PPC Profit Pros

PPC Profit Pros Marketing Contract - Compass Behavioral Health


 

PPC Profit Pros Marketing Contract - Compass Behavioral Health

 

The CLIENT defined below (“CLIENT”) and PPC PROFIT PROS, INC. (“PPCPP”) hereby agree to be bound by this Marketing Cover Page and the attached Skai Brand Services Agreement (collectively, the “Agreement”). In the event of a conflict between the terms of this Cover Page and the Skai Brand Services Agreement, the order of precedence shall be as follows: (1) this Cover Page; (2) the Skai Brand Services Agreement. All capitalized terms used in this Cover Page will have the meaning as defined herein or within the Skai Brand Services Agreement.

 

“PPCPP”:

Company Name: PPC Profit Pros, Inc.

Name: Aaron Adamson

Title: Founder & CEO

Email: aaron@ppcprofitpros.com

Address: 10620 Treena Street, Suite 230, San Diego, CA, 92131

Phone: 1-858-201-5117

Website: https://ppcprofitpros.com

 

“CLIENT”:

 

 

Term. This Agreement shall commence on the Service Start Date and shall start as a one year commitment by the CLIENT and PPCPP as defined below ("Initial Term"); Each Term shall automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. 

Termination. If either Party materially defaults (including but not limited to the willful, material and wrongful disclosure of Confidential Information) in the performance of any of its duties or obligations under this Agreement (except for a default in payments by Tenet) which default is not substantially cured within thirty (30) days after written notice is given to the defaulting Party specifying the default, or, with respect to those defaults which cannot reasonably be cured within thirty (30) days, if the defaulting Party fails to proceed within thirty (30) days to commence curing said default and to proceed with all due diligence substantially to cure the default, but in any event does not substantially cure the default within ninety (90) days, then the Party not in default may, by giving written notice of termination to the defaulting Party, terminate this Agreement as of a date specified in the notice of termination (the “Termination Date”) such Termination Date being subsequent to the date of the notice of termination.

Service Start Date: Service shall commence after the signing of this agreement and this date will be considered the beginning billing date.

Currency: This contract will quote fees in USD.

ONE TIME SETUP FEE: 

$2,000, charged to the CLIENT at the beginning of the engagement (work to start after payment).

  • To include:
    • PPC: PPC account creation and revenue tracking setup, trafficking into Skai, includes specialist fees as needed.
    • Dashboard: Custom holistic profit focused dashboard creation, with client access logins.
    • PPC Landing Page: Creation of an PPC landing page with the following features:
      • Built in Unbounce.
      • Includes variations.
      • Mobile optimized.
      • Fully responsive design.
      • Installation of Google Tag Manager GTM, and relevant tracking tags.
      • Installation of your logo.
      • Timing: Landing page development will not start until all requested content has been received from the CLIENT and payment is received. PPCPP will perform the services within 10 business days after receiving full payment, all requested content from client. PPCPP is not responsible for any delays on the part of the CLIENT including content delays, responding to requests, or any other delay that prolongs the completion of the landing page.
      • Cancellations and Refunds: Web page design and development projects require extensive resources, consumes PPCPPs employee time and incurs internal expenses for PPCPP. Therefore, once your payment is processed it is non-refundable. If a project gets cancelled by the CLIENT, then all monies paid will be retained by PPCPP unless clear negligence by PPCPP is shown. Negligence by the PPCPP is defined as any breach of this agreement by PPCPP.
      • Changes: Any substantial changes to content after content has been approved by the CLIENT, may incur additional charges. Any changes requested by the CLIENT that are outside the scope of a PPC landing page and variations therein, such as extra customizations, modifications, or any other changes outside of the scope either during build, or after page completion, will be billed at $75 per hour.

MONTHLY MANAGEMENT FEES:   

Monthly management fees will commence as of the signing of contract. These ongoing monthly fees will be sent in a each month's invoice, and due on a monthly basis, in a post-pay fashion, and shall be composed of the following individual fees and charges listed below. 

