Terms and Conditions
The following Terms and Conditions will constitute a legally binding contract (the “Agreement”) between you (the “Client”) and Regal Ad Management, LLC (“REGAL”) regarding search engine marketing services (the “Services”) performed or to be performed by REGAL.
- Search Engine Placement Services: Upon purchasing Search Engine Placement Services (“SEP”), REGAL will position your designated website(s) among the Sponsored Results on the Search Engine(s) and/or Search Engine Network(s) you selected within 10 business days of opening your account contingent upon your designated website(s) passing the Quality Standards Review(s) imposed by the selected Search Engine(s). For the purposes of this agreement, when selecting service on Google, the Services are defined as Exact Match targeted to google.com only unless there is a modification in writing. Available selections consist of keyword searches, and such searches are subject to availability and REGAL’s approval. Further, you understand that the availability of search terms and website placement are affected by market conditions and as a result may vary periodically. In the event the costs incurred by REGAL to maintain your current position increases substantially, REGAL shall offer your choice of the following options:
- Continuing placement at an appropriately increased price or
- Choosing another position for which the price is substantially the same as you are paying at the time of increase.
In the event cost for maintaining your current position substantially decrease, REGAL will offer you the option of choosing another keyword search for which the Fees seem to offer better value at substantially the same price you are currently paying. Any changes in price will appear during the billing cycle immediately following the cycle in which the costs change. In the event that neither a change in keyword search nor a change in monthly fees is a mutually acceptable option, REGAL reserves the right to terminate service at its’ sole discretion. If REGAL terminates service within a billing cycle you will be refunded the balance remaining for that cycle.
- Term & Termination:
- Month-to-Month Agreement: This is a month-to-month agreement, which shall automatically renew unless terminated by a method stated in subsection (b).
- By Notice from Client: The Client may cancel an account at any time by sending an email notifying REGAL of Client’s desire to cancel to firstname.lastname@example.org REGAL will subsequently call the Client to obtain verbal confirmation to complete the cancellation. Notice must be received by REGAL at least 14 days prior to your monthly bill date in order to be effective for that month or to avoid a termination fee.
- For Cause: REGAL may disable the Client’s password and/or terminate the Client’s account or use of the Services at any time and without notice if REGAL, in good faith, believes the Client has breached this Agreement. The Client acknowledges and agrees that REGAL has no obligation to retain the Client’s content and may delete such content if REGAL terminates your account for breach and such breach is not cured within 30 days of the breach.
- Termination Fee: REGAL shall charge the Client a $49.95 termination fee for a notice of termination given less than 14 days prior to the monthly bill date.
- Quality Standards Review: The Client understands and agrees that the Quality Standards Review(s) and alliances between independent search engines and the Yahoo! Search Network and Google search engines are not under REGAL’s control.
- Payment Estimates: Projected charges to the Client by REGAL will be provided to the client by REGAL in an “Estimate.” Estimates are based upon information and provisions given by the Client. Any modification thereof renders the estimated charge void. The Estimate may be adjusted to meet any changes to the original information. Estimates are valid for 30 days unless otherwise agreed to in writing.
- Cancellation or Modification of Work: Any work that has been authorized by the client may only be cancelled with the included provision of reimbursement to REGAL of all costs related to the order that were incurred prior to the cancellation. Any alteration of the Client’s order that occurs after REGAL has commenced work may result in a delay of completion and/or additional charges.
- Disclosure: REGAL may need to notify all Services users of updated information regarding its Services. The Client agrees that REGAL may disclose the fact that the Client is a user of REGAL’s Services and may specify the Service the Client is using.
- Fees: REGAL may require The Client to pay vendors directly. In which case, REGAL will only collect their initial setup fee and REGAL’s monthly management, which ranges from 35%-15% of The Client’s monthly ad spend. The rate at which you are charged depends on the amount of The Client’s monthly ad spend.
- Initial Set-up Fees: The Client agrees to pay a nonrefundable account set-up fee of which starts at $199.00 for each Service that is purchased.
- Recurring Monthly Service Fees: The Client agrees to pay the designated Monthly Service Fee for each month on the date that the account was opened. The Monthly Service Fee is due prior to the provision of Services. As an example, if Client’s account was opened on February 3rd then the recurring Monthly Service Fee would be due on the 3rd of every subsequent month and would cover the services to be performed for the month following the payment. Monthly Service Fees are not refundable upon cancellation of an account or service.
- Independent Contracting Status: For all purposes related to these terms and conditions, REGAL is an independent contractor while providing the Services that are designated.
- Ability to Subcontract Work: REGAL may assign or subcontract any work to third parties. The Client will not incur any liability to any third parties as a result of the subcontracting or assignment of work and this agreement does not make any subcontractors third party beneficiaries to this contract. REGAL is exempt from the provision of any workers compensation coverage for any labor that is performed by a third party under this contract.
