Marketing Agreement

Marketing Agreement

MobiDoesIt, a dba of Spiratech Performance Marketing, llc

SEARCH MARKETING AGREEMENT

This MobiDoesIt Marketing  Search Marketing Agreement (“Agreement”) is made and effective on the date you accepted this agreement online, by and between you (“CLIENT”, “you”, “your”) and Spiratech Performance Marketing (“MobiDoesIt.com” or “MobiDoesit”) which is a limited liability company having mailing address of PO Box 38733, Colorado Springs, CO  80937

WHEREAS, CLIENT has selected (signed up through our registration process online, over the phone or using our sign up forms) MobiDoesIt Marketing to provide online advertising services for a fee;

WHEREAS, CLIENT desires to engage MobiDoesIt to render, and MobiDoesIt desires to render to CLIENT, certain advertising services, as set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. Engagement.

  1. CLIENT engages MobiDoesIt to render, and MobiDoesIt agrees to render to CLIENT, certain services in connection with CLIENT’s placing of advertising for certain of CLIENT’s products as follows:
  1. Advertise to the CLIENT’s selected GEOTARGETS. ( GeoTargets being named geographical areas as defined in the MobiDoesIt CLIENT Application database. )
  1. Client agrees also to be bound by terms set in the Google advertisers agreement found on the Google.com website https://adwords.google.com/select/TCUSbilling0806.html and their editorial guidelines found at Editorial Guidelines: https://adwords.google.com/select/guidelines.html
  1. Advertise using Marketing Credits purchased by CLIENT through the MobiDoesIt CLIENT Application.

2. Products.

  1. MobiDoesIt’s engagement shall relate to the following products and services of CLIENT: Sponsored Listings placed via the MobiDoesIt CLIENT Application.  (Our system places advertising via a proprietary internal management API on Google’s AdWords advertising network)

3. Exclusivity.

  1. MobiDoesIt shall be the Exclusive online advertising source in the United States for CLIENT with respect to the products described in Section 2 above.  If CLIENT currently has a campaign running with AdWords the CLIENT will grant MobiDoesIt management privilege to the account prior to launching an MobiDoesIt campaign.

4. Standard Payment Terms.

  1. Set Up Fees:  There is an initial account set up fee of a minimum of $450.00. This fee includes the setup of 10 geotargets (niche areas), additional geoTargets fee is $45.00 each. Customizations or services not specifically detailed in this document are not included in the standard set up fees. Any additional fees not detailed in the sign up forms will be included in a separate quote.
  1. Account Marketing Credits:  CLIENT will purchase Marketing Credits which MobiDoesIt uses to place sponsored listings on our search marketing partner sites.  Automatic Replenishment of the account balance on the first of each month will occur unless CLIENT opts out of our system with sufficient notice set your account status to suspended.
  1. MobiDoesIt shall deduct all advertising costs, pay-per-click charges, and additional online services, such as additional GeoTargets, or API fees from your marketing credit balance.  Your marketing campaign will be paused at our discretion when a low balance is reached.  The campaign will resume when the marketing account is replenished either by you directly or automatically depending on your preferences set in the MobiDoesIt CLIENT Application.
  1. In the event that we must make adjustment to your account due to advertising overcharge/undercharge adjustment a Marketing Credit service adjustments shall be credited or charged to CLIENT as soon as practical.
  1. Custom GeoTargets can be requested given the following information, Zip Code that encompasses the area and the area Name.  There is a Setup fee for Custom/Exclusive GeoTargets.
  1. MobiDoesIt Marketing shall receive an amount equal to no less than Ten percent gross profit margin for charges levied by media for advertising placed therewith by MobiDoesIt Marketing pursuant to this Agreement;
  1. Billing history can be viewed through your CLIENT Application Account Login.
  1. MobiDoesIt accepts the following payment type:  Credit Card (Visa, MasterCard, Discover, AMEX)
  1. Replenishment of your marketing credits account.  Your account marketing credits balance will be charged an amount equal to your set monthly budget minus any remaining balance in your account. The charged will not to exceed your set monthly budget as specified by you in the MobiDoesIt CLIENT Application. These charges will be posted to your credit card or debit card each month  until such time that you cancel your account in accordance with this agreement or modify your payment options within the MobiDoesIt CLIENT application

5. Custom Search Marketing Campaign Development and Compensation.

  1. MobiDoesIt shall receive an amount equal to an agreed upon percentage of the gross charges levied by media for advertising placed therewith by MobiDoesIt pursuant to this Agreement; provided that:
    1. No percentage will be added to MobiDoesIt charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of MobiDoesIt personnel.
  1. For those items where MobiDoesIt is not compensated on a commission basis, CLIENT shall pay MobiDoesIt on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed two hundred fifty dollars per hour. CLIENT may elect in advance to be charged on this hourly rate basis. If CLIENT fails to notify MobiDoesIt of its choice, it shall be presumed that CLIENT elected to be charged on an hourly rate basis. Services of this type may include post-click processing, data analysis, website conversion optimization.
  1. In the event that MobiDoesIt undertakes, at CLIENT’s request subject to CLIENT’s prior approval, special projects, MobiDoesIt shall prepare an estimate of total charges for any such special project, including any charges for materials or services purchased from outside sources. In the event that CLIENT elects to proceed with the special project based upon MobiDoesIt’s estimated cost, MobiDoesIt shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
  1. For any special project or other services provided by MobiDoesIt pursuant to this Agreement upon which the parties have not agreed as to charges, CLIENT shall pay MobiDoesIt at its regular hourly rate.
  1. CLIENT shall not be obligated to reimburse MobiDoesIt for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed upon by CLIENT in advance.
  1. Custom campaign development will be charged based on an estimate of time it will take to undertake such a program. A quote will be provided and agreed to by both parties prior to commencing any development work.