  • Monthly PPCPP Professional Marketing Services Fee: 22% of Monthly Media Spend  OR $2,000 Per Month, Whichever is Higher.  This covers the entire professional PPC marketing management, optimization and profit maximization services provided by PPCPP to the CLIENT.   
    • PPC Account Optimization: Profit optimize your Google Ads account through deep work on: Competitor analysis, keywords, ads, & campaigns.
    • Skai Optimization: AI PPC keyword bidding & account management (PPCPP pays Skai fees).
    • Adalysis Optimization (when necessary/applicable): PPC ad creation, testing (PPCPP pays Adalysis fees).
    • PPCPP Call Tracking: Measure, analyze, and tie-in profit of call-based sales.
      • Included Services: Profit tracking through lead calls, unlimited call recording minutes and call transcriptions, call forwarding, IVR (if needed), analytics and reporting.
      • *Extra Fees: Local minutes, 5 cents/min., toll free 8 cents/min., SMS 5 cents/message (works with local tracking numbers only).  Tracking phone numbers are $5 each for local and $10 each for toll free (most businesses need 2-3 tracking numbers depending upon volume of site visitors).
    • Callingly: Software that offers "speed to lead" services to maximize conversion rates on form lead submissions through calling back your sales staff within one minute of lead submission so your sales staff can instantly call and close deals. Getting back to leads within a minute increases conversion rates 5x.
    • PPCPP Analytics. Our proprietary custom cloud based reports, including creation and maintenance.
    • Technical support management and escalation to the service providers above by PPCPP personnel.
    • Monthly meeting with the CLIENT to review campaigns holistically.
    • Paid Social & Ecommerce (when applicable):  PPCPP will provide ongoing optimization of the Paid Social campaigns. PPCPP does not engage or monitor comments left on paid social ads and may need some assets to be created by the CLIENT for brand alignment.
    • Testing: Tests will be designed and undertaken on a continuous basis, to be focused on profit maximization in the areas of: Keywords, ads, landing pages, and conversion forms.
    • Analytics & Tracking: PPCPP will provide access to custom cloud based dashboards, from the end of month one onwards, using data from all PPC marketing channels, the website and the CRM.
    • Skai, Adalysis, Unbounce Fees & *Core Call Tracking Fees: Included in the PPCPP professional services fee.
    • Package Specifics:
      • Audience: People that are in need of your services.
      • KPIs: Maximizing Profit as the main KPI with secondary KPIs to be used in support of profit such as: CTR, CPC, lead CR, Sales CR, CPL, and CPA.
      • Keywords: All keywords to be inherited from the previous PPC marketing program to then be evolved by PPCPP for the CLIENT to maximize profit.  To this end, PPCPP will be setting up Skai automated bidding, performing keyword audits and optimization work on keyword positives, negatives, trends, head terms, tail terms, match type mix, search query analysis, and more, in order to help to maximize CLIENT profits.
      • Creative: All creative is to be provided by the CLIENT.  PPCPP will provide ad specs and best practices and iterative ideas based on creative supplied by the CLIENT, with the aim of maximizing the CLIENT’s profit. If there is no existing creative, PPCPPP to supply creative with guidance, collaboration, and in some cases, image and video assets provided by the CLIENT.

Support Services 

  • Hours: Mon – Fri: 9:00 AM – 5:00 PM PST. PPCPP will also utilize, when applicable, Skai’s K-24/7 support to open any CLIENT tickets that require Skai’s Technical Account Management (TAM) teams to support your campaigns. These requests typically revolve around 3rd party integrations, pulling historical engine data or Skai research teams. 
  • Services: CLIENT shall be given direct access to one named PPCPP account manager, and without additional charge, shall be entitled to receive the services pertaining to the services that the CLIENT has signed up for.

Video Testimonial Interview

The CLIENT agrees to participate in a video testimonial interview if requested by PPCPP which will consist of a few questions about the PPC performance garnered for the CLIENT by PPCPP and the CLIENT's plans for the future due to any performance improvement garnered for the CLIENT by PPCPP. 

Out of Scope Changes/Requests:
Anything outside of this scope may require a revised estimate.

