SEA Contract – Google Ads Adwords
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This agreement is entered into at the time of purchase between France Web Design, 128 rue la Boétie, 75008 Paris («France Web Design») and your company («Client»).
Preambles
France Web Design has experience and expertise in the development and management of Google Ads search engine campaigns, also called PPC.
The client wishes for France Web Design to develop and deploy Google Ads search engine campaigns as indicated in Appendix A, attached hereto
1. Google Ads Contract Agreements
In consideration of the mutual commitments set forth in this agreement, the client and France Web Design agree as follows:
Google Ads campaign development and optimization services.
France Web Design agrees to create, set up, manage, develop, and employ customized Google Ads advertising tactics according to the terms listed in the attached Appendix A.
2. Google Ads Contract Specifications
France Web Design undertakes to develop the Google Ads campaign in accordance with the specifications set forth in Appendix A.
3. Delivery dates and milestones.
France Web Design will exercise reasonable diligence in the development of the PPC / Google Ads / Adwords Campaign and the Strategy and will endeavor to deliver to the client all deliverables and milestones on a monthly basis. The client acknowledges, however, that this delivery schedule and the other payment milestones are estimates and are not binding delivery dates. France Web Design will retain all documents, source codes, keyword lists, and other assets used or created for the client during the performance of this agreement. The result must be used only as part of the project as described in Appendix A. The client will retain all intellectual property rights in any text, image, or other component it owns and delivers to France Web Design for use in the Google Ads campaign and strategy rendered under this agreement.
4. Services provided.
The services of SEA Campaign and Google Ads Optimization are intended to provide the client with preferred positioning in selected paid search engines and to report results on an ongoing and timely basis. Some of the Google Ads campaign and optimization tactics include:
4.1 Google Ads keyword selection services.
France Web Design will manage a list of keywords and phrases corresponding to the search terms desired by the client, based on the following items
Research conducted by France Web Design.
A competitive analysis of the keywords currently used in the market.
Other analyses and measurements provided by the client for specific terms or phrases.
4.2 Google Ads campaign components, implementation, ongoing research and reporting services.
Ad copy. France Web Design will write ad copy designed to generate high-quality traffic to the client’s website(s), based on the various keywords identified and selected in section 4.1. Click-through rates will be tracked and the copy will be adjusted based on these reports.
Campaign budgeting. France Web Design and the client will agree on an initial budget for all Google Ads efforts.
Campaign creation and implementation. France Web Design will create separate Google Ads accounts on behalf of the client with all agreed-upon Google Ads advertising networks and subject to the agreed budgets. France Web Design will create various campaigns with different ad copy, keywords, and demographic targets, based on France Web Design’s research. Campaigns may differ in copywriting and keyword use depending on the individual Google Ads / Adwords advertiser.
France Web Design may create special web pages («landing pages») to which all click actions are directed. Creative services rendered under this agreement may be subject to separate fees and terms for website design and development.
Monitoring and reporting: France Web Design will monitor and manage the client’s Google Ads campaign and control CPC (cost per click) rates. Bids may be adjusted in order to maximize high-quality traffic. Underperforming keywords may be removed from the Google Ads / Adwords campaign based on the results of these reports. Reports will be provided to the client on a monthly basis.
4.3 ROI and conversion tracking software.
In the event it is deemed necessary and vital to install ROI tracking software or other metric measurement, France Web Design will manage and configure the software (the «Installation» or the «Software»). France Web Design will not be responsible for keeping copies, backups, or any other form of the Software after delivering the original copies to the client. France Web Design will not provide maintenance of the Installation, updates, or any daily task necessary for maintaining the Software under this Agreement.
France Web Design will not manage or maintain copies of licenses for software or installations under this agreement. All licenses for software installations will be delivered to the client upon execution of this Contract.
