PPC Management Terms & Conditions

1. INTRODUCTION.

The terms and conditions set forth herein constitute the full and complete agreement for Purchased Services (hereinafter “Agreement”) between White Peak Growth Partners, LLC, of 1 E. Liberty Street, Suite 600, Reno, Nevada 89501 (hereinafter “White Peak” or “Us”  or “We” or “Our”), and the entity listed as the Company in the above form (hereinafter “Partner” or “You” or “Your”), and its assigns, agents, and contractors.

If You do not agree to be bound by this Agreement, do not accept this Agreement by electronically signing the related proposal you have been provided.

2. PURCHASED SERVICE.

The Pay-Per-Click Management services selected by You (“Purchased Services”) shall be provided by White Peak to Partner throughout the Subscription Term. Following Your campaign kickoff call, it can take 5-10 business days before we have completed the campaign set up, subject to the complexity of the campaign and your responsiveness if/when We have questions. Individual features of the Purchased Services may be changed at any time, at Our sole discretion, provided the alternative features of the Purchased Services are of a comparable value. This flexibility is important because Google and other search engines regularly change their products. We want to ensure that We are providing Purchased Services that reflect the latest standards and best practices. When changes to the campaign are requested, please allow two business days for those changes to be applied.

PURCHASED SERVICES MAY INCLUDE BUT ARE NOT LIMITED TO:

Campaign Research

• Competitor Research
  
• Performance Analysis
• Keyword & Negative Keyword Research

Campaign Set-Up

• New Campaign Development
• Unique Ad Copy
• Ad Extension Setup
• Conversion Tracking
• Keyword Level Call Tracking
• Google Analytics

Campaign Optimization

• Regular Campaign Optimization
• Ad Testing
• Bid & Budget Management
• Keyword Expansion
• Search Term Analysis
• Negative Keyword Additions
• Call Quality Analysis

Campaign Reporting

• Campaign Reporting
• 24 x 7 Access to Online Reporting Dashboard

3. TERM OF PURCHASED SUBSCRIPTIONS.

This Agreement shall become effective as of the date You make Your first Subscription Fee Installment payment (the “Effective Date“) and shall continue for a total of three months (the “Initial Subscription Term“) and will automatically be extended on a month-to-month basis (each a “Renewal Subscription Term“)  (together and separately a “Subscription Term”), unless either Party terminates the Agreement as defined herein. You are committing to pay the full Subscription Fee, defined below. This ensures we have sufficient time (90 days) to optimize your campaign for success. If you pause your campaign or desire to terminate your relationship with us prior to the Initial Subscription Term, you will be fully responsible for the full Subscription Fee. Do not purchase our PPC Management services if you do not agree to this three month Initial Subscription Term.

4. PAYMENT FOR PURCHASED SERVICES.

Unless otherwise modified by a written amendment to this Agreement that has been signed by the Parties, Partner shall pay a “Subscription Fee” to White Peak equal to the amount listed below based on the Purchased Services You selected:

• On-going Google Ads Management & Optimization (monthly ad spend under management up to $2,500 per month): $1,500.00 paid in three (3) equal installments of $500.00 per month

Each installment above a “Subscription Fee Installment”). You shall pay the first Subscription Fee Installment online via credit card only, once you have accepted this Agreement.

There is also a one-time Google Ads Management Set Up fee, details shall be outlined in your electronically accepted proposal (which is incorporated as part of these terms and conditions by reference) associated with your purchase and that will be paid prior to work beginning on the campaign. Additionally, various Optional Add-on Services may have been purchased by you. If such is the case, those services will be charged according to the fee schedule outlined in your electronically accepted proposal.

Google Ads and other advertising platforms will charge you directly for Your advertising fees on their respective channels.

5. FEES.

You will pay all fees specified in this Agreement. Payment obligations are noncancelable and fees paid are non-refundable.

6. ONGOING PAYMENT OBLIGATIONS.

You will provide White Peak with valid and updated credit card information (a “Payment Method”). You authorize Us to charge such Payment Method for all Subscription Fee Installments defined in this Agreement for the Initial Subscription Term and any Renewal Subscription Term(s) as set forth in Section 3 (“Term of Purchased Subscriptions”). Such charges shall be made in advance, on or about the anniversary date of Your first Subscription Fee Installment payment. Fees for actual usage above $2,500 in ad spend will be charged automatically, in arrears according to the terms of your electronically accepted proposal. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

You may increase or decrease Your ad spend under management at any time, at your discretion. Account or campaign changes will typically occur within two business day and all ad budget changes will be confirmed by Us in writing, email being sufficient.