6.  CLIENT Shall.

  1. Update and maintain your billing information by notifying MobiDoesIt of any changes via email or by phone.
  2. CLIENT will not misrepresent themselves, professionally or in any way to us or to prospects clicking thru the advertisement.
  3. Not disclose or use any means to reverse engineer keyword data or keyword tracking information obtained from web analytics or provided by MobiDoesIt to any third party without the express written consent of MobiDoesIt.
  4. Any document marked on the header or footer with [MobiDoesIt Proprietary] – This document contains proprietary or trade secret information and is intended solely for the internal use of the company listed on document — please do not distribute any such information to any third party without written permission from MobiDoesIt.

7. What MobiDoesIt Does and Does not do.

  1. MobiDoesIt provides an application to simplify the placement of sponsored listings on our network of selected search engines.
  2. MobiDoesIt provides expertise and ongoing efforts to maximize returns for sponsored listings by evaluating online user behavior and site statistics, word usage, seasonal trends, bid placement and click thru ratings, and ad creatives. This does not include consulting on CLIENT’s web site, conversion analysis or data analysis. We will from time to time provide opinions and advice but this is done as a courtesy to benefit clients by simply sharing public information with our clients that they may or may not be aware of.
  3. MobiDoesIt will maintain your advertising campaign spend as CLIENT specified in the budgeting options section of the MobiDoesIt CLIENT Application.
  4. MobiDoesIt will notify you in the event any changes are made to this agreement.
  5. MobiDoesIt does not monitor and will not automatically cancel services for problems related to non-usage, technical issues with CLIENT’s websites, email, or any other secondary issues not directly related to MobiDoesIt services.

8. Indemnification.

  1. CLIENT agrees to indemnify and hold MobiDoesIt harmless with respect to any claims, loss, liability, damage or judgment suffered by MobiDoesIt, including reasonable attorney’s fees and court costs, which results from the use by MobiDoesIt of any material furnished by CLIENT including ad copy and landing page copy used within the ad campaign or where material created by MobiDoesIt or at the direction of MobiDoesIt subject to the indemnification is materially changed or changedc by CLIENT direction or by CLIENT modification within the MobiDoesIt Agent Client Application. Information or data obtained by MobiDoesIt from CLIENT to substantiate claims made in advertising shall be deemed to be “material furnished by CLIENT to MobiDoesIt”.

9. Term.

  1. The term of this Agreement shall commence on your Sign Up date which is saved in the MobiDoesIt CLIENT application database and shall continue in full force and effect until terminated by either party upon at least thirty  (30) days prior notice. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising until that placement can be discontinued.

10. Rights Upon Termination.

  1. Upon termination of the Agreement, MobiDoesIt shall transfer, assign and make available to CLIENT all property and materials in MobiDoesIt’s possession or subject to MobiDoesIt’s control that are the property of CLIENT, subject to payment in full of amounts due pursuant to this Agreement.  MobiDoesIt will not transfer Campaign access to CLIENT or will have access to our keyword database or keyword typing methodology.
  1. Upon termination, MobiDoesIt agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
  1. Refunds:  We do not give full refunds.  Your monthly management fees and setup fees are not refundable.  We will refund unused ad spend dollars after all applicable fees have been accounted for and your campaigns have been discontinued. It can take up to one-and-a-half business days to pause or cancel your Internet advertising campaigns so additional activity may occur on your account during that transition.
  1. MobiDoesIt will not share campaign keyword information, keyword development, ad copy analysis, split testing data or any information related to the development of the ad campaign as MobiDoesIt views this information as trade secret and its only competitive advantage in its industry.

11.  Limits of liability

  1. MobiDoesIt provides that MobiDoesIt’s services and all other services performed by MobiDoesIt under this Agreement “AS IS”.  MobiDoesIt makes no guarantees or warranties with respect to the performance of its advertising, websites, software or services, express or implied.  These parties agree that in no event will MobiDoesIt be liable to CLIENT or any other party under any theory of liability.  This provision shall survive termination of this agreement.

12. Default.

  1. In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

13. Notices.

  1. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by email or postal delivery.  As well as posted to the message inbox with the CLIENT’s MobiDoesIt CLIENT application.

14. Headings.

  1. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

15. Final Agreement.

  1. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

16. Governing Law.

  1. This Agreement shall be construed and enforced in accordance with the laws of the state of Colorado.

 

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MobiDoesIt is a dba of Spiratech Performance Marketing. The MobiDoesIt platform has delivered over  70,256,254 messages.