4.4 Disclaimer regarding Google Ads services
The client acknowledges the following with respect to the services:
a) France Web Design accepts no responsibility for the policies of Google Ads advertising networks, third-party search engines, directories, or other websites («Third-Party Resources») to which France Web Design may submit with respect to the classification or type of content it accepts, whether now or in the future. The client’s website or content may be excluded or banned from any Third-Party Resource at any time. The client agrees not to hold France Web Design responsible for any liability or action taken by Third-Party Resources under this agreement.
b) The client acknowledges that the nature of a large number of resources that France Web Design may use under this Agreement is competitive. France Web Design does not guarantee position, consistent positioning, or specific placement for any particular Google Ads keyword, phrase, or search term. The client acknowledges that France Web Design’s past performance is not indicative of future results it may obtain.
c) The client acknowledges that Google Ads advertising may be subject to the policies and procedures of the individual advertising network. Each modification or change made to any resource employed by France Web Design may repeat these inclusion times.
d) The client acknowledges that any Google Ads advertising network, search engine, directory, or other resource may block, prevent, or cease accepting submissions for an indefinite period.
e) The client acknowledges that Google Ads advertising networks or search engines may remove listings from their database without apparent or foreseeable reason. France Web Design will resubmit the resources to the search engine based on the current policies of the search engine in question and the possible use of paid inclusion programs.
f) France Web Design will endeavor to do everything possible to keep the client informed of any changes of which France Web Design is aware that impact the Google Ads campaign and strategy and their execution under this contract. The client acknowledges that France Web Design may not be aware of changes in third-party resources, changes in the industry, or any other change that may or may not affect the Google Ads / Adwords campaign.
g) The client acknowledges that France Web Design cannot guarantee the exact placement of the client’s advertising; its availability or availability related to funds in the client’s account. The client is solely responsible for all advertising costs and must maintain adequate funds in all third-party accounts in order to maintain inclusion in these resources.
5. Compensation.
For all services rendered by France Web Design under this agreement, the client must compensate France Web Design, in cash, in accordance with the terms of attached Exhibit A. In the event that the client does not make any of the payments mentioned in Exhibit A by the due date set forth in Exhibit A, France Web Design has the right, but is not obligated, to pursue any one or all of the following remedies: (1) terminate the agreement, (2) remove equipment, software, services, or resources belonging to France Web Design, whether leased to the client by France Web Design or not, and all France Web Design personnel from the client’s location, or (3) bring legal action.
6. Confidentiality.
The client and France Web Design acknowledge and agree that the Specifications and all other documents and information related to the development of the Google Ads / adwords Campaign (the «Confidential Information») shall constitute valuable trade secrets of France Web Design. The client shall keep the Confidential Information strictly confidential and shall not, at any time during or after the term of this agreement, without the prior written consent of France Web Design, disclose or make available to anyone, directly or indirectly, all or any part of the Confidential Information.
7. Limited warranty and limitation of damages.
The Client disclaims all warranties, express or implied. The client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy in the event of damages (contract or tort) shall be reimbursement of the consideration paid to France Web Design, as set forth in attached Exhibit A.
8. Independent contractor.
France Web Design will be retained as an independent contractor. France Web Design shall be solely responsible for paying its own income taxes on any compensation earned under this agreement. The client shall not withhold or pay any income tax, social security tax, or any other payroll tax on behalf of France Web Design. France Web Design understands that it will not be entitled to employee benefits that the client generally provides to its employees or to statutory benefits, including, but not limited to, workers’ compensation or unemployment insurance.
9. Equipment.
The client agrees to make available to France Web Design, for France Web Design’s use in performing the services required by this contract, the hardware and software items that the client and France Web Design agree are reasonably necessary for this purpose. The client agrees to make available any access to services deemed necessary by France Web Design to fulfill its obligations under this Agreement.
10. General provisions.
10.1 Entire agreement.
This agreement contains the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings, written or oral, between the parties regarding the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
10.2 Governing law.
This agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Exclusive jurisdiction and venue shall be in the State of Arizona.
