Terms and Conditions
All rates provided in this agreement are for the work actually contemplated by this agreement. In the event that additional work is required or requested beyond what is reasonably contemplated by this agreement, Customer agrees to pay any additional charges for such unanticipated or requested work at an hourly rate or monthly fee mutually agreeable to both parties.
Content Due Dates (image, sound, video are applicable)
Content shall be done in a timely manner and content not utilized within
each three month period – due to a lack of response to our calls and emails – is no longer owed by Sync Online Media. We will schdule at most one phone call and one email per month in a notification log to ensure we have met our obligation. Assuming this level of contact has been kept, then we are no longer responsible for content ninety days past due. In addition, all final content at the end of the contract shall be used within a sixty day period.
Customer Provided Material & Decisions
Customer will provide in a timely manner to Sync Online Media all materials and decisions, including but not limited to text content, stock graphics, project pictures, customer logos in proper electronic format, etc., required by Sync Online Media under this agreement.
Sync Online Media will charge the account credit card, bank account, PayPal account, etc. monthly based on start date of account. This remedy is in addition to any other remedies available under law to Sync Online Media.
Interest on Overdue Invoices
Customer shall pay interest on any overdue amounts at the rate of 10% per month.
Any late payment shall be subject to costs of collection, including reasonable legal fees.
Limitation of Liability
SYNC ONLINE MEDIA IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY CUSTOMER FOR SERVICES UNDER THIS AGREEMENT GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL SYNC ONLINE MEDIA BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH
Governing Law and Forum
This Agreement shall be governed by and construed in accordance with the substantive laws of the United States and the State of California. Any action shall be initiated and maintained in a forum of competent jurisdiction in the State of California and Customer consents to jurisdiction by the State and Federal courts sitting in the State of California. Process may be
served on either party by US Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the California state law.
This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a
court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.
Neither party shall be liable for delays caused by events beyond its reasonable control. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.
This agreement is made at the time of purchase between Sync Online Media and your company (“The Client”).
- Sync Online Media has expertise and experience in the development and management of PPC Search Engine Campaigns in Google Adwords and Bing Ads as shown by our Bing Ads and Google Adwords certifications.
B. Client desires to have Sync Online Media develop and deploy PPC Search Engine Campaigns as outlined in Document A, attached herein (the “Development”).
In consideration of the mutual covenants set forth in this Agreement, Sync Online Media and the Client hereby agree as follows:
- Development of PPC Campaign and Optimization Services.
Sync Online Media agrees to install, create, develop, manage, and employ custom PPC Advertising tactics.
Sync Online Media agrees to develop the PPC Campaign pursuant to the Specifications set forth in Document A.
- Delivery Dates and Milestones.
Sync Online Media will use reasonable rigor in the process and development of the PPC Campaign in Google Adwords and Bing Ads. Sync Online Media will also make an endeavour to deliver reports to the client on all milestones and alerts on a bi-weekly basis. Client acknowledges, however, that this delivery deadline and the other payment milestones are estimates, and are not required delivery dates. Sync Online Media will retain all documents, source code, keyword lists and other assets employed or created for client during the time of this agreement’s validity. The client will receive only the output formats of Sync Online Media’s work where applicable. The output is to be used only within the scope of the project as outlined in Document A. The client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Sync Online Media for use in the PPC Campaign and Strategy created under this Agreement.
- Services Provided.
PPC Campaign and Optimization services are intended to provide the client with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. Some of the PPC Campaign and Optimization tactics include:
4.1 PPC Keyword Selection Services.
Sync Online Media will manage a list of keywords and phrases relevant to client’s desired search terms based upon
- Research conducted by Sync Online Media.
- Client-provided analytics and metrics for particular terms or phrases.
- Competitive analysis of keyword terms currently in market use.
4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.
Advertising Copy. Sync Online Media shall write an advertising copy that is designed to drive (although not guarantee) high quality traffic to client website(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.
Campaign Budgeting. Sync Online Media and the client shall agree upon an initial budget for all PPC efforts prior to beginning to the campaign.
Campaign Creation and Implementation. Sync Online Media shall set up independent PPC accounts in client name with all of the agreed-upon PPC Advertising Networks. The account shall also be subject to the agreed-upon budgets.Sync Online Media shall create various campaigns (or one if depending on the number of websites and products being promoted) with varying advertising copy, keywords and demographic targeting based on Sync Online Media’s research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.
If necessary, Sync Online Media may create special Web Pages (“landing pages”) to which all click-through actions. Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.