- Assignment: Client may not assign the Services under this Agreement. REGAL may assign work under this Agreement without the Client’s consent to (i) a parent or subsidiary; (ii) an acquirer or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
- Client Responsibilities: Client agrees that use of the Services will only be for lawful purposes and will remain within REGAL’s intended and acceptable use of the Service, to be solely interpreted by REGAL. Client is responsible for all activity occurring on Client’s designated account and promises to abide by all applicable local, state, national and foreign laws, treaties and regulations regarding the use of the Services. This is inclusive of laws and regulations related to data privacy, international communications and the transmission of technical or personal data. Client shall immediately notify REGAL of any unauthorized use of any account information or any other known or suspected security breach. Client shall immediately report to REGAL and use reasonable efforts to stop any known or suspected copying or distribution of REGAL’s content. Client will not impersonate another user or client or provide fraudulent identifying information in order to gain access to or use REGAL’s Services.
- Non-Solicitation: The Client agrees not to directly or indirectly, on her own behalf or on behalf of a third party or any party other than REGAL, solicit any REGAL employees or contractors directly or indirectly or otherwise encourage any such employees or contractors to cease providing services for REGAL.
- Limitations on Services: The Client agrees not to submit any web sites that are pornographic, racist, sexist, violent, or web sites that infringe on the rights of others. The Client agrees not to submit any web site(s) that is operating illegally in any way, under any applicable law or regulation.
- Right to Refuse Service: REGAL reserves the right to refuse service at any time by notifying the Client via e-mail and refunding any payments made for work that is still outstanding.
- Time Period for Completion of Work: REGAL shall produce any SEM Services ordered within 10 full business days from the date of commencement.
- Intellectual Property Ownership: REGAL (and its licensors, where applicable) is the sole owner of all rights, titles and interests, including all related intellectual property rights, in and to the Services and related REGAL-provided content and any suggestions, ideas, enhancements, requests, feedback, recommendations or other comments or information relating to the Service provided by the Client or any other party. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Service content or intellectual property owned by REGAL.
- Results Not Guaranteed: REGAL is not a public relations or marketing consultant and its Services should not be considered as such. REGAL makes no representations or guarantees regarding effectiveness or timeliness of the Services in meeting your business objectives.
- No Endorsement of Linked Sites: REGAL does not endorse any websites linked through the Services or its website, and provides these links only for convenience. In no event shall REGAL be responsible for any content, products or other materials on or available from such linked sites.
- Representations and Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement. REGAL represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with REGAL’s claims. The Client represents and warrants that access to the Services shall not violate any preceding contract, statute, rule, regulation or other obligation binding the Client.
- Disclaimer Of Warranties: The Services and all related content is provided to the Client strictly on an “as is” basis, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by REGAL and its licensors. REGAL makes no warranty that any service performed will meet the Client’s requirements, or that our service will be uninterrupted, secure, or error free. The Client agrees that any material or data downloaded or otherwise obtained through the use of the REGAL site is done at the Client’s own discretion, solely at the Client’s risk and that the Client will be solely responsible for any damage to the Client’s computer system or loss of data that may result from the download or use of such material or data. REGAL makes no warranty regarding any goods or services purchased or obtained through REGAL’s website or any transaction entered into REGAL’s system.
- Internet Delays. Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. REGAL is not responsible for any delays, delivery failures or other damage resulting from such problems.
- Downtime. The Client hereby acknowledges and agrees that the Services may be inaccessible for a period or periods of time for purposes of maintenance, installation, update implementation, replacements, backup or modification. REGAL hereby disclaims, and the Client hereby waives, any and all responsibility of REGAL resulting from REGAL’s inability or failure to provide the Services during such downtime.
- Limitation of Damages. REGAL shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, and regardless of whether such damages are reasonably foreseeable. Notwithstanding any provision to the contrary, the liability of REGAL for any reason and for any cause of action whatsoever in connection with this Agreement, the Services, the Service Content or the services provided by REGAL shall not exceed the total amount of money paid by you to REGAL within the 12 months preceding the date on which such claimed damage or injury arose. This paragraph shall survive termination and cancellation of this Agreement.
- Lack of Liability: In no event shall REGAL be liable for any loss, including loss of income, damage, or injury of any nature, whether direct, indirect, incidental, punitive, special, and/or consequential, in connection or resulting from the information, download, counter script, social bookmark script, broadcasting, SEP, search engine optimization, and/or submission provided by REGAL. REGAL promotes responsible mobile phone usage and does not accept any liability for any damage done while a Client is talking to a REGAL employee on the phone while engaged in another simultaneous activity including, but not limited to, motor vehicle operation. REGAL does not accept any responsibility for any liabilities resulting from the actions of any parties involved.
- Mandatory Indemnification: The Client shall indemnify and hold REGAL, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that access to the Service was unauthorized and such unauthorized access has caused harm to the Client or to a third party; (ii) a claim alleging that use of the related content infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by the Client of the Client’s representations and warranties; or (iv) a claim arising from the breach by the Client of this Agreement, provided in any such case that REGAL (a) promptly gives the Client written notice of the claim; (b) gives the Client sole control of the defense and settlement of the claim (provided that the Client may not settle or defend any claim unless the Client unconditionally releases REGAL of all liability and such settlement does not affect REGAL’s business or Services); (c) provide to the Client all available information and assistance; and (d) has not compromised or settled such claim. REGAL shall indemnify and hold the Client and the Client’s parent organization, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Services directly infringe on a copyright, a US patