding.
- Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties hereto agree to renegotiate such provision(s) in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision(s), then: (i) such provision(s) shall be excluded from this Agreement; (ii) the balance of this Agreement shall be interpreted as if such provision(s) were so excluded; and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
- Assignment. Advertiser may not assign this Agreement, in whole or in part, without StarterPPC’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns. Any assignment or assumption in violation of this Section shall be null and void.
- Entire agreement. This Agreement is the complete and exclusive Agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement shall prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
- Attorney’s Fees. In the event any legal action or arbitration or other proceeding between StarterPPC and Advertiser is brought for the enforcement of this Agreement by either Party, the primarily prevailing Party in such proceeding shall be entitled to recover, in addition to any other appropriate amounts, its reasonable fees, costs and expenses in connection with such proceeding, including, but not limited to, reasonable attorneys’ fees, expert witness expenses, court/arbitration costs, and other expenses of arbitration or litigation.
- Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
- IN WITNESS WHEREOF, StarterPPC and Advertiser execute this Agreement with the intent of being mutually bound by its terms. The signatories below warrant and represent their authority and capacity to bind the entity for which they sign.
Campaign creation – For all new accounts, StarterPPC shall configure all settings and complete the account build based on the data provided by Advertiser.
Existing Account Analysis & Restructure – For all existing accounts, StarterPPC conducts a thorough analysis of existing data and restructures the accounts as needed to promote a more profitable campaign.
Monthly Management & Optimization – Services include all account optimizations necessary to improve the performance of Advertiser’s account: bid management, negative keyword implementation, keyword expansion, ad copy testing, and more according to an optimization schedule that is based on the account’s budget.
Conversion Tracking Setup – StarterPPC will setup all appropriate conversion tracking codes within the account(s) and utilize Google Tag Manager wherever possible. It is Advertiser’s responsibility to provide any access necessary to setting up a Google Tag Manager account.
Call Tracking Software – Advertiser will be asked to choose between the following 4 options in order to track incoming calls:
- Please provide a call tracking number that tracks incoming calls as leads/conversions if the call lasts 60 seconds or longer.
- Please provide a call tracking number that allows me to rate incoming calls as leads or irrelevant callers so that only the true leads are reported back to Google as conversions. I understand that this means my Google Ads account won't have any conversion data unless I listen to & rate incoming calls.
- I will provide my own call tracking number and I will send incoming calls to the StarterPPC team to be uploaded as conversions.Dynamic number insertion tracking will be utilized; this requires the phone number on Advertiser’s website to be formatted as text and may not be part of an image.
- My business does not accept incoming calls & I therefore don't want to track call leads.
If Advertiser chooses option #1 or #2, dynamic number insertion tracking will be utilized; this requires the phone number on Advertiser’s website to be formatted as text and may not be part of an image.
Remarketing – Basic remarketing along with the setup of banner ads. Some networks prohibit the remarketing of any product or service that is deemed sensitive.
Service Fee – Paid advertising campaign creation, existing account analysis and/or restructuring, conversion tracking setup for applicable conversion actions, diversified ad group development, ad collateral placement and optimization, remarketing & retargeting campaign development, competitor analysis and monitoring, market & segmentation research, optimization and management of attribution models, demographic and interest-based targeting, geo-targeting, call tracking installation, Google Analytics installation and setup, monthly reporting, creation and development of custom and shared library audiences, ongoing campaign optimization, performance and budget management, manual bid adjustments using enhanced CPC (where applicable), continued split testing for ads.
PLANS AND PRICING
Advertiser acknowledges and agrees to the following:
- The Approved Monthly Ad Spend is a budget set by the Advertiser.
- All Approved Monthly Ad Spend spend is charged separately from the Monthly Management Fee that StarterPPC bills to the Advertiser. Approved Monthly Ad Spend is paid by the Advertiser directly to the advertising network(s).
- The Advertiser is responsible for defining Advertiser’s Approved Monthly Ad Spend. Any changes to the Approved Monthly Ad Spend spend must be approved by the Advertiser in writing.
CALL TRACKING SOFTWARE
StarterPPC will use a call tracking number to track the length of incoming calls. Any calls lasting longer than 60 seconds are automatically counted as a lead in Google Ads.
Advertiser has the option of providing their own call tracking number instead. Incoming calls will need to be sent to Google Ads either through an integration or by Advertiser providing spreadsheets with incoming call lead data periodically (which StarterPPC will upload into Google Ads on behalf of the Advertiser). If Advertiser chooses this option, Advertiser is responsible for providing incoming call data so that Google and StarterPPC team will be able to see how many leads came from ads. Advertiser understands that refusing to provide call data may inhibit the ability to properly manage and optimize the campaign.