Notes on Timing:

  • In order to proceed according to the timelines noted above, full participation from the CLIENT's team is necessary.

PAYMENTS

Payment shall be made to PPCPP through automatic pre-authorized ACH digital bank transfer auto-accepted mandate within 5 business days from the end of the billed period. 

Payments to PPCPP from the CLIENT are due monthly, 5 business days after invoicing, and done through an automatic ACH withdrawal system, from the CLIENT'S business bank account, through PPCPP's payment service provider, GoCardless. Any payment not paid by the CLIENT to PPCPP, when due, shall bear interest at the rate of 10% per month (but no more than the maximum rate allowed by applicable law) and, shall constitute sufficient cause for PPCPP to immediately suspend performance and terminate this agreement, if they so desire. 

FAILURE TO PAY.  

If no payment or agreement is made, the CLIENT will later receive a final demand for payment stating payment must be made in full immediately. PPCPP will charge the client all reasonable costs incurred in the enforcement of their rights under this agreement, including costs incurred in tracing the client if there has been a change of address without PPCPP being informed, any costs of using a collections agency and any legal costs.  Missing payments could have severe consequences for the CLIENT, including but not limited to, legal action which may incur further costs that the CLIENT will be charged for and the possibility that obtaining credit may be more difficult or impossible for the client to obtain in the future.

How PPCPP Works with the CLIENT

  1. Slack: Quick informal communication on general topics between our teams.
  2. Monday.com: Tasks, lead/sale documentation, task communication.
  3. Email: We try to limit communication through email.

PPCPP Needs the Following After Contract Signing from the CLIENT and Receipt of Payment from the CLIENT (to be collected during the kickoff call).

  1. Landing Page Requirement:
    1. CNAME: PPCPP needs access to the CLIENT's domain registrar to create a new CNAME record to point to the new domain or subdomain of the new page/site. Please Google user invitation instructions based on who you bought your domain from. If GoDaddy - instructions.
      OR
    2. Wordpress: CLIENT to give PPCPP access to Wordpress to link site with Unbounce.
  2. Google Tag Manager Access: Instructions. If no account, PPCPP will make one.  PPCPP uses this to place marketing tracking tags on CLIENT domains and subdomains.
  3. Google Ads Access: If no account, the following link shows how to create the shell for a Google Ads account and how to give PPCPP access - instructions. PPCPP needs this in order to build and run the CLIENT's PPC campaigns.
  4. Google Analytics Access: Instructions. If no account, PPCPP will make one. PPCPP uses Google Analytics as part of their suite of marketing analytics in order to report on and optimize the CLIENT's PPC campaigns.
  5. CRM: If the CLIENT uses a CRM such as Salesforce or Hubspot, the CLIENT will add PPCPP as a user so they can integrate inbound and outbound tracking and revenue data, for profit optimization.

 

COMPETITIVE ENGAGEMENTS.

During the Term, PPCPP shall not engage in any business or activity that directly or indirectly competes with any current or planned business or activity of the CLIENT without prior written approval from the CLIENT.

The CLIENT wishes to work with the following companies for the following types of work.  PPCPP is in agreement that these engagements will not be considered to be competitive:

  1. Art if Online Marketing:  Web hosting, building website pages, and managing ADA compliance.
  2. Ninestone Marketing: SEO and CRM management.
  3. First Page Sage: Content writing for organic SEO development.

 

WARRANTIES AND REPRESENTATIONS

  • By the CLIENT. The CLIENT represents, warrants and covenants to PPCPP that;
    • The CLIENT owns all rights, title, and interest in, or otherwise has full right and authority to permit the use of the CLIENT content,
    • To the best of CLIENT’s knowledge, the CLIENT's content does not infringe on the rights of any third party, and use of the CLIENT's content as well as any Trademarks in connection with the project does not and will not violate the rights of any third parties.
    • The CLIENT shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials.
    • The CLIENT shall comply with all laws and regulations as they relate to the services and deliverables.

