Services Rendered

  • Provider licenses strategies and best practices based on the existing strategies employed by Big Air Jumpers of Colorado Springs, Colorado, also known as the “Lance Miller campaigns”.
  • Provider will implement a new AdWords account, campaign, ad groups, and ads and will provide AdWords management services on behalf of the Client between the Reservation Beginning Effective Date and Reservation End Effective Date for the Reserved Geographies, as specified below.
  • Provider will manage the account and associated campaigns on behalf of Client, within the reserved geographies, for the term of the services procured by Client, in good faith and to its best ability to maximize Client’s return on investment.
  • Service includes work done on Provider’s Google AdWords account on behalf of Client’s interests. It also includes the implementation of code required by Google on Client’s website in order for AdWords to function
  • Service does not include any work on Client’s website, other than what is described above. Additional services may be procured from Provider at Client’s option.

Terms of Service

  • The AdWords account and all campaign information, including but not limited to keywords, ad content, ad graphics, and bidding strategies are and will remain the intellectual property of Provider.
  • Client agrees not to disclose any information provided by Provider about the AdWords account, whether that information is provided orally, in writing, or learned by access to systems or reports, such as AdWords.
  • Client agrees not to reverse engineer any information, strategies or structure of the AdWords account managed by Provider.
  • Client agrees that if such disclosure of confidential information were to take place, or Client reverse engineers any strategies provided by Provider, Client would be liable for remuneration to Provider in the amount of $20,000 USD to compensate for the breach of trade secrets.
  • Provider does not claim, guarantee, or warrantee any results or ad performance of any kind. This is because, even with using proven strategies, there are other factors that can influence ad performance that are solely in the Client’s control and that the Provider cannot influence.
  • Client agrees to the terms and conditions outlined in the Additional Terms and Conditions section of this agreement.

Reserved Geographies

Reservation is in effect once the Reservation License and Management Fee is paid in full.

Reservation License and Management Fee is only refundable if Provider fails to implement the service by the Reservation Beginning Effective Date.

Reservation End Effective Date must be at least three months after Beginning Effective Date.

Reservation will automatically renew upon Reservation End Effective Date for the same term length, unless Client requests otherwise in writing prior to Reservation End Effective Date.

Additional Terms and Conditions

Indemnification and Hold Harmless

Client shall indemnify, defend (by counsel reasonably acceptable to Provider) and hold harmless the Provider and its officers, directors, agents and employees from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the negligence or misconduct of Client in connection with performance of the work described in this Agreement.

Dispute Resolution

If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The place of arbitration shall be Orange County, California. The arbitration shall be governed by the laws of the State of California. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees.  “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The arbitrator’s award will not be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Other Terms

This agreement constitutes the full agreement between “provider” and “client”.  Any prior agreements, whether written or oral, promises, negotiations or representations not expressly set forth herein shall be of no force or effect.

Client acknowledges and certifies that is has read this entire agreement, has had an opportunity to ask questions about this agreement, has had any and all questions answered to its satisfaction, fully understand and agrees to all of its terms.

If any of the terms or conditions of this agreement are found to be unenforceable, illegal or unconstitutional by a court of competent jurisdiction, such item shall be stricken from this agreement, and the remaining terms and conditions of this agreement shall stay in full force and effect.