PPC Profit Pros

Pinnacle Quality Assurance - PPC Profit Pros - PPC Marketing & Brand Services Agreement


 

PPC MARKETING COVER PAGE & BRAND SERVICES AGREEMENT

 

The CUSTOMER defined below (“CUSTOMER”) and PPC PROFIT PROS, INC. (“PPCPP”) hereby agree to be bound by this Marketing Cover Page and the attached Brand Services Agreement (collectively, the “Agreement”). In the event of a conflict between the terms of this Cover Page and the Brand Services Agreement, the order of precedence shall be as follows: (1) this Cover Page; (2) the Brand Services Agreement. All capitalized terms used in this Cover Page will have the meaning as defined herein or within the 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: 1-800-795-6802

Website: https://ppcprofitpros.com

 

“CUSTOMER”:

 

 

Definitions

  1. Managed: Any activity managed by PPCPP in the relevant month.
  2. Fees: Any fees related to PPCPP services provided to manage the CUSTOMER’s program.
  3. CallRail Fees:  Any fees for CallRail services and management thereof.
  4. Unbounce Fees:  Any fees for Unbounce services and management thereof.

Term. This Agreement shall commence on the Effective Date and shall remain in effect for an initial period of twelve months following the Service Start Date as defined below and to be known as the ("Initial Term"); Thereafter, this Agreement shall be extended for twelve (12) months at a time, unless either party notifies the other party 30 days prior to the expiration of the then-current Term that it does not wish to renew this Agreement. 

Service Start Date: Service shall commence on April 1st, 2022, after the signing of this agreement and this date will be considered the beginning billing date.

Support Services 

  • Hours: Mon – Fri: 9:00 AM – 5:00 PM PST. When Skai as part of your services, PPCPP will also utilize Skai’s K-24/7 support to open any customer 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 & Fees: CUSTOMER 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 package that the CUSTOMER has signed up for, as follows: 

ONE TIME FEES: 

  • One Time Setup Fee: Waived
    • Includes:   Data tracking setup through Google Tag Manager, call tracking integration support, reporting review + hands on support to build your first cloud based dashboard report based off of Google Analytics, Google Ads, Google Optimize, CallRail, and Unbounce .
  • One Time Landing Page Building Fee:
    • $500: This includes building one PPC landing page, to be designed for to convert to leads and sales at a higher rate than the current landing pages.  It will be hosted on Unbounce where it will be built.
    • Payment Terms:  Spread across the first four months of the contract.

RECURRING FEES:

Holistic Fee Charged As One Monthly Invoice by PPCPP to the CUSTOMER.   This ongoing monthly fee, shall be composed of the following individual fees and charges listed below. Payment shall be made to PPCPP through automatic pre-authorized digital bank transfer made within 5 business days from the end of the billed period. 

  • Media Spend:  The CUSTOMER will be paying for their own media spend.
  • CallRail Fee: Waived for the monthly fees.  If the CUSTOMER goes over the following included areas, then the CUSTOMER will pay for the additional charges as follows:
    • Local Number Pool: 10 included, extra if needed charged at $3 each, per month.
    • Local Minutes: 50o included.  Extra minutes charged at $.05 per minute.
    • Text Messages: 100 included.  Extra charged at $.016 per text.
    • Call Transcription Minutes: 10,000 included.  Extra charged at $.02 per minute.
  • Unbounce Fee: Waived
  • PPCPP Professional Services  & Fee - $1,200 per month, or 15% of monthly media spend (whichever is higher).  This covers the entire professional management, optimization and lead, and profit maximization services of our PPC work for you, the CUSTOMER.  Media spend involves outlets such as Google and Bing, to be used in the pursuit of your PPC marketing programs. This fee includes monthly reporting and the building of custom cloud based reports.  This fee includes a monthly meeting with the CUSTOMER to review campaigns holistically.

    Service Details
  1. Managed Profit Optimization: Of your PPC marketing campaigns in any and all agreed upon media outlets.
  2. Unbounce Managed. Landing page testing.
  3. CallRail Managed. Call tracking.
  4. PPCPP Reports Managed. Our proprietary custom cloud based reports, creation and maintenance.
  5. Technical support management and escalation to the service providers above by PPCPP personnel.

Package Specifics:

  • Audience: People that are in need of CMMC services.
  • KPIs: Maximizing Profit as the main KPI with secondary KPIs to be used in support of profit such as: Leads, 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 CUSTOMER to maximize leads & profit.  To this end, PPCPP will be  performing keyword bidding, 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 CUSTOMER profits.
  • Creative: All creative is to be provided by the CUSTOMER.  PPCPP will provide ad specs and best practices and iterative ideas based on creative supplied by the CUSTOMER, with the aim of maximizing the CUSTOMER’s leads and profit.
  • Landing Pages: All landing pages to be provided by the CUSTOMER.  PPCPP will create a new PPCPP landing page to be used for ongoing iterative testing to optimize for higher CR and profit of the CUSTOMER’s PPC marketing program.

Included services:

  • Google & Bing Paid Search Optimization: PPCPP will provide ongoing optimization of the Paid Search campaigns.
  • 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 channels and the website.
  • Skai (if data is sufficient to use), Adalysis (if data is sufficient to use), Unbounce and CallRail Fees: Included in the PPCPP professional services fee.

Media Budget: 
PPCPP does not impart set restrictions but does ask that budgets are not limited when pursuing the maximization of the CUSTOMER’s profits.  For example, if increases in budgets are resulting in increases in CUSTOMER profit, then it is advisable to not restrict budget in any way to ensure maximum profit can be reached on the CUSTOMER’s behalf.