10.3 Binding effect.
This contract is binding upon and inures to the benefit of the client and France Web Design and their respective successors and assigns, provided that France Web Design may not assign any of its obligations under this contract without the client’s prior written consent.
10.4 Waiver.
The waiver by either party of any breach or of enforcement of any of the terms and conditions of this Contract at any time shall not affect, limit, or in any way waive the right of such party thereafter to enforce and require strict compliance with each term and condition of this Contract.
10.5 Good faith.
Each party represents and warrants to the other that it has acted in good faith, and agrees to continue to do so, in the negotiation, signing, delivery, performance and any termination of this Agreement.
10.6 No right of assignment.
The client has no right to assign, sell, modify or alter in any way this agreement, unless France Web Design has given its prior express written consent, which may be refused for any reason whatsoever.
10.7 Right to withdraw resources.
In the event that the client fails to make any of the payments set forth in Appendix A within the time period prescribed in Appendix A, France Web Design has the right to withdraw any Google Ads / Adwords campaign under the control of France Web Design until payment is made in full, plus late fees accrued at 2% per month.
10.8 Indemnification.
The client warrants that everything it provides to France Web Design for its use in the Google Ads / Adwords campaign is legally owned or authorized by the client. The client agrees to indemnify and hold France Web Design harmless from any claims brought by a third party regarding any aspect of the Google Ads / Adwords campaign, including, but not limited to, any demands, liabilities, losses, costs and claims, including attorneys’ fees, arising from injuries caused by the client’s products/services, materials provided by the client, copyright infringement and defective products sold via the PPC campaign. The client agrees to indemnify France Web Design from liability for issues/disruptions caused by third-party services that the client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services related to the ownership and operation of the PPC campaign.
10.9 Use of materials for promotional purposes.
The client grants France Web Design the right to use its work in the production of the Google Ads / Adwords campaign for promotional purposes and/or to link it to other advertisements developed by France Web Design. The client grants France Web Design the right to list references or identify the client as a client of France Web Design in France Web Design advertising and marketing.
10.10 No liability for losses.
France Web Design shall have no liability for any third party disrupting, interfering with or otherwise copying files in part or in whole on any or all of the work performed for the Google Ads / Adwords campaign. France Web Design is not responsible for downtime, lost files, incorrect links or any other loss that may occur in the operation of the Google Ads / Adwords campaign under this Agreement.
10.11 Right to create derivative works.
France Web Design shall have the exclusive rights to create derivative works of its work, its practices, its coding, its programming or any other work relating to the Google Ads / Adwords campaign.
10.12 Attorneys’ fees.
In the event that either party to this Agreement retains an attorney to enforce any of the terms of the Agreement, the prevailing party shall have the right to recover its actual attorneys’ fees and costs, including expert fees.
10.13 Identification of France Web Design.
The client agrees that France Web Design identification shall be annotated, and remain in the code or on the website as authors. The client also agrees to include France Web Design copyright notices on the Google Ads / Adwords campaign reports and the relevant content thereof.
10.14 Transfer of rights.
In the event that France Web Design is unable to continue maintaining the Google Ads / Adwords campaign services, non-exclusive rights to the Google Ads / Adwords campaign will be granted to the client. The transfer of rights does not apply to non-transferable third-party licenses and proprietary material belonging to the developers.
Appendix A
Some of the tactics that France Web Design will use as part of its service offering are as follows:
– Tracking individual ads and replacing the lowest-performing ads with new copy.
– Analyzing keyword performance and eliminating the lowest-performing keywords.
– Identifying keyword opportunities based on ad and keyword performance.
– Creating or modifying ad groups based on ad and keyword performance.
– Adjusting ad and keyword bids to maximize high-quality traffic.
– Recommendations to improve landing page performance
– Reviewing competitors’ campaigns to identify keyword, ad, and landing page opportunities.
– Sending a monthly report on statistics and changes made to the account
– Tracking and recording phone calls for analysis purposes
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