Project

River Dog Digital will establish or update a Google Ads or Bing Ads advertising campaign account and manage three campaigns (with a maximum of 10 ads per campaign) over a 30 day period. Ad performance reports and recommendations will be provided after the close of each 30 day campaign.

PPC Campaigns

River Dog Digital will provide a Google Ads or Bing Ads advertising account setup and campaign services for Purchaser of Service ("Client").

Each campaign lasts the length of a calendar month or 30 days, and will contain a maximum of 10 ads per campaign.

Client will provide any additional data and keywords for Campaign #1.

Work Items

• Create and setup or review and revise a Google Ads or Bing Ads account for Client.
• Deploy Campaign #1, initially consisting of up to 10 ads
• Weekly (and in some cases daily) monitoring of ad performances
• Edit and/or reduce ads to improve performance through A/B testing
• Monthly Google Ads or Bing Ads metrics report with recommendations

Digital Images and Content

Client will provide the recommended monthly click budget and all necessary materials, including pricing, special offers, or other content required to create the campaign ads.

Any content needed for this project is considered a dependency to our schedule and therefore must be provided within 3 business days after kickoff. This ensures an accurate delivery schedule for this and other projects.

Milestones

This project covers a period of 30 Days starting at time of agreement signature and payment by Client. The project campaigns will run monthly after a 5 business day allowance for account setup and ad creation.

The project commences upon receipt of any necessary materials, agreement signature, and payment, and is contingent upon prompt communication from the client and the project remaining within the original scope outlined in this agreement. Scope creep will affect timeline and cost.

Please note the timelines in this plan are an estimate, contingent upon River Dog Digital's prompt receipt of data and communication from the client and current workload. Work is completed on a first-come, first-served schedule unless otherwise agreed upon. River Dog Digital will make its best effort to complete the project according to this plan and will immediately communicate any delays to the client.

1. Account Review and Update or Setup - Week 1
2. Google Authorization - 2 Business Days
3. Campaign #1 (30-Days) - Go live upon Google authorization
4. Client Report - Within 5 business days after completion of Campaign #1
5. On-going monthly PPC campaign services are available 5 business days prior to completion of Campaign #3

These milestones are based on prompt feedback and limited alterations within scope for this project. Client understands and agrees that any lag in responses or feedback, or significant change in scope or direction, will delay this project.

Services Costs

Below are the fees for River Dog Digital’s services.

Please note an additional amount ($250 minimum) per month is required per campaign for the click budget. After the first month, these the click budget will be paid via Client's credit card directly in the Google Ads or Bing Ads account.

Monthly PPC Campaign Package: $699.99 per month

Terms, Billing, and Understanding of Rates

No in-person travel is needed or provided for this service. All phone meetings related to this service shall be billed at actual time when spontaneously requested or scheduled ahead of time River Dog Digital. Client acknowledges that all phone time spent working on these services for Client shall be subject to a $150/hour rate. Any work that falls outside the scope of this agreement is subject to the $150/hour rate or a separate agreement. Rates are guaranteed for 60 days from the date of this agreement. Rates may be adjusted after this date without prior approval.

All estimates of time to complete a given task are based on our evaluation of the task, the extent of River Dog Digital's involvement and the complexity of the task to be performed. During the course of working for Client, additional requirements or problems may become evident or additional work may be requested or required. Client further understands that all estimates are done using the information made available to River Dog Digital by Client and that all estimates may be subject to modification at any time. River Dog Digital will not submit itemized accounts of time spent on particular tasks, unless it falls outside the scope of this agreement.

Terms of Payment


All payment is due upon receipt of invoice. Client agrees to pay River Dog Digital's invoice(s) no later than 7 days of invoice. All unpaid balances shall accrue interest at 1½% per month, beginning on day 21 of unpaid invoice. If balance remains unpaid after 30 days, River Dog Digital has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2) halt any and all work on the project or, if final payment on project, disable the project; (3) bring legal action.

LATE PAYMENTS

In the event a payment is over 30 days late, all subsequent payments are required to be made electronically (credit card or PayPal) or by check sent USPS Certified Mail, FedEx 2Day, or UPS 2nd Day Air. If a check is sent, the tracking number shall be provided upon sending.

Refunds

No refunds are given.

Client Delays

Client is solely responsible for providing content in electronic format and must send content to help@riverdogmarketing.com.

River Dog Digital is not responsible for project delays and will provide no refunds should Client fail to provide content, clear direction or feedback on draft content.

Changes to the Project

Any deviation from this agreement can be made. Client agrees to complete a Project Change Order (https://riverdogdigital.com/project-change-order/), and provide the details and nature of the change request. Client agrees to pay for the changes, and understands the changes will alter the nature of this service, which may impact tasks and timelines included in this agreement. Client agrees to release River Dog Digital from the obligations, tasks, and timelines stipulated in this agreement upon mutual acceptance of the Project Change Request by Client and River Dog Digital. Client agrees to pay any outstanding fees prior to River Dog Digital's initiation of the new tasks outlined in the Project Change.

Exclusions

Any service not explicitly outlined in the Project Overview or Scope of Service sections of this document is outside the scope of this agreement and may be subject to another agreement or the hourly rate of $150 to complete the work.

Agreement

This agreement is made as of the signing date of this document by and between River Dog Digital ("Company") and Client ("Client").

Specifications

Company agrees to produce the services pursuant to the specifications set forth in the Project Overview section of this document (the "Specifications").