 

INDEMNIFICATION/LIABILITY

  • By CLIENT. The CLIENT agrees to indemnify, save and hold harmless PPCPP from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of CLIENT’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Contractor shall promptly notify PPCPP in writing of any claim or suit;
  • The CLIENT has sole control of the defense and all related settlement negotiations; and
  • PPCPP provides the CLIENT with commercially reasonable assistance, information and authority necessary to perform the CLIENT’s obligations under this section. The CLIENT will reimburse PPCPP for any reasonable out-of-pocket expenses incurred by PPCPP in providing such assistance.
  • PPCPP uses outside hosting partners for all of its Website Hosting. The CLIENT agrees to hold PPCPP harmless from any liability due to third party hosting.
  • By PPCPP. Subject to the terms, conditions, express representations and warranties provided in this Agreement, PPCPP agrees to indemnify, save and hold harmless the CLIENT from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with PPCPP’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of the CLIENT provided that
    • The CLIENT promptly notifies PPCPP in writing of the claim;
    • PPCPP shall have sole control of the defense and all related settlement negotiations; and
    • The CLIENT shall provide PPCPP with the assistance, information and authority necessary to perform PPCPP’s obligations under this section. Notwithstanding the foregoing, PPCPP shall have no obligation to defend or otherwise indemnify the CLIENT for any claim or adverse finding of fact arising out of or due to the CLIENT's Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by PPCPP.
  • Limitation of Liability. The services and the work product of PPCPP are sold “as is.” In all circumstances, the maximum liability of PPCPP, its directors, officers, employees,  design
    agents and affiliates (“Contractor Parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of PPCPP.  In no event shall PPCPP be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by PPCPP, even if PPCPP has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

 

TRADEMARKS and COPYRIGHTS.

The CLIENT represents to PPCPP  and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to PPCPP for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend PPCPP from any claim or suit arising from the use of such elements furnished by the CLIENT. Copyright to the assembled work of Web pages produced by PPCPP is owned by PPCPP but such work becomes the absolute right of the CLIENT to use for evermore. The CLIENT certifies ownership of all content (including images) provided to PPCPP  during the time of development and added to the site by the CLIENT themselves post launch.

Warranties and Maintenance

As part of our monthly service to you, PPCPP performs all available updates when it comes to tracking code updates, Wordpress updates, plugins, and theme updates. In some instances 3rd party software updates can cause a conflict and an issue may occur on your website. Our warranty covers any conflict with a 3rd  party application or code for 6 months, beginning at the date of your launch. Any work that needs to be done to fix an issue caused by a 3rd  party, will be billed at our standard rate of $75 per hour.

Disputes

If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each
party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute.

If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected.  Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers’ fees, will be allocated by the arbitrator.

No Partnership

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.

Backlink

The CLIENT gives permission for PPCPP to feature a small text link in the footer of the website that gives credit to PPCPP as the developer of the client’s website. 

Governing Law

This agreement will be governed by and construed in accordance with the laws of the state of California.

Severability

If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable in the State of California.

 

 

(Skai Brand Services Agreement follows)

SKAI BRAND SERVICES AGREEMENT

 

This Brand Services Agreement, dated as of the CLIENT’s signature date below ("Effective Date"), is between PPC Profit Pros, Inc, a Delaware Incorporated company with an address at 10620 Treena Street, Suite 230, San Diego, CA, United States 23130 (“PPCPP”), and CLIENT, as defined in the Cover Page. 

 

RECITALS

PPCPP is a licensee of:

  1. the Skai Search™ Platform, a search management solution that enables the optimization of SEM campaigns on various search engines (“Skai Search”); and
  2. a licensee of the Skai Local™ Platform, a search management solution that enables the optimization of local SEM campaigns on various search engines (“Skai Local”); and
  3. a licensee of the Skai Social™ Platform, a search management solution that enables the optimization of Social campaigns on various Social engines (“Skai Social”); and
  4. a licensee of the Skai Retail™ Platform, a search management solution that enables the optimization of Retail campaigns on various Retail engines (“Skai Social”); and

 

If Skai is made a part of this agreement as set forth in the Cover Page, the CLIENT desires to use the services provided by the Platform (the “Services”), and PPCPP is willing to provide the Services on the terms and conditions as set forth herein.

