In accepting the terms by checking the agreement box on the payment form, as well as submitting payment, the business taking those actions (the “Client”) agrees to the terms of this SMB Program Agreement between Client and ZATO, LLC of 208 N Broadway, Suite 350, Billings, MT 59101 (the "Agency"). Your use of the ZATO SMB Program constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
1. DESCRIPTION OF SERVICES. Beginning on effective date per payment form details, Agency will provide to Client the services described here (collectively, the "Services"):
• Agency will manage, overhaul, and/or create new as needed (specific campaign need is determined by Agency, based on strategic direction from client) Pay-Per-Click Marketing (PPC) campaigns solely in Google Ads accounts for Client, exclusively for the Client account added into the Payment Form. Each SMB Program Payment is limited to one (1) Google Ads account managed by Agency.
• If additional accounts/services are requested for PPC Marketing, separate proposals and/or fees will be assessed at that time upon analysis.
• The objective of the service provided by Agency will be to manage and optimize PPC Marketing campaigns that will segment and send quality traffic to the Client web properties through Google Ads.
• If applicable, according to the charges below, Initial Setup completion is 30 Days from Payment Form Completion unless Client contingencies prevent this timeframe, after which the setup will be completed as quickly as possible upon resolution of the contingencies by the Client.
2. PAYMENT. Payment shall be made to Agency in automatic, ongoing, pre-paid payments per details below, until termination of this Agreement.
The compensation directly to Agency by Client (this is in addition to advertising fees owed and paid by Client to media channels such as Google or Bing) shall be as follows:
a. 1-Time Initial Setup Fee charged on payment form completion. This setup fee is equal to the first monthly payment based on Ad Spend Tier and covers the cost of initial communication, research, campaign setup, and proprietary strategic implementation. Client owns the setup and PPC account after Agency is finished with setup as this ownership transfer is completed with the Initial Setup Fee.
b. Ongoing Agency management fees per PPC Marketing media ad costs managed by Agency:
Payment Method: Client will pay through the provided payment gateway link.
o The Payments will be made automatically, pre-paying the next monthly period (“monthly period”: defined as the time in between monthly auto-payments, based on the date purchased) of service work as aligned to the Tiers outlined above.
o Any change in Tiered Fees will be added or refunded automatically to the Credit Card payments through the payment system based upon the fee amount accrued in between the previous monthly payments be, if the managed Ad Cost moves from the currently charged spend tier amount into a new service tier amount. Client retains complete control over monthly media spend budget and Agency will not increase budget without express permission of Client.
o If payment is not made in full within 30 days, interest will be added to and payable on all overdue amounts at 1.5% per month which is the equivalent of 18% per annum, or the maximum percentage allowed under applicable Montana laws, whichever is less. Any amount owed over 90 days due will be turned over to Collections.
o Cancellation of the SMB Program can take place at any time by either party ending this Agreement. A 30 Day Written Notice is required for Cancellation by either Party.
Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, ZATO, LLC has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
3. TERM. This Agreement may be terminated by either party upon 30 days' prior written notice to the other party.
4. COMMUNICATION. The SMB Program communication will take place solely through emailed correspondence, or through an online ticketed software of Agency’s choice. Expected timeframe for emailed reply by Agency to all inquiries is a minimum of 2 business days. Communication will be comprised of strategic discussion, rather than non-standard-management questioning of Agency account choices. For example, acceptable SMB Program communication would be communication from Client to Agency about a change in account KPI targets, budget changes, product changes, and other similar strategic communication points. An example of unacceptable non-standard-management communication would be Client inquiring of the Agency why a specific bidding or campaign choice was made in the account.
c. OPTIONAL: Training upon request: $250/hr Training Fee
1. Non-standard-management communication goes beyond strategic, overall business growth discussion and appears as Client requesting specific training on an element of PPC Marketing. No fees for non-standard-management communication will be assessed without first notifying the Client and receiving approval from the Client to proceed with the training.
2. Agency is a technical engagement agency, and does not include training in its monthly managed services fees. This fee covers the additional cost of all non-standard-management communication (through all communication mediums) with client personnel on PPC Marketing and would be charged in 15 minute increments.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Agency in connection with the Services will be the exclusive property of Client. Upon request, Agency will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.
6. CONFIDENTIALITY. Agency, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Agency, or divulge, disclose, or communicate in any manner, any of Client Non-Public information. Agency and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any written waiver by Client of these confidentiality obligations which allows Agency to disclose Client's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
10. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
11 AMENDMENT. ZATO reserves the right, in its sole discretion, to change the Terms of this Agreement under which the SMB Program is offered. The most current version of the Terms will supersede all previous versions. ZATO encourages you to periodically review the Terms to stay informed of our updates.
12. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of Yellowstone County in the State of Montana, United States of America.
13. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given, if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to the business email addresses used by either party, or to such other address as one party may have furnished to the other in writing.
14. WAIVER OF AGREEMENTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
16. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
17. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
18. PERMISSION TO ADVERTISE. Acceptance of this Agreement includes the Following Permissions by Client:
• Use of Client logo on Agency website.
• Use of Client logo in Agency marketing materials such as presentation slide decks, proposals, etc.
• All other usages of logo or Client name and details will require express written permission by Client on a case-by-case basis.
19. ASSUMPTION OF THE RISKS AND RELEASE. The Client recognizes that there are certain inherent risks associated with the above described services and assumes full responsibility for financial expenditures outside the Agreement scope in the above-stated PPC marketing services, and further releases and discharges Agency for financial injury, loss or damage pertaining to the Services.
SMB Program Agreement