Pay-Per-Click Campaigns Terms of Service

Recitals

1. Diginauts has expertise and experience in the development and management of PPC Search Engine Campaigns in Google Adwords.

2. The Client desires to have Diginauts develop and deploy PPC Search Engine Campaigns as agreed (the “Development”).

Agreements

In consideration of the mutual covenants set forth in this Agreement, Diginauts and the Client hereby agree as follows:

1.  Development of PPC Campaign and Optimization Services

Diginauts agrees to install, create, develop, manage, and employ custom PPC Advertising tactics.

2. Specifications

Diginauts agrees to develop the PPC Campaign pursuant to the specifications as agreed upon between parties.

3. Delivery Dates and Milestones

Diginauts will use reasonable rigor in the process and development of the PPC Campaign in Google Adwords. Diginauts will also endeavour to deliver reports to the client on all milestones if so agreed. The Client acknowledges, however, that this delivery deadline and the other payment milestones are estimates, and are not required delivery dates. Diginauts will retain all documents, source code, keyword lists and other assets employed or created for the Client during the time of this agreement’s validity. The Client will receive only the output formats of Diginauts’ work where applicable. The output is to be used only within the scope of the project as agreed. The Client shall retain all of its intellectual property rights in the form of any text, images or other components it owns and delivers to Diginauts for use in the PPC Campaign and Strategy created under this Agreement.

4.  Services Provided

PPC Campaign and Optimization services are intended to provide the Client with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis if agreed upon. Some of the PPC Campaign and Optimization tactics include:

4.1 PPC Keyword Selection Services

Diginauts will manage a list of keywords and phrases relevant to Client’s desired search terms based upon:

– Research conducted by Diginauts.

– Client-provided analytics and metrics for particular terms or phrases.

– Competitive analysis of keyword terms currently in market use.

4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services

Campaign Budgeting. Diginauts and the Client shall agree upon an initial budget for all PPC efforts prior to the beginning of the campaign.

Campaign Creation and Implementation. Diginauts shall set up independent PPC accounts in the Client’s name with all of the agreed-upon PPC Advertising Networks, if they do not exist. The account shall also be subject to the agreed-upon budgets. Diginauts shall create various campaigns (or one if depending on the number of websites and products being promoted) with varying advertising copy, keywords and demographic targeting based on Diginauts’ research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.

If necessary, Diginauts may create special Web Pages (“landing pages”) to which all click-through actions…… Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.

Monitoring and Reporting. Diginauts shall monitor and manage the Client’s PPC campaign and monitor CPC (cost per click) rates. Bids may be adjusted in order to maximize high quality traffic.  Non-performing keywords may be removed from the PPC campaign based on the results of this reporting.

4.3 ROI and Conversion Tracking Software

In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, Diginauts will monitor and configure software packages. Diginauts shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to the Client. Diginauts will not maintain the installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.

Diginauts will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement.

4.4 Service Disclaimers

The Client acknowledges the following with respect to services:

a. Diginauts accepts absolutely no responsibility for policies of PPC Advertising Networks (Google Adwords, Bing Ads, Facebook, etcetera), third-party search engines, directories or other web sites that Diginauts may or may not submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. The Client also agrees not to hold Diginauts responsible for any liability or actions taken by Third-Party Resources under this Agreement.

b. The Client acknowledges that the nature of many Diginauts’ resources may be employed under this Agreement and are competitive in nature. Diginauts does not guarantee position, consistent positioning, specific placement or results for any particular PPC keyword, phrase or search term, or paid advert. The Client acknowledges that Diginauts’ past performance is not indicative of any future results that the Client may experience.

c. The Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resource employed by Diginauts may repeat these inclusion times.

d. The 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.

e. The Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Diginauts 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.

f. Diginauts will endeavour to make every effort to keep the Client informed of any changes when Diginauts is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. The Client acknowledges that Diginauts may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaigns.

g. The Client’s advertising; its availability or availability related to the funds in the Client’s account. The Client is solely responsible for all advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

5. Compensation

For all of Diginauts’ services under this Agreement, the Client shall compensate Diginauts, in cash or through other payment methods. In the event the Client fails to make any of the payments referenced by the deadlines set forth in the service agreement, Diginauts has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove software, services or resources owned by Diginauts, whether leased to client by Diginauts or not or (3) bring legal action.

6.  Confidentiality

The Client and Diginauts acknowledge and agree that the specifications and all other documents and information related to the development of the PPC Campaign (the “Confidential Information”) will constitute valuable trade secrets of Diginauts. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Diginauts’ prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

7.  Limited Warranty and Limitation on Damages

The Client waives any warranty, express or implied. The 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 Diginauts as set forth in the original agreement.

8. Independent Contractor

Diginauts shall be retained as an independent contractor. Diginauts will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. The Client will not withhold nor pay any income tax, nor any other payroll taxes on Diginauts’ behalf. Diginauts understands that it will not be entitled to any fringe benefits that the Client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation nor unemployment insurance.

9.  Equipment

The Client agrees to make available to Diginauts, for Diginauts’ use in performing the services required by this Agreement, items of hardware and software as the Client and Diginauts agree are reasonably necessary for such purpose. Client agrees to make available any access to services deemed necessary by Diginauts to fulfill its obligations under this Agreement.

10.  General Provisions

10.1 Entire Agreement

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

10.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of South Africa.

10.3 Binding Effect

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

10.4 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.

10.5 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.

10.6 No Right to Assign

The Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Diginauts, which consent can be withheld for any reason.

10.7 Right to Remove Resources

In the event the Client fails to make any of the payments agreed upon within the time prescribed, Diginauts has the right to remove any PPC campaign under Diginaut’s control until payment is paid in full, plus accrued late charges of 5% per month.

10.8 Indemnification

The Client warrants that everything it provides Diginauts to employ in the PPC campaign is legally owned or licensed by the Client. The Client agrees to indemnify and hold Diginauts harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, 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 PPC campaign. The Client agrees to indemnify Diginauts from responsibility for problems/disruptions caused by third-party services that the Client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the PPC campaign.

10.9 Use of Material for Promotional Purposes

The Client grants Diginauts the right to use its work in producing the PPC campaign for promotional purposes and/or to cross-link it with other advertising developed by Diginauts. The Client grants Diginauts the right to list, reference or otherwise identify the Client as a client of Diginauts in Diginauts’ advertising and marketing.

10.10 No Responsibility for Loss

Diginauts will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the PPC campaign. Diginauts is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.

10.11 Right to Make Derivative Works

Diginauts will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to the PPC campaign.

10.12 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.

10.13 Identification of Diginauts

The Client agrees that Diginauts identification may be annotated, and remain within the code or on the web site as the authors. The Client also agrees to put Diginauts’ copyright notices on the PPC campaign reports and the relevant content therein.

10.14 Transfer of Rights

In the event Diginauts is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to the Client. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.