Terms & Conditions
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 the Agreement by agreeing to the 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. 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 and We want to ensure that We are providing Purchased Services that We believe reflect the latest standards and best practices.
PURCHASED SERVICES INCLUDE BUT ARE NOT LIMITED TO:
- Competitor Research
- Performance Analysis
- Keyword & Negative Keyword Research
- New Campaign Development
- Unique Ad Copy
- Ad Extension Setup
- Conversion Tracking
- Keyword Level Call Tracking
- Google Analytics
- Regular Campaign Optimization
- Ad Testing
- Bid & Budget Management
- Keyword Expansion
- Search Term Analysis
- Negative Keyword Additions
- Call Quality Analysis
- 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.
4. PAYMENT FOR PURCHASED SERVICES.
Unless otherwise modified by an 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:
- PPC Visibility (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
- PPC Launchpad (monthly ad spend under management between $2,501-$5,000 per month): $2,250.00 paid in three (3) equal installments of $750.00 per month
- PPC Performance (monthly ad spend under management between $5,001-$7,500 per month): $3,375.00 paid in three (3) equal installments of $1,125.00 per month
- PPC Aggressive (monthly ad spend over $7,500 per month): 15% of ad spend above $7,500.00 (i.e. actual usage).
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.
Google Ads and other advertising platforms will charge you directly for Your advertising fees on their respective channels.
You will pay all fees specified in this Agreement. Except as otherwise specified, (i) fees are based on services purchased and not actual usage, and (ii) 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 $7,500 in ad spend will be charged automatically in arrears. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
In the event that your actual ad spend under management for a given month exceeds your Purchased Services budget (for example, above $2,500 for PPC Visibility) by more than 15%, White Peak will charge You for the difference between the Purchased Services plan you were subscribed to and the next higher subscription plan. In such a case, the difference would be charged to the Payment Method on file with White Peak. You may increase or decrease Your ad spend under management at any time, upon request, and in doing you agree to be migrated to the corresponding Purchased Services (Section 4) beginning with your next billing cycle.
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 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.
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.
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.
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.
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 hereof the Purchased Services in Section 2 (Purchased Service), 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 will 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.
18. IN WITNESS WHEREOF,
White Peak and You enter into this Agreement with the intent of being 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.