Search & Social Media Ads Agreement

This Search and Social Media Ads Services Agreement ("Agreement") is made and entered into as of [Effective Date of Invoice or Signed Contract], by and between Global Presence Marketing ("Service Provider"), and [Name on Invoice as mentioned on the provided documentation] ("Client").

1. SERVICES:

Service Provider agrees to provide Client with Paid Search Account Optimization, including but not limited to the following activities as time and budget allow:

• Keyword research
• Adding keywords to the account
• Implementing negative keywords
• Campaign organization
• Ad creation and/or testing
• Bid optimization
• Spend tracking and budget management
• Performance analysis and recommendations
• Landing page recommendations and tracking changes for conversion increase
• Campaign performance reporting
• Remarketing and/or Ads campaign setup
• Attribution analysis for AdWords and other channels
• Meet with client weekly, bi-weekly, or monthly to report and strategize
• Any other mutually agreed-upon activities

Client acknowledges that it is responsible for direct payment to search and social media platforms (Google, Bing, Facebook, LinkedIn, etc.) for all click charges under this Agreement.

2. INDEPENDENT CONTRACTOR:

Service Provider is an independent contractor and is not an employee, partner, or affiliate of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between the Client and Service Provider or any of the Service Provider's agents or employees.

3. CONFIDENTIALITY:

Service Provider agrees to retain in strict confidence all information and data pertaining to the Client, its operations, customers, and business that the Service Provider obtains from the Client or otherwise during the term of this Agreement. The confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of Service Provider; (ii) is already in the possession of Service Provider without restriction on use or disclosure; (iii) is obtained by Service Provider from a third party entitled to disclose it; or (iv) is independently developed by Service Provider as evidenced by written records.

4. INTELLECTUAL PROPERTY:

All strategies, keywords, and creative content developed by the Service Provider under this Agreement shall be considered "work for hire" and the exclusive property of the Client, subject to copyright and other intellectual property laws after the full contract agreement is paid. Service Provider waives any moral rights to the content created for the Client.

5. TERMINATION:

This Agreement shall remain in effect until terminated by either party with 30 days' written notice before the end of the contract date. Upon termination, Service Provider agrees to complete any pending tasks in a reasonable manner.

6. COMPENSATION:

For services rendered, Client shall pay Service Provider a flat rate as mutually agreed. However, if the Client's spending exceeds $5000 per month, Service Provider reserves the right to charge 10% of the total spend.

7. TESTIMONIALS:

Client grants Service Provider the right to use Client's company name, logo, and statements in promotional materials, including but not limited to use on websites, in brochures, and other marketing materials.

8. DISPUTE RESOLUTION:

Any disputes arising under this Agreement shall be governed by and interpreted in accordance with the rules of the American Arbitration Association in Broward County, Florida. By entering this Agreement, both parties agree to the conditions outlined in the arbitration clause above.

Attorney’s Fees and Costs: As described in the arbitration clause.

9. ARBITRATION:

Any dispute, controversy, or claim arising out of or relating to this contract, or the breach, termination, or invalidity thereof, shall be settled by arbitration by the American Arbitration Association (https://www.adr.org) in effect on the date of the proposal or paid invoice agreement. We want to address your concerns or issues before filing a claim against Global Presence. Please get in touch with us at . We'll contact you by email to informally resolve the dispute. You or Global Presence may start a formal dispute resolution process if a dispute is not resolved within 30 days of your submission.

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU WILL NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION (E.G., CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATION WITH OTHER ARBITRATIONS).

The Arbitrator shall determine all threshold arbitrability issues, including whether the Terms are enforceable, unconscionable, or illusory, and any defense to arbitration, including waiver and delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small-claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, applies. If you are a consumer bringing a claim relating to a transaction intended for personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in Broward, Florida, or another mutually agreeable location.

The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only concerning the individual party seeking relief and to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect in any other case or arbitration.

Attorney’s Fees and Costs:

The arbitrator shall award attorney's fees and costs to the prevailing party. In the interest of fairness and equity, the arbitrator is empowered to determine and grant an award that would put the prevailing party in the position they would have been had the opposing party not engaged in conduct giving rise to the dispute. The arbitrator shall provide a reasoned statement regarding the allocation of attorney’s fees and costs in the award. Each party shall initially bear its own attorney's fees and equally share the costs and expenses of arbitration. Upon conclusion of the arbitration and in the final award, the arbitrator may re-apportion the expenses of the arbitration and the reasonable attorney fees of the prevailing party in any proportion that the arbitrator deems fair and equitable under the circumstances. This clause is intended to be a fair and equitable solution that discourages frivolous claims or defenses by ensuring that the party who does not prevail on the merits bears the burden of the opposing party's legal costs, thereby promoting efficient and good-faith practices in resolving disputes.

Binding Effect:

The award rendered by the arbitrator shall be final and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.