Google Ads.

Preamble:

The Google Ads Management Service (Google Ads Service) includes the creation, customisation and ongoing management of Pay Per Click Online Campaigns using the Google Ads advertising platform.

Definitions:

Company refers to Brainier Brands Pty Ltd.

Client refers to the individual or business that have requested Google Ads Management Services (Google Ads Service).

Appointment

The Company is to be appointed for the purposes of creating, managing and operating a Google Ads account or other advertising channels as necessary to provision the Google Ads Service.

Prior to commencement of this Google Ads Service, we will agree with you the Fee that we will charge for managing your campaign, the minimum agreed term for the campaign (which will be considered to be the term of the “Minimum Agreed Term”), and a monthly budget to be spent with Google.

You will pay us the monthly Fee that will be charged monthly directly to the Company by the Clients nominated bank account or credit card.

You will enter your business payment details into the Google Ads Account interface and will be charged directly by Google for all Campaign expenses.

The Client will be provided with Tax invoices directly from Google allowing the Client to accurately track the cost of the campaign.

Setup

If you do not already own a Google Ads account the Company will set one up for you.

If you already own a Google Ads account we will be required to access the account at an “Administrator” level for the duration of the campaign.

In provisioning the Google Ads Service, we may require the use of content (including any logos, pictures, slogans, art, contact details and other materials/information you provide in connection with the Google Ads Service, or which are uploaded/added by you directly through your use of the Google Ads Service) which you agree we can replicate, copy, modify and otherwise use as necessary in provisioning the Google Ads Service.

Publication

Once we have created the campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorise us to publish in this manner. Once published, you will have the opportunity to review the campaign and provide us with any revision requests.

If you have objections to the campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate those reasons and, where we consider such objections to be reasonable, attempt to resolve.

Acknowledgements

You acknowledge that we have no control over the advertising policies of Google with respect to the sites and/or content that it accepts now or in the future. Your campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google AdWords Policy http://support.google.com/adwordspolicy.

We will use best endeavours to ensure that your advertisement will appear in Google searches, however, we make no warranty that the Google Ads Service will generate an increase in sales, business activity, profits or any other form of improvement to your business.

Intellectual Property

You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content that you supply and which is utilised in the campaign.

We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or which we believe may infringe upon the IPR of others, however, we do not warrant that we will be able to screen all Content to ensure that it is non-infringing.

Budgets

The Client will nominate a monthly campaign budget. The Client acknowledges that the Company does not have perfect control over the daily budget spend with daily fluctuations occurring due to a range of factors including, but not limited to; customer search behaviour patterns, competitive forces and changes to Googles bidding algorithm.

The Company will attempt to be within 10% of the monthly budget nominated by the Client. The Client will always have the ability to review the daily spend, pause campaigns and will have no financial recourse should the monthly budget be exceeded.

The Client will be responsible for maintaining valid credit cards details and will have full access to the financial section of the Clients Google Ads account.

Account Ownership and Access

All Google Ads accounts created by the Client remain the property of the Client.

All Google Ads accounts created by the Company remain the property of the Company until the Minimum Agreed Term has lapsed. After this time ownership will transfer to the Client.

The Company will not transfer ownership to the Client if the Client’s account is greater than 14 days overdue.

The Company may on request need to limit access to the Google AdWords account for the duration of your campaign being managed to ensure we are able to fully control and optimise your campaign outcomes. This means that the Client will only be provided Google AdWords account access at the “Read” access level.

For new Google Ads accounts set up by the Company we will hold the only “Administrator” level access during the Minimum Agreed Term with the Client having “Standard” access level.

For Google Ads accounts that are over 14 days overdue the Company reserves the right to restrict Client access to the “Standard” level.

Indemnification

The Client agrees to indemnify and hold harmless Company, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys’ fees, which any such party may incur arising out of or relating to the Clients Google Ads campaign.

The Client expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) the Content.

The Client represent and warrant that:

a) they have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;

b) Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;

c) the Clients use of the Google Ads Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and

The Client agrees they are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Contract.

Cancellation and Termination

Either the Client or Company may terminate the Google Ads Service at any time after the initial Minimum Agreed Term by providing one-month prior written notice.

In addition to any other obligation in this Contract, upon cancellation or termination of this Google Ads Service, the Company may delete all data, including any Content files (including, without limitation, email files, electronic documents, if applicable) from our systems (including any storage media) without any liability to the Company whatsoever.

No variation

No variation of this agreement shall be of any force or effect unless in writing and signed by the parties

Applicable law

This agreement shall be governed and construed in accordance with the laws of the state of South Australia and the parties hereby irrevocably submit to the jurisdiction of the courts of that state.