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

*Notes on Timing: April 1st will be the effective start date of your program.  In the first few weeks, PPCPP will be setting up tagging and tracking, trafficking your PPC programs into Skai, and testing that all systems are functioning and starting to accumulate the appropriate data, including and especially data pertaining to leads, sales and revenue through all channels.  During this period, we will also be building your new landing page. Following this period, PPCPP will be able to start implementing the new landing page, and optimizing your account.

 

(Brand Services Agreement follows)

BRAND SERVICES AGREEMENT (in place in case we can use Skai at a later date)

 

This Brand Services Agreement, dated as of the CUSTOMER’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 CUSTOMER, 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

 

CUSTOMER 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 CUSTOMER’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 CUSTOMER during the Initial Term for the purpose of CUSTOMER’s use of search-engine campaign optimization services enabled via the Search and/or Skai Local and/or, as applicable, and as detailed in the applicable Cover Page only for managing Brand’s CUSTOMER's SEM and social campaigns. 

 

  1. Account Administration. For receipt of the Services, CUSTOMER shall be given Usernames (as defined in the Cover Page) and passwords from Skai for logging into the Platform. CUSTOMER 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. CUSTOMER undertakes to update PPCPP, promptly and in writing, in a manner directed by PPCPP, upon the creation of a new Brand CUSTOMER account, the cancellation of an existing Brand CUSTOMER account, or the issuance or cancellation of a Usernames. In the event that a Brand CUSTOMER ceases to be a customer of Brand, upon such ex-Brand CUSTOMER’s request and a written notification by PPCPP to CUSTOMER, PPCPP shall be entitled to transfer to such Brand CUSTOMER, or to a different Brand of Brand CUSTOMER’s designation, its data. Currently, the Services are available to CUSTOMER 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 CUSTOMER 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, CUSTOMER will enable PPCPP and Skai to provide CUSTOMER with direct technical support.
  2. Consideration. In consideration for the Services provided to CUSTOMER, CUSTOMER 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 (30) days following the end of the relevant month. Any payment not paid by CUSTOMER to PPCPP when due shall bear interest at the rate of 1.5% 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, CUSTOMER 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 CUSTOMER is responsible under this section, the appropriate amount shall be invoiced to and paid by CUSTOMER unless CUSTOMER provides PPCPP with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

  1. Intellectual Property Rights & Ownership. PPCPP hereby grants to CUSTOMER, and CUSTOMER hereby accepts, a non-exclusive, non-transferable (except as expressly provided in this agreement),and limited right for CUSTOMER to access and use the Platform 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, CUSTOMER 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 CUSTOMERs; (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. CUSTOMER owns and retains all rights, title and interest in and to all data derived from CUSTOMER's use of the Services ("Service Data"); provided, however, that CUSTOMER 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 CUSTOMER or CUSTOMER'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 CUSTOMER.

 

  1. PPCPP shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Service Data caused by CUSTOMER 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 CUSTOMERs, 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 CUSTOMER; provided that the foregoing, shall not prohibit PPCPP from using CUSTOMER’s and/or Brand’s CUSTOMERs’ 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 CUSTOMER’s data processed via such third party software shall be considered Confidential Information of CUSTOMER.

 

  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, 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. CUSTOMER Warranties. 

 

  1. CUSTOMER acknowledges that each Search Engine Provider and Social Network as applicable to this agreement maintains various terms and conditions for usage thereof, and CUSTOMER 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, and Social Networks, as applicable, as well as with any laws, international conventions, codes or regulations in any applicable jurisdiction. By signing this agreement, CUSTOMER 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. CUSTOMER will notify PPCPP without delay upon receipt of any such notice. It is hereby agreed that the breach of this Section by CUSTOMER shall be considered a material breach of the Agreement and PPCPP will have the right to immediately terminate the Agreement.   

 

  1. CUSTOMER acknowledges that the Services are dependent upon access to telecommunications and internet services. CUSTOMER 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. CUSTOMER 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 CUSTOMER's trademarks do not infringe any intellectual property right of any third party. 

 

  1. CUSTOMER 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. CUSTOMER 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 CUSTOMER's account therein.

 

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

 

  1. Disclaimer of Warranties. CUSTOMER acknowledges that the Services are based on information, data requirements and content contained on CUSTOMER's or Brand CUSTOMERs’ website(s) or provided by CUSTOMER. PPCPP does not provide CUSTOMER 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 CUSTOMER (including such information contained in CUSTOMER's or Brand CUSTOMER’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. CUSTOMER 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 CUSTOMER's breach of its warranties and obligations as set forth in this agreement. PPCPP shall provide CUSTOMER 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 CUSTOMER.

 

  1. PPCPP shall indemnify, defend and hold CUSTOMER harmless from any and all losses, fees and damages finally awarded against CUSTOMER (including reasonable attorney's fees) and arising from a third party claim based on PPCPP’s breach of third party intellectual property rights. CUSTOMER 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 CUSTOMER 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, CUSTOMER 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 CUSTOMER 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 CUSTOMER's signature date below. 

 

Signatures:

 

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Signed by Aaron Adamson
Signed On: March 28, 2022


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Document name: Pinnacle Quality Assurance - PPC Profit Pros - PPC Marketing & Brand Services Agreement
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March 28, 2022 PDTPinnacle Quality Assurance - PPC Profit Pros - PPC Marketing & Brand Services Agreement Uploaded by Aaron Adamson - aaron@ppcprofitpros.com IP 70.95.193.31
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