SEA contract - Google Ads Adwords

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 ("Customer").

Preambles

France Web Design has experience and expertise in the development and management of Google Ads search engine campaigns, also known as PPC.
The Customer wishes France Web Design to develop and deploy Google Ads search engine campaigns as set out in Appendix A, attached hereto.

1. Google Ads contract agreements

In consideration of the mutual covenants set forth in this agreement, the Customer and France Web Design agree as follows:

Development of the Google Ads campaign and optimisation services.

France Web Design agrees to create, install, manage, develop and use custom Google Ads advertising tactics on the terms listed in Appendix A attached hereto.

2. Google Ads contract specifications

France Web Design undertakes to develop the Google Ads campaign in accordance with the specifications set out in Appendix A.

3. Delivery dates and milestones.

France Web Design will exercise due diligence in the development of the PPC / Google Ads / Adwords Campaign and Strategy and will endeavour to deliver all deliverables and milestones to the Client on a monthly basis. The Customer acknowledges, however, that this delivery time and other payment milestones are estimates, and are not binding delivery dates. France Web Design will retain all documents, source code, keyword lists and other assets used or created for the customer during the performance of this agreement. The result is to be used solely for the purpose of the project as described in Appendix A. The client will retain all intellectual property rights to any text, images or other components that 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 Google Ads campaign and optimisation tactics are designed to provide the client with preferential positioning in selected paid search engines and to report results on an ongoing and timely basis. Some of the Google Ads campaign and optimisation tactics include:

4.1 Google Ads keyword selection services.

France Web Design will manage a list of keywords and expressions corresponding to the search terms requested by the customer, based on the following elements

Research carried out by France Web Design.
A competitive analysis of the keywords currently used on the market.
Other analyses and measurements provided by the customer for specific terms or phrases.

4.2 Google Ads campaign components, implementation, ongoing search and reporting services.

Advertising copy. France Web Design will write advertising copy designed to drive 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 monitored and 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 independent Google Ads accounts on behalf of the client with all agreed Google Ads advertising networks and subject to agreed budgets. France Web Design will create a variety of campaigns with different ad copy, keywords and target demographics based on France Web Design's research. Campaigns may differ in copy and keyword usage depending on the individual Google Ads / Adwords advertiser.

France Web Design may create special web pages ("landing pages") to which all click-through actions are directed. Creative services rendered under this agreement may be subject to separate fees and conditions 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 can be adjusted to maximise high quality traffic. Non-performing keywords can 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 that it is deemed necessary and vital to install ROI tracking software or other metrics, France Web Design will control and configure the software ("Installation" or "Software"). France Web Design will not be responsible for retaining copies, backups or any other form of the Software after the original copies have been provided to the Customer. France Web Design will not ensure the maintenance of the Installation, the updates, or any daily task necessary for the maintenance of the Software within the framework of this Agreement.

France Web Design will not manage or maintain copies of software licenses or installations under this Agreement. All software installation licenses will be returned to the Customer upon execution of this Agreement.

4.4 Disclaimer regarding Google Ads services

The Customer 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 be subject with respect to the classification or type of content it accepts, either now or in the future. The Customer's website or content may be excluded or banned from any Third Party Resource at any time. The customer agrees not to hold France Web Design responsible for any liability or action taken by third party resources under this agreement.

b) The Customer acknowledges that the nature of many of the resources 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 Customer acknowledges that France Web Design's past performance is not indicative of any future results it may achieve.

c) The Customer acknowledges that Google Ads advertising may be subject to the policies and procedures of the individual advertising network. Any modification or change to any resource employed by France Web Design may repeat these inclusion times.

d) The Customer acknowledges that any Google Ads network, search engine, directory or other resource may block, prevent or cease to accept Submissions for an indefinite period of time.

e) The Customer acknowledges that Google Ads advertising networks or search engines may remove listings from their database for no apparent or foreseeable reason. France Web Design will resubmit 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 use its best endeavours to keep the Client informed of any changes of which France Web Design is aware and which have an impact on the Google Ads campaign and strategy and their execution under this contract. The Customer acknowledges that France Web Design may not be aware of changes in third party resources, industry changes or any other changes that may or may not affect the Google Ads / Adwords campaign.

g) The Customer acknowledges that France Web Design cannot guarantee the exact placement of the Customer's advertising; its availability or the availability of funds in the Customer's account. The customer is solely responsible for all advertising costs and must maintain adequate funds in all third party accounts to maintain inclusion in these resources.

