Service Agreement

This contract is entered into between WASO Media, LLC and _____________________ (hereinafter referred to as “Client”) on the ___ day of ___________, 20__.

Service Agreement 

 1. WASO Media, LLC will provide Client with Search Engine Marketing Services (hereinafter referred to as “SEM”) as described in this contract. WASO Media, LLC will use its own best judgement to determine and implement SEM marketing campaigns and strategies to improve SEM performance on Client’s website, and other sales channels that WASO Media, LLC agrees to manage (e.g., Amazon, Microsoft Advertising).

 2. The monthly fee for the SEM services to be provided is $______________. The monthly fee is subject to change based on a floating scale as specified below based on the client’s ad spend budget. The first month’s fees must be paid in full prior to the commencement of SEM services. 

Monthly Ad Spend

Service Fee

Less than $5,000

$500

$5,000 – $9,999

$750

$10,000 – $14,999

$1,000

$15,000 – $19,999

$1,500

More than $20,000

Custom 

Additional services are billed hourly or per project with the client’s approval.

WASO Media, LLC’s SEM services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive relevant online traffic to the site. Importantly, because the Client’s sales performance is dependent on a number of factors beyond SEM performance (e.g., website functionality, inbound sales staff, etc.), WASO Media, LLC’s SEM services do not guarantee increased sales in the Client’s SEM channels.

WASO Media, LLC’s SEM Services will include (but are not limited to):

  • Researching keywords and phrases to target appropriate, relevant search terms. 
  • Creating and optimizing new advertising campaigns and optimizing pre-existing ad campaigns up to the ad spend budget amount that appears in the Client’s first invoice. 
  • Providing regular reports to the Client.

3.  For the purposes of receiving professional SEM services, Client agrees to provide the following:

  • Administrative/backend access to the website for analysis and implementation of SEM tracking code.
  • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web developer, if necessary.
  • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
  • Read-write access to SEM platforms, such as ads.google.com, sellercentral.amazon.com, etc.
  • Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by WASO Media, LLC for Search Engine Marketing purposes.

If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. WASO Media, LLC can create site content at additional cost to the Client. If Client is interested in purchasing content from WASO Media, LLC, please contact WASO Media, LLC for a cost estimate.  

4.  Client must acknowledge the following with respect to SEM services:

  • All fees are non-refundable.
  • Fees paid to advertising platforms (e.g., Google) are wholly the financial responsibility of the Client.
  • Although increased SEM performance is the primary goal of WASO Media, LLC’s services, increased sales and/or sales performance in the Client’s website or other SEM marketing channels is not guaranteed because numerous other factors can contribute to poor sales performance (e.g., a decrease in market demand, a disruption to the Client’s website).
  • All fees, services, documents, recommendations, and reports are confidential.
  • WASO Media, LLC has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
  • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, WASO Media, LLC does not guarantee the #1 position in any search engine for any particular keyword, phrase, or search term. 
  • SEM platforms (e.g., Google, Amazon, Microsoft Advertising) have been known to suspend the ability of certain advertisers and certain products from appearing in their ad networks. WASO Media, LLC assumes no liability for ranking/traffic/indexing performance deterioration or loss of the client’s advertising privileges on any SEM platform.
  • If search engine policies limit or end the ability of WASO Media, LLC to perform SEM services for the client, WASO Media, LLC reserves the right to cancel SEM services at that time or anytime after such a limitation of abilities takes place.

5. WASO Media, LLC is not responsible for changes made to any advertising channels or to the website by other parties that adversely affect the sales performance of the Client’s advertising channels or website.

6. Additional Services not listed herein (such as graphic design, consulting beyond 1 hour per month, etc.) will be provided for a fee of $100-$200 per hour. 

7. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to WASO Media, LLC for inclusion in SEM channels are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend WASO Media, LLC and its subcontractors from any liability or suit arising from the use of such elements.

8. WASO Media, LLC is not responsible for the Client altering SEM work in the Client’s SEM channels (e.g., Client removing or altering SEM campaigns, related software and/or SEM tracking code). The Client will be charged an additional fee for re-constructing SEM campaigns, based on the hourly rate of $100-$200 (amount should be clear) per hour. Notwithstanding any other provision of this Agreement, if the client alters SEM campaigns without consulting WASO Media, LLC, then SEM services may be terminated by WASO Media at any time following the alteration.

9.  Limitation of Liability

In the event of advertising budget overspend (a month in which actual SEM spend exceeds the budgeted amount) the client is responsible for paying the overspent amount to the advertising channel (e.g., Google). WASO Media, LLC can only be held liable for the last 12 months of services fees paid by the client directly to WASO Media, LLC and no greater amount.

SEM channels are known to send irrelevant traffic to advertising campaigns, despite the best efforts of SEM professionals and their work. WASO Media, LLC assumes no responsibility for irrelevant traffic and associated costs because this is an expected occurrence throughout the rendering and optimization of SEM services.

10. Payment for Services

Payment for services shall be made in accordance with statements included on the client’s first invoice unless otherwise agreed upon by both parties.

11. Contract Term

WASO Media, LLC services are rendered on a month-to-month basis unless otherwise agreed upon by the Client and WASO Media, LLC. Services can be cancelled at any time by either party. Unpaid fees will be prorated at a rate of the monthly contract amount divided by the number of days in the month of cancellation multiplied by the number of days that have passed since the day that a cancellation message is sent by either party.

12. Venue and Dispute Resolution

Disputes shall be resolved in the state of Indiana via binding arbitration. This agreement prohibits the use of a lawsuit by either party to resolve a dispute.

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