Monthly fees for a Renewal Term shall be equal to a Subscription Fee Installment of the plan to which you are subscribed at the time of the renewal.

7. OVERDUE CHARGES.   

If a Subscription Fee Installment payment is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher.

8. SUSPENSION OF SERVICE.

If any amount owed by You under this or any other agreement for Our services is ten (10) or more days overdue in the case of amounts You have authorized Us to charge to Your Payment Method, We may, without limiting Our other rights and remedies, suspend Our services to You until such amounts are paid in full. In the event that such a suspension of services occurs during the Initial Term, you agree that you will still be responsible for paying the full Subscription Fee for the Initial Term.

9. ATTORNEY’S FEES.

If either Party breaches any term, covenant or condition of this Agreement, the breaching Party shall pay the other Party’s reasonable expenses, including attorney’s fees, incurred in enforcing its rights under this Agreement.

10. PAYMENT DISPUTES.

We will not exercise Our rights under Section 7 (Overdue Charges) or 8 (Suspension of Service) above if, at White Peak’s sole discretion, You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

11. HOLD HARMLESS.

Partner acknowledges and agrees White Peak has no control over the policies of search engines and/or social networks with respect to the type of sites and/or content that they accept now or in the future. The Client’s website or content may be excluded from any directory, social network, or search engine at any time at the sole discretion of the social network, search engine, or directory. If at any time a social network, search engine or directory refuses to list Partner, White Peak will not be held responsible.

FURTHER, DUE TO THE COMPETITIVENESS OF SOME KEYWORDS/PHRASES, ONGOING CHANGES IN SEARCH ENGINE RANKING ALGORITHMS, AND OTHER COMPETITIVE FACTORS, WE CANNOT GUARANTEE A PARTICULAR SEARCH POSITION OR ADVERTISEMENT POSITION FOR ANY PARTICULAR KEYWORD, PHRASE, OR SEARCH TERM. ADDITIONALLY, YOU UNDERSTAND THAT  DUE TO THE COMPETITIVE NATURE OF ONLINE ADVERTISING AND COMPETING FOR CUSTOMERS ONLINE AND VARIOUS OTHER FACTORS, WE CANNOT AND DO NOT GUARANTEE ANY SPECIFIC CAMPAIGN RESULTS AND YOUR OBLIGATIONS, SPECIFICALLY RELATED TO PAYMENT OF FEES, SHALL NOT BE IMPACTED BY THE RESULTS OF YOUR CAMPAIGN.  

12. WARRANTIES OF TITLE.

Partner represents and warrants that the use of all elements that Partner provides to White Peak for Purchased Services or otherwise, including text, images, ad copy, keywords or keyword phrases, or any other content, will not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, privacy and publicity rights, contractual rights, or other rights of any third party.

13. GOVERNING LAW.

This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.

14. ASSIGNMENT.

This Agreement may not be assigned to another party, in whole or in part, without White Peak’s written consent. Any attempt to assign this Agreement without such consent will be null and void.

15. TERMINATION.

This Agreement may not be terminated for convenience. Either Party may terminate this Agreement by providing written notice of termination to the other Party at least seven (7) days prior to the end of a Subscription Term, at which point the Agreement will not renew beyond the then-current Subscription Term.

16. SEVERABILITY.

If any provision of this Agreement is held to be illegal,  invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

17. ENTIRE AGREEMENT.

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASED SERVICES DESCRIBED IN SECTION 2 (PURCHASED SERVICES), SUPERSEEDING 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 WILL PREVAIL OVER ANY CONTRARY OR INCONSISTENT TERMS IN ANY PURCHASE ORDER OR COMMUNICATIONS. THIS AGREEMENT MAY ONLY BE MODIFIED, OR ANY RIGHTS UNDER IT, WAIVED, BY A WRITTEN DOCUMENT EXECUTED BY BOTH PARTIES.

18. IN WITNESS WHEREOF,  

White Peak and You enter into this Agreement to be mutually bound by its terms. By accepting these Terms & Conditions (i.e., this Agreement), You warrant and represent that You have the authority and capacity to bind the Partner.