 

AGREEMENT

The parties hereby agree as follows:

  1. Scope of Services. In consideration for CLIENT’s payment to PPCPP of the fees set forth in the Cover Page, and subject to the terms and conditions hereof, PPCPP shall provide the Services to CLIENT during the Initial Term for the purpose of CLIENT’s use of search-engine campaign optimization services enabled via the Search and/or Skai Local and/or Skai Retail, and/or, as applicable, and as detailed in the applicable Cover Page only for managing Brand’s CLIENT's SEM and social campaigns. 

 

  1. Account Administration. For receipt of the Services, if the CLIENT is managing their work in Skai themselves, the CLIENT shall be given Usernames (as defined in the Cover Page) and passwords from Skai for logging into the Platform. CLIENT shall be solely and entirely responsible and liable for activity that occurs by using its Usernames and shall be responsible for maintaining the confidentiality of its passwords. CLIENT undertakes to update PPCPP, promptly and in writing, in a manner directed by PPCPP, upon the creation of a new Brand CLIENT account, the cancellation of an existing Brand CLIENT account, or the issuance or cancellation of a Usernames. In the event that a Brand CLIENT ceases to be a CLIENT of Brand, upon such ex-Brand CLIENT’s request and a written notification by PPCPP to CLIENT, PPCPP shall be entitled to transfer to such Brand CLIENT, or to a different Brand of Brand CLIENT’s designation, its data. Currently, the Services are available to CLIENT for certain search engines: such as Google, Bing and Baidu (each, a "Search Engine Provider") and on Facebook and Twitter (a “Social Network”), as applicable, per the scope of Services defined in applicable Cover Page. 

 

  1. Support. As part of the Services, during the term of this agreement, PPCPP and Skai will provide the  CLIENT technical support for the Platform during the Technical Support Hours and time zone specified in the applicable Cover Page, and shall include, in addition to services described in the Cover Page, troubleshooting response (by telephone, chat or email, at PPCPP’s and Skai’s full discretion), receipt of minor updates, bug fixes, and patches for reproducible and verifiable errors in the Platform. If and as required, CLIENT will enable PPCPP and Skai to provide CLIENT with direct technical support.
  2. Consideration. In consideration for the Services provided to the CLIENT, the CLIENT shall pay PPCPP Fees set forth in the Cover Page. Service Fees will remain firm through the Initial Term of this agreement. Payments shall be made according to the payment terms set forth in the applicable Cover Page. If no payment terms are specified in the applicable Cover Page, payments shall be made within thirty (5) days following the end of the relevant month. Any payment not paid by CLIENT to PPCPP when due shall bear interest at the rate of 10% per month (but no more than the maximum rate allowed by applicable law) and, shall constitute sufficient cause for PPCPP to immediately suspend performance and terminate this agreement.

 

  1. Taxes. Unless otherwise stated, PPCPP’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). If any such Taxes are required to be withheld, CLIENT shall bear the amount withheld and pay an amount to PPCPP such that the net amount payable to PPCPP after withholding of taxes shall equal the amount that would have been otherwise payable under this agreement. If PPCPP has the legal obligation to pay or collect Taxes for which CLIENT is responsible under this section, the appropriate amount shall be invoiced to and paid by CLIENT unless CLIENT provides PPCPP with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

  1. Intellectual Property Rights & Ownership. PPCPP hereby grants to CLIENT, and CLIENT hereby accepts, a non-exclusive, non-transferable (except as expressly provided in this agreement), and limited right for CLIENT to access and use the Platform, if the CLIENT is managing their program themselves, for the sole purpose of utilizing the Services. As used in this agreement, the “Platform” includes the Platform, all software and programming related to the Platform, and all intellectual property rights related to any of the foregoing. Accordingly, except as expressly permitted by this agreement, CLIENT may not, (i) directly or indirectly or by itself or through any other person or entity, use, rent, lease, sell, transfer (by sublicense, assignment or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Platform and/or any part thereof other than review capabilities to Brand CLIENTs; (ii) reverse engineer, decompile, or otherwise attempt to discover the source code for the Platform; (iii) represent that it possess any proprietary interest in the Platform and/or Services; and (iv) except as specifically permitted hereunder, not use the name, trademarks, trade-names, and logos of PPCPP and Skai. All rights not specifically granted hereunder are reserved to PPCPP. 

