eSource Marketing

SEARCH MARKETING AGREEMENT

 

This eSource Marketing  Search Marketing Agreement ("Agreement") is made and effective on the date your ad campaign was launched, by and between you ("CLIENT", “you”, “your”) and eSource Marketing ("ESource" or “eSource”) which is a corporation having mailing address of 6966 Sunrise Blvd #323 Citrus Heights, CA 95610;

 

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

 

WHEREAS, CLIENT desires to engage ESource to render, and ESource 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 ESource to render, and ESource 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 eSource 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 eSource CLIENT Application.

 

2. Products.

 

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

 

3. Exclusivity.

 

  1. ESource 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 eSource management privilege to the account prior to launching an eSource campaign. Certain campaigns may be launched without the need of granted access provided that the new campaign is a standalone campaign targeted at a seperate URL and one which DOES NOT violate the search providers terms and conditions of double serving ads.

 

4. Standard Payment Terms.

 

  1. Set Up Fees:  There is an initial account set up fee of a minimum of $499.00. This fee includes the setup of 3 geotargets (niche areas), additional geoTargets fee is 2500 marketing credits ($25.00 USD) each. Customizations or services not specifically detailed in this document are not included in the standard set up fees. If the service is offered, either in writting or verbally, or at discounted rates or discounted setup fees or any fees are waived this does not nullify any other part of this agreement. All other sections including ad placement fees will apply. Any additional fees not detailed in the sign up forms will be included in a seperate quote.

 

  1. CLIENT agrees to have their credit card charged automatically on a monthly basis. Automatic Replenishment ("a charge to your credit card on file") of an amount equal to your monthly budget on the CLIENT bill day will occur unless CLIENT opts out of our system with sufficient notice to set your account status to suspended.

 

  1. ESource 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.  NOTE: Your account will incur API and maintenance charges on a daily basis of $1.00 / Day even when all camapigns are paused while your account is active. To avoid these charges your account must be deactivated. Call ESource to completely deactivate your account. The campaign will resume when the marketing account is replenished either by you directly or automatically.

 

  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 GeoTargets.

 

  1. eSource Marketing shall receive an amount equal to no less than twenty percent (20%) of your budgeted monthly ad spend;

 

  1. Billing history can be viewed through your eSoureAgent.com CLIENT Application Account Login.

 

  1. ESource 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 eSourceAgent.com 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 eSourceAgent.com CLIENT application

 

5. Custom Search Marketing Campaign Development and Compensation.

 

  1. ESource shall receive an amount equal to 20% of the gross charges levied by media for advertising placed therewith by ESource pursuant to this Agreement unless otherwise stated in a written agreement; provided that:
    1. No percentage will be added to ESource charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of ESource personnel.

 

  1. For those items where ESource is not compensated on a commission basis, CLIENT shall pay ESource 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 ESource 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 ESource undertakes, at CLIENT's request subject to CLIENT's prior approval, special projects, ESource 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 ESource's estimated cost, ESource 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 ESource pursuant to this Agreement upon which the parties have not agreed as to charges, CLIENT shall pay ESource at its regular hourly rate.

 

  1. CLIENT shall not be obligated to reimburse ESource 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 eSource 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 ESource to any third party without the express written consent of ESource.
  4. Any document marked on the header or footer with [eSource Proprietary] - This document contains proprietary or trade secret information and is intended solely for the internal use of the companylisted on document -- please do not distribute any such information to any third party without written permission from eSource.

 

7. What ESource Does and Does not do.

 

  1. ESource provides an application to simplify the placement of sponsored listings on our network of selected search engines.
  2. ESource 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. ESource will maintain your advertising campaign spend as CLIENT specified in the budgeting options section of the eSource CLIENT Application.
  4. CHANGES: We may periodically change these Terms, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes. eSource will email CLIENT notifications of any changes. eSource is not responsible for the CLIENT receipt of the email because this is beyond our control. If CLIENT does not receive the email for any reason the ammended terms are still in effect.
  5. ESource 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 ESource services.

 

 

8. Indemnification.

 

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

 

9. Term.

 

  1. The term of this Agreement shall commence on your Sign Up date which is saved in the eSourceAgent.com 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, ESource shall transfer, assign and make available to CLIENT all property and materials in ESource's possession or subject to ESource's control that are the property of CLIENT, subject to payment in full of amounts due pursuant to this Agreement.  eSource will not transfer Campaign access to CLIENT or will have access to our keyword database or keyword typing methodology.

 

  1. Upon termination, ESource 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. Your remaining account balance minus a twenty percent fee will be refunded to you either by credit card refund or check.

 

  1. ESource 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 eSource views this information as trade secret and its only competitive advantage in its industry.

 

11.  Limits of liability

 

  1. ESource provides that ESource’s services and all other services performed by ESource under this Agreement “AS IS”.  ESource makes no gaurantees 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 ESource 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 eSourceAgent.com 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.

 

16. Governing Law.

 

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

 

This document was last reviewed on 4/18/2008