Two Trees PPC, LLC. (“Company” or “we”) will provide you with account management services for your online paid media platforms through your own accounts, as described in any applicable Order Confirmation (the “Services”). In order to provide Services at a reasonable cost, Two Trees PPC, LLC does not customize this standard Agreement.
In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:
Company shall provide some or all of the following services:
Company shall develop and deploy a custom strategy for PPC based advertising. Company will work with Customer to develop targeted ads and markets and will work with PPC providers to ensure strategic placement of customer ads.
Company shall provide all technical assistance and expertise to ensure Customer’s website(s), domains, and other equipment and services are correctly configured to maximize placement. Company shall set up and manage all PPC accounts with providers.
Customer will be billed per the rates advertised on website at time of accepting the agreement, then charged each month via invoice.
Customer acknowledges the following with respect to services:
For all of Company’s services under this Agreement, Customer shall compensate Company pursuant to the product details advertised on Company’s website. Full payment received upon order completion is applied to the first month of service. Company shall automatically bill Customer where agreed on next billing date, one calendar month following first payment. In cases where an invoice is issued, payment shall be due within 10 days of the invoice date. If payment is not made timely, a penalty of 5% of the outstanding balance will accrue per week up to the maximum amount permitted by law.
In addition to imposing late fees, Company has the right, in the event of nonpayment of any amounts due, to pursue any or all of the following remedies: (1) terminate the Services immediately, (2) remove equipment, software, services or resources owned by Company, whether leased to Customer by Company or not and any Company personnel or staff from Customer location(s), (3) bring legal or collection action.
If legal or collection action is necessary Customer shall be responsible for all fees, attorney’s and otherwise, and costs to do so.
Customer and Company acknowledge and agree that all documents and information related to the development of Services (the “Confidential Information”) will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. A non-disclosure agreement will be signed upon commencement of service, protecting both parties.
Company warrants that Services will conform to this Agreement for a period of 1 month from the date of acceptance by Customer. If Services does not conform to the Specifications, Company shall be responsible to correct Services without unreasonable delay, at Company’s sole expense and without charge to Customer, to bring Services into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Company does not warrant that Services will work on all platforms.
Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) under this Agreement is the cancellation of this Agreement.
Company shall not be liable for any damages, harm, impairment, or destruction of or to Customer’s equipment, data, information, web sites, web pages, networks, brand, and reputation, or any other form of damage, either direct or indirect, unless caused by Company’s negligence or malfeasance.
Company shall be retained as independent contractors. Company will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company’s behalf. Company understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
Customer agrees to make available to Company, for Company’s use in performing the services required by this Agreement, such items of hardware and software as Customer and Company agree are reasonably necessary for such purpose. Customer agrees to make available any access to services, hosting, ftp or other resources deemed necessary by Company to fulfill its obligations under this Agreement.
7.1 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.
7.2 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 Sacramento County Superior Court.
7.3 Binding Effect.
This Agreement shall be binding upon and ensure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of their obligations under this Agreement without Customer’s prior written consent.
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.
7.5 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.
7.6 No Right to Assign.
Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.
Either party may cancel this Agreement by providing at least 30 days notice in advance of the next billing date. For certainty, a cancellation notice sent contemporaneous to a timely monthly payment, will cancel the service at the end of the month for which that payment was due.
Customer warrants that everything it provides Company to employ in Services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of the Services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Services. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer 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 Services or multimedia project.
7.9 Use of Material for Promotional Purposes.
Customer grants Company the right to use its work in producing the Services for promotional purposes and/or to cross-link it with other advertising developed by Company. Customer grants Company the right to use Company’s work in advertising and marketing, including client testimonials. Upon request by the Customer, testimonials can be anonymized so that the Customer name and or business will not be specifically identified.
7.10 No Responsibility for Loss.
Company 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 Services. Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Services under this Agreement.
7.11 Right to Make Derivative Works.
Company 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 Services. Company shall retain all intellectual property rights for work produced. Customer shall have a nonexclusive right to make use of any work produced or materials provided for their own internal use. Customer shall not share, sell, or otherwise distribute the works or materials outside of Customer’s company.
7.12 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.
7.13 Identification of Company.
Customer agrees that Company identification may be annotated, and remain, within the code or on the Web Site as the authors. Customer also agrees to put Company’s copyright notices on the Services and the relevant content therein.
7.14 Domain Name and other Accounts.
Any domain name registered, or account created on Customer’s behalf, including PPC accounts will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name. Customer is responsible for renewing Customer’s domain name.