 

  1. Data. 

 

  1. CLIENT owns and retains all rights, title and interest in and to all data derived from CLIENT's use of the Services ("Service Data"); provided, however, that CLIENT hereby grants PPCPP the right to use any Service Data solely (i) as part of its business operations; to disclose aggregate statistics about the Service in a manner that will not allow identification of CLIENT or CLIENT's information; (ii) to the extent necessary to (a) perform its obligations under this agreement; (b) operate, manage, test, maintain and enhance the Platform; and/or (c) protect the Platform from what, in PPCPP’s reasonable and actual determination, is a serious and immediate threat to the Services and/or Platform; (iii) if required by court order or law or required or requested by any governmental Brand; and/or (iv) as hereafter otherwise expressly and in writing authorized by CLIENT.

 

  1. PPCPP shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Service Data caused by CLIENT and/or any of its behalf and/or by any third party. 

 

  1. Confidentiality. During the term hereof, each party may have access to certain non-public proprietary, confidential and/or trade secret information or data of the other party and/or of the Brand CLIENTs, whether furnished before or after the Effective Date, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the "Confidential Information"). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this agreement and/or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the "Representatives") on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this agreement including but not limited, to integrate with third parties if and as requested by CLIENT; provided that the foregoing, shall not prohibit PPCPP from using CLIENT’s and/or Brand’s CLIENTs’ data in aggregated form; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties' obligations with respect to Confidential Information shall expire five (5) years from the date of termination of this agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. For avoidance of doubt, all Platform designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Platform shall be considered Confidential Information of PPCPP. In addition, the Platform may include integration with third party software, which software shall be considered Confidential Information of its licensor, and any CLIENT’s data processed via such third party software shall be considered Confidential Information of CLIENT.

 

  1. PPCPP Warranties. 
    1. PPCPP hereby warrants that the Platform shall at all times be in compliance with any terms and conditions applicable to all Search Engine Providers, Retail providers, and Social Networks, as applicable, as well as with any laws, international conventions, codes or regulations in any applicable jurisdiction.

 

  1. PPCPP warrants that it will process data pursuant to Skai's Privacy Policy published at http://www.Skai.com/privacy-policy/ as amended from time to time.
  1. CLIENT Warranties. 

 

  1. CLIENT acknowledges that each Search Engine Provider, Retail Provider and Social Network as applicable to this agreement maintains various terms and conditions for usage thereof, and CLIENT hereby warrants that its usage of the Platform shall at all times be in full compliance with any terms and conditions applicable to all Search Engine Providers, Retail Providers, and Social Networks, as applicable, as well as with any laws, international conventions, codes or regulations in any applicable jurisdiction. By signing this agreement, CLIENT represents that is was never, directly or indirectly, in breach of any Search Engine Provider and/ or Social Network terms and conditions or denied by such Search Engine Provider and/ or Social Network as applicable from using its network due to a breach of its respective terms and conditions. CLIENT will notify PPCPP without delay upon receipt of any such notice. It is hereby agreed that the breach of this Section by CLIENT shall be considered a material breach of the Agreement and PPCPP will have the right to immediately terminate the Agreement.   

 

  1. CLIENT acknowledges that the Services are dependent upon access to telecommunications and internet services. CLIENT warrants that it will be solely responsible for acquiring and maintaining all telecommunication and internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses and taxes of any kind related to the foregoing. PPCPP shall not be responsible for any loss or corruption of Service Data, lost communications or any other loss or damage of any kind arising from any such telecommunications and internet services.

 

  1. CLIENT represents and warrants that it will not use the Services or the Platform in a way or for any purpose that infringes or misappropriates any third party’s intellectual property or personal rights and that CLIENT's trademarks do not infringe any intellectual property right of any third party. 