Services Completion

Company will use reasonable diligence in the development of the project and endeavor to deliver to Client all Milestones outlined in the Project Overview for the duration of this agreement. Client acknowledges delivery dates may fluctuate to accommodate ad content changes and testing and to optimize the ad for best possible CTR.

Company will retain all creative source code, original works, files, digital media and other intellectual property for the entire project and provide Client with the output formats only. Client shall retain all of its intellectual property rights in any logos, graphics, text, images, or other components it owns and transmits to Company for use in fulfillment or creation of services.

Ownership Rights

1. Company shall endeavor to ensure that Client shall be able to retain, under the fullest extent under the law, any and all intellectual property rights in any text, images, or other components created for Client pursuant to this Agreement.
2. Client agrees that any material, content, plan, or idea prepared by Company or submitted to Client for approval at any stage that is not utilized at the termination of this Agreement shall remain the property of Company. Client agrees to return to Company any materials it may have of Company's, such as artwork, mock-ups, comps, text, digital media, film, photos, or any other physical embodiment of Company's creative work performed while under this Agreement.
3. Upon termination or expiration of this Agreement, Client agrees to be solely responsible for any additional use of materials and advertisements created by Company pursuant to this Agreement. Additional expenses may include but are not limited to: fees, licenses, translations, royalties, talent, and other associated fees.

Service Disclaimers

Client acknowledges the following with respect to services:

1. Company accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories or other web sites ("Third-Party Resources") that Company may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client's web site or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold Company responsible for any liability or actions taken by Third-Party Resources under this Agreement.
2. Client acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature. Company does not guarantee #1 position, consistent positioning, "top 10 positions" or specific placement for any particular PPC keyword, phrase or search term. Client acknowledges that Company's past performance is not indicative of any future results Client may experience.
3. Client acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion. PPC Advertising may be subject to the individual advertising network's policies and procedures. Each edit or change made to any resources employed by Company may repeat these inclusion times.
4. 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.
5. Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Company 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.
6. Company will endeavor to make every effort to keep Client informed of any changes that Company is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. Client acknowledges that Company may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaign or other SEO services.
7. Client acknowledges that Company cannot guarantee the exact placement of Client's advertising; its availability or availability related to the funds in the Client's account. Client is solely responsible for all advertising network fees and paid inclusion fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.
8. Company reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Client or presently employed by Client, that are considered by Company to be detrimental to the PPC campaign or other SEO strategies and the execution of Company's services under this Agreement.

Confidentiality

Client and Company acknowledge and agree that the Specifications and all other documents and information related to the engagement of marketing or advertisement development (the "Confidential Information") will constitute valuable trade secrets of Company. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Excluded from the Confidential Information definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Company to provide services or information that was provided to Company by Client for publication as a requirement of the fulfillment of the Specifications.

Limited Warranty and Limitation on Damages

Company is not responsible for the results obtained from any of the services rendered under this Agreement. Client agrees to indemnify and hold Company harmless with respect to any claim, loss, lawsuit, liability or judgment suffered by Client that results from the use of any material prepared or execution of service by Company or at the direction of Company that has been materially changed from the Specifications by any advertisers, publishers, hosts, radio and television broadcasts, quotes, testimonials, print journalism, or other third-party entity.

In the event of any litigation, proceeding, or suit against Client by any regulatory company or in the event of a court action challenging any advertising or marketing service prepared by Company, Company shall assist in the preparation of defense of such action and cooperate with Advertiser. Client acknowledges that Company is not responsible for the results obtained by Client from any creative services advertising, programs, ideas, or execution thereof. 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 Company as set forth in this agreement.

Right of Refusal

Company reserves the right to refuse any service or services at any time that appear to be in violation with its Acceptable Use Policy (AUP) or appears to be in violation with industry standards, community standards or a violation of Local, State, or Federal Law. Company reserves the sole right to determine what constitutes a violation of its policies and procedures.

Vendor

Company is retained as a vendor. Company will be fully responsible for payment of their 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 Company's behalf. Company understands that they 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.

Resources and Equipment

Client agrees to make available to Company, for Company's use in performing the services required by this Agreement, all logos, graphics, photos, branding, collateral, items of hardware and software as Client and Company may agree are reasonably necessary for such purpose.

General Provisions

ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements, 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 of the parties hereto.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Exclusive jurisdiction and venue shall be in the King County, Washington Superior Court.

BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of Client and Company and their respective successors and assigns, provided that Company may not assign any of its obligations under this Agreement without Client's prior written consent.

WAIVER

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.

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.

RIGHT TO WITHHOLD CREATIVE CONTENT AND SERVICES

In the event Client fails to make any of the payments set forth in the Payment Terms section of this document within the time prescribed in Payment Terms, Company has the right to withhold further creative content and services performed for or on behalf of Client until payment in full is made, plus accrued late charges of 1 ½% per month.

INDEMNIFICATION

Client agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the services, 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 advertising or services. Further, Client agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services and contractors that Client may use, such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing, and other services that relate to the execution of the services outlined in this Agreement by Company.

USE OF SERVICES AND CREATIVE CONTENT FOR PROMOTIONAL PURPOSES

Client grants Company the right to use the creative content, description of services performed, results of services and campaign data as it sees fit for promotional purposes.

NO RESPONSIBILITY FOR THEFT

Company has no responsibility for any third-party taking all or any part of the content, ideas, or services provided to Client by Company.

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.

NO RESPONSIBILITY FOR LOSS

Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the services provided under this agreement.

Agreement

Each party represents and warrants that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below.

Executed as of the date order submitted electronically by Client.