Monitoring and Reporting. Sync Online Media shall monitor and manage client’s PPC campaign and monitor CPC (cost per click) rates. Bids shall may be adjusted in order to maximize high quality traffic. Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to client on a bi-weekly basis or, depending on the status of the campaign, monthly.
4.3 ROI and Conversion Tracking Software.
In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, Sync Online Media will monitor and configure software packages. Sync Online Media shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to client. Sync Online Media will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.
Sync Online Media will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to client upon execution of this Agreement.
4.4 Service Disclaimers.
The Client acknowledges the following with respect to services:
- Sync Online Media accepts absolutely no responsibility for policies of PPC Advertising Networks (Google Adwords, Bing Ads, 7Search, etcetera), third-party search engines, directories or other web sites that Sync Online Media may or may not submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. The Client also agrees not to hold Sync Online Media responsible for any liability or actions taken by Third-Party Resources under this Agreement.
- The Client acknowledges that the nature of many Sync Online Media’s resources may employed under this Agreement are competitive in nature. Sync Online Media does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. The Client acknowledges that Sync Online Media’s past performance is not indicative of any future results that The Client may experience.
- The Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by Sync Online Media may repeat these inclusion times.
- The Client acknowledges that any of the PPC advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
- The Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Sync Online Media shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.
- Sync Online Media will make an endeavour to make every effort to keep client informed of any changes that Sync Online Media is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. The Client acknowledges that Sync Online Media may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaign.
- The nt’s advertising; its availability or availability related to the funds in the the Client’s account. The Client is solely responsible for all advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.
For all of Sync Online Media’s services under this Agreement, the Client shall compensate Sync Online Media, in cash or through other payment methods, pursuant to the terms of Exhibit A attached hereto. In the event client fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Sync Online Media has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Sync Online Media, whether leased to client by Sync Online Media or not and any Sync Online Media personnel or staff from client location(s), or (3) bring legal action.
Client and Sync Online Media acknowledge and agree that the Specifications and all other documents and information related to the development of PPC Campaign (the “Confidential Information”) will constitute valuable trade secrets of Sync Online Media. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Sync Online Media’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
- Limited Warranty and Limitation on Damages.
Client waives any warranty, express or implied. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Sync Online Media as set forth in Exhibit A attached hereto.
- Independent Contractor.
Sync Online Media shall be retained as independent contractor. Sync Online Media will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Sync Online Media’s behalf. Sync Online Media understands that it will not be entitled to any fringe benefits that client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
Client agrees to make available to Sync Online Media, for Sync Online Media’s use in performing the services required by this Agreement, such items of hardware and software as client and Sync Online Media agree are reasonably necessary for such purpose. Client agrees to make available any access to services deemed necessary by Sync Online Media to fulfill its obligations under this Agreement.
- General Provisions.
10.1 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.
10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois. Exclusive jurisdiction and venue shall be in the State of Illinois.
10.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of client and Sync Online Media and their respective successors and assigns, provided that Sync Online Media may not assign any of its obligations under this Agreement without client’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.
10.5 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.
10.6 No Right to Assign.
Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Sync Online Media, which consent can be withheld for any reason.
10.7 Right to Remove Resources.
In the event client fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Sync Online Media has the right to remove any PPC campaign under Sync Online Media control until payment is paid in full, plus accrued late charges of 2% per month.
Client warrants that everything it provides Sync Online Media to employ in the PPC campaign is legally owned or licensed to client. Client agrees to indemnify and hold Sync Online Media harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client’s products/services, material supplied by client, copyright infringement, and defective products sold via the PPC campaign. Client agrees to indemnify Sync Online Media from responsibility for problems/disruptions caused by third-party services that client 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 PPC campaign.
10.9 Use of Material for Promotional Purposes.
Client grants Sync Online Media the right to use its work in producing the PPC campaign for promotional purposes and/or to cross-link it with other advertising developed by Sync Online Media. Client grants Sync Online Media the right to list, reference or otherwise identify client as a client of Sync Online Media in Sync Online Media’s advertising and marketing.
10.10 No Responsibility for Loss.
Sync Online Media 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 PPC campaign. Sync Online Media is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.
10.11 Right to Make Derivative Works.
Sync Online Media 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 PPC campaign.
10.12 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.
10.13 Identification of Sync Online Media.
Client agrees that Sync Online Media identification may be annotated, and remain within the code or on the web site as the authors. client also agrees to put Sync Online Media’s copyright notices on the PPC campaign reports and the relevant content therein.
10.14 Transfer of Rights.
In the event Sync Online Media is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to client. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.