5. Compensation.

For all services rendered by France Web Design under this agreement, the Client shall pay France Web Design, in cash, in accordance with the terms of Schedule A attached hereto. In the event that the Customer fails to make any of the payments set forth in Schedule A by the deadline set forth in Schedule A, France Web Design shall have the right, but shall not be obligated, to pursue any or all of the following remedies: (1) terminate the agreement, (2) remove any equipment, software, services, or resources owned by France Web Design, whether leased to the customer by France Web Design or not, and all France Web Design personnel from the customer's location, or (3) take legal action.

6. Confidentiality.

The Customer 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 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 any person, directly or indirectly, all or any part of the Confidential Information.

7. Limited warranty and limitation of damages.

The Customer waives all warranties, express or implied. The Customer waives any claim for damages, direct or indirect, and accepts that its sole and exclusive remedy in the event of damages (contractual or tortious) is the reimbursement of the consideration paid to France Web Design, as indicated in Exhibit A attached hereto.

8. Independent contractor.

France Web Design will be retained as an independent contractor. France Web Design will be solely responsible for paying its own income tax on any remuneration earned under this agreement. The client will not withhold or pay any income, social security or other payroll taxes on behalf of France Web Design. France Web Design understands that it will not be entitled to any benefits that the Client provides to its employees generally or to any statutory benefits, including, but not limited to, workers' compensation or unemployment insurance.

9. Equipment.

The customer agrees to make available to France Web Design, for the use of France Web Design in the performance of the services required by this agreement, the hardware and software that the customer and France Web Design agree are reasonably necessary for this purpose. The customer agrees to make available any access to the 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 with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

10.2 Applicable 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 shall be binding upon and inure to the benefit of the Customer and France Web Design and their respective successors and assigns, it being understood that France Web Design may not assign any of its obligations under this contract without the prior written consent of the Customer.

10.4 Waiver.

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 that party's right to enforce and thereafter require strict compliance with each and every term and condition of this Agreement.

10.5 Good faith.

Each party represents and warrants to the other that it has acted, and agrees to continue to act, in good faith in the negotiation, execution, delivery, performance and any termination of this Agreement.

10.6 No right of assignment.

The customer does not have the right to transfer, sell, modify or alter this contract in any way whatsoever, unless France Web Design has given its express prior written consent, which may be withheld for any reason whatsoever.

10.7 Right to withdraw resources.

In the event that the customer fails to make any of the payments set out in Appendix A within the time period set out in Appendix A, France Web Design has the right to withdraw any Google Ads / Adwords campaign under France Web Design's control until payment is made in full, plus accrued late fees of 2% per month.

10.8 Compensation.

The customer warrants that anything provided to France Web Design for use in the Google Ads / Adwords campaign is legally owned or licensed by the customer. The customer agrees to indemnify and hold France Web Design harmless from all claims made by any third party relating to any aspect of the Google Ads / Adwords campaign, including, but not limited to, all demands, liabilities, losses, costs and claims, including attorneys' fees, arising from injuries caused by the customer's products/services, customer-supplied materials, copyright infringement and defective products sold via the PPC campaign. The customer agrees to indemnify France Web Design from liability for problems/disruptions caused by third-party services the customer 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 material 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 advertising developed by France Web Design. The client grants France Web Design the right to list references or identify the client as a France Web Design client in France Web Design's advertising and marketing.

10.10 No liability for loss.

France Web Design shall have no liability for any third party disrupting, interfering with or otherwise copying files in whole or in part 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 carry out derivative work.

France Web Design will have exclusive rights to create derivative works of its work, practices, coding, programming or any other work relating to the Google Ads / Adwords campaign.

10.12 Legal fees.

In the event that one of the parties to this Contract engages a lawyer to enforce any of the terms of the Contract, the prevailing party shall be entitled to recover its actual legal fees and costs, including expert fees.

10.13 Identification of France Web Design.

The client accepts that France Web Design's identification be annotated, and remain in the code or on the website as authors. The client also agrees to place France Web Design's copyright notices on Google Ads / Adwords campaign reports and relevant content within them.

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 customer. The transfer of rights does not apply to non-transferable third-party licences and proprietary material belonging to developers.

Part A

Some of the tactics that France Web Design will use as part of its service offering are as follows:

- Monitoring of individual advertisements and replacement of underperforming advertisements with new texts.
- Analysis of keyword performance and elimination of the worst-performing keywords.
- Identification of keyword opportunities based on ad and keyword performance.
- Creation or modification of ad groups based on ad and keyword performance.
- Modification of ad and keyword bids to maximise high-quality traffic.
- Recommendations for improving landing page performance
- Review of competitor campaigns to identify keyword, ad and landing page opportunities.
- Monthly report on account statistics and changes
- Monitoring and recording of telephone calls for analysis purposes