Pay Per Click Services (PPC)

Service

1.1 The PPC Service includes the creation, customisation of a Google phone call or web-click AdWords™ advertising campaign and ongoing support of the PPC campaign (on a monthly basis and subject to payment of the monthly Fees).

1.2 The creation and customisation of this PPC Service includes the following:

  1. your keyword selection, in respect of which we will provide the PPC Service
  2. Ad creation, based on keyword selection and your business
  3. establishment of a campaign budget, conditions of which are below
    1. identifies percentage of customer monthly spend
    2. utilised for ad spend, and
    3. retained as our management fee for provisioning the PPC Service.

1.3 In provisioning the PPC Service, we may require the use of content (including any logos, pictures, slogans, art, contact details and other materials/information you provide in connection with the PPC Service, or which are uploaded/added by you directly through your use of the PPC Service) which you:

  1. agree to provide as requested by us; and
  2. agree we can replicate, copy, modify and otherwise use as necessary in provisioning the PPC Service (the “PPC Content”).

1.4 We will enter your PPC Content (as required) into Google or other advertising channel interfaces.

1.5 You acknowledge you have read and agree to:

  1. Google’s advertising program (located at https://support.google.com/adwords/answer/1349488) and “Working with a third-party” disclosure notice (located at http://www.google.com/adwords/thirdpartypartners/); and
  2. any other applicable advertising channel terms and conditions.

1.6 You appoint us as your agent for the purposes of:

  1. creating, managing and operating an account with Google or other advertising channels as necessary to provision the PPC Service; and
  2. agreeing on your behalf to terms and conditions pursuant to clause 1.5 above

1.7 Prior to commencement of this PPC Service, we will agree with you the Fee that we will charge for managing your campaign, the minimum term for the campaign (which will be considered to be the term of the Fixed Term Contract), target advertising keywords (“Ad Keywords”) and a monthly budget to be spent with Google (“Media Spend Budget”).

1.8 You will pay to us the monthly Fee for the management of the campaign and AdsAccount. Media Spend Budget monies will be paid directly to Google.

1.9 We will implement the campaign with Google and you appoint us as your agent for the purposes of creating, managing and operating an account with Google. 

1.10 Completion of the campaign build and launch time depends upon your responsiveness to our requests. When requested, you must provide us with website information, visitor statistics, suggested Ad Keywords for key phrase testing and any copy suggestions for ad creation. We are not responsible for any delays in provisioning the PPC Service which may occur as a result of your failure to respond as requested or required.

1.11 We will need to limit access to the Google AdWords account for the duration of your campaign being managed to ensure we are able to fully control and optimise your campaign outcomes. This means that you will not be provided Google AdWords account access unless this is ‘read only’ access.

1.12 You agree and accept that should you not have a website and your PPC Service plan does not include the creation of a landing page (a one-page website with content reflective of your website, or if you do not have a website, your advised business) (“Landing Page”), your campaign may be limited to phone-call based ads only, unless you request we create a Landing Page (at additional cost).

1.13 At the end of the minimum term of your Fixed Term Contract, you will continue to be billed on a monthly basis until a new agreement is agreed upon between your account manager and yourself.

Publication

1.14 Once we have created the campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorise us to publish in this manner. Once published, you will have the opportunity to review the campaign and provide us with any revision requests.

1.15 If you have objections to the campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate those reasons and, where we consider such objections to be reasonable, genuine issues raised in good faith, attempt to resolve.

Acknowledgements

1.16 You acknowledge that we have no control over the advertising polices of Google with respect to the sites and/or content that it accepts now or in the future. Your campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google AdWords Policy http://support.google.com/adwordspolicy.

1.17 We will use best endeavours to ensure that your advertisement will appear in Google searches, however we make no warranty that the PPC Service will generate any increase in sales, business activity, profits or any other form of improvement to your business.

Intellectual Property

1.18 You are solely responsible for ensuring that you have all appropriate rights and licenses to the PPC Content that you supply and which is utilised in the campaign. We reserve the right, in our sole discretion, to refuse to use any PPC Content we believe is objectionable or which we believe may infringe upon the IPR of others, or would be in breach of our Acceptable Use Policy, however, we do not warrant that we will be able to screen all PPC Content to ensure that it is non-infringing.

1.19 You agree to indemnify us against any claims arising out of or relating to your PPC Content, Ad Keywords and your use of the campaign. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) your PPC Content. You agree that any such use or caching is not an infringement of any of your IPR or any third party’s intellectual property rights.

1.20 Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:

  1. use any PPC Content in connection with producing the campaign and delivering the PPC Service; and
  2. create, publish and use screenshots or depictions of your Campaign (including any PPC Content) for our marketing activities (for example, creating marketing materials that show screenshots of the PPC Service which feature the campaign). You may withdraw consent to this use by notifying us in writing, and we will take reasonable steps to process your removal request.

1.21 You represent and warrant that:

  1. you have full rights to use, broadcast and distribute the PPC Content and documentary substantiation for all the claims made therein;
  2. PPC Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
  3. your use of the PPC Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
  4. you will not use the PPC Service except as permitted by the Contract.

1.22 You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Contract.

1.23 To the extent your campaign contains any copy, images (including logos or photos), or any other content or material from our library of content (a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials)) (“Content Library”), then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the PPC Service:

  1. use such Content Library for your campaign; and
  2. use and create derivatives of your campaign (which includes Content Library) in connection with advertising activities relating to you.

1.24 Other than permitted under clause 1.23, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Content Library or grant any other person or entity the right to do so. Ownership of all Content Library shall remain at all times with us or any Relevant Party.

1.25 Any campaign delivered by us under the PPC Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim:

  1. all liability to you or any third party for any infringement of intellectual property or proprietary rights; and
  2. that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the PPC Service (including without limitation the use of PPC Content in your Campaign).

1.26 We are not responsible for any PPC Content contained in your campaign (for clarity, this includes Ads (including search engine marketing advertisements created by us as part of the PPC Service – Ads will be setup to link to either your Website (if applicable), or to a Landing Page) (“Ads”) or Landing Page (if applicable)). You are solely responsible for ensuring your campaign complies will all applicable laws and regulations, and does not infringe any third party’s rights, at all times.

1.27 Your access to, and continued use of, the PPC Service is contingent upon, and at all times subject to, payment of the monthly fees for the PPC Service. Except as otherwise expressly stated in this Contract, no other rights, titles or interests in the campaign are granted to you.

Indemnity

1.28 You agree to indemnify and hold harmless Vision Alliance, VisionDigital, Tania Allen and Vision Consulting Group (Global) Pty Ltd, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys’ fees, which any such party may incur arising out of or relating to:

  1. Your PPC Content, keywords or modification, display and use of the campaign;
  2. Landing Page or your website (if applicable);
  3. Claims that your products or services are defective, injurious or harmful or violate the rights of any third parties; and
  4. Claims predicated on a breach by you of this Contract.

Cancellation and Termination

1.29 You may terminate the PPC Service at any time after the initial minimum term by providing one (1) months prior written notice. Cancellation will automatically terminate all access to the campaign. Refunds do not apply for cancellations under this clause 1.29.

1.30 On cancellation or termination of the PPC Service, all licenses granted to you under this Contract shall immediately terminate.

1.31 In addition to any other obligation in this Contract, upon cancellation or termination of this PPC Service, we may delete all data, including any PPC Content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.

 

 

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