 

  1. CLIENT acknowledges that PPCPP will process data pursuant to Skai's Privacy Policy published at http://www.Skai.com/privacy-policy/ as amended from time to time.

 

  1. CLIENT will provide PPCPP with its access information to each Search Engine Provider and Social Network account and authorize PPCPP to access such accounts for the purpose operating the Platform and CLIENT's account therein.

 

  1. PPCPP may discontinue Services or disable tracking capabilities due to failure of CLIENT to comply with any of the above warranties; provided, however, that PPCPP shall first give CLIENT the notice and cure opportunity required hereunder before PPCPP could otherwise terminate this agreement. 

 

  1. Disclaimer of Warranties. CLIENT acknowledges that the Services are based on information, data requirements and content contained on CLIENT's or Brand CLIENTs’ website(s) or provided by CLIENT. PPCPP does not provide CLIENT with any warranty whatsoever, either on behalf of itself or on behalf of any Search Engine Provider or Social Network, with respect to any Search Engine or Social Network optimization or services or part thereof generated by using the Platform. It is hereby made explicitly clear that PPCPP shall not be held responsible for any acts or omissions on the part of any Search Engine Providers or Social Networks. It is further understood and agreed that PPCPP does not intend and will not be required to edit or review for accuracy or appropriateness any information or data provided by CLIENT (including such information contained in CLIENT's or Brand CLIENT’s website(s)). EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, IF ANY, PPCPP PROVIDES THE SERVICES ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. PPCPP DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

 

  1. Indemnification. 

 

  1. CLIENT shall indemnify, defend and hold PPCPP harmless from any and all losses, fees and damages finally awarded against PPCPP (including reasonable attorney's fees) and arising from a third party claim based on CLIENT's breach of its warranties and obligations as set forth in this agreement. PPCPP shall provide CLIENT with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by CLIENT.

 

  1. PPCPP shall indemnify, defend and hold CLIENT harmless from any and all losses, fees and damages finally awarded against CLIENT (including reasonable attorney's fees) and arising from a third party claim based on PPCPP’s breach of third party intellectual property rights. CLIENT shall provide PPCPP with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by PPCPP.

 

  1. Limitation of Liability. BOTH PARTIES’ MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID BY CLIENT TO PPCPP DURING THE TWELVE (12) MONTHS PRECEEDING THE DATE THE LIABILITY FIRST ARISES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Term. The term of this agreement is as set in the applicable Cover Page.  

 

  1. Termination. Either party may terminate this Agreement at any time by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination of this agreement for any reason whatsoever, CLIENT will, within three (3) business days, cease use of the Platform and promptly return all of PPCPP’ Confidential Information to PPCPP. Sections 7, 9, 11, 12, 13, 15 and 16 shall survive any termination of this agreement. 

 

  1. Governing law; Jurisdiction. This Agreement is governed by the laws of the State of California, without regards to its conflict of laws principles, and any dispute arising from this agreement shall be brought exclusively before the courts of California. 

 

  1. Notices. All notices pursuant to this agreement shall be in English and in writing and may be delivered either by hand, sent by prepaid recorded delivery or registered post, sent by email to the postal address, or email address of the other party as set forth in this agreement or to such other address as a party may later specify in writing.

 

  1. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties executing such counterparts, and all of which together shall constitute one instrument.

 

  1. Entire Agreement. This Agreement and any exhibits hereto, if any constitutes the entire agreement between PPCPP and CLIENT and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this agreement. All amendments may be made only in writing.

 


 

 

(signature page follows)

IN WITNESS WHEREOF, the parties by their duly authorized representatives have caused this Agreement to be executed as of CLIENT's signature date below. 

 

Signatures:

 

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Signed by Aaron Adamson
Signed On: April 4, 2023


Signature Certificate
Document name: PPC Profit Pros Marketing Contract - Compass Behavioral Health
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April 3, 2023 PDTPPC Profit Pros Marketing Contract - Compass Behavioral Health Uploaded by Aaron Adamson - aaron@ppcprofitpros.com IP 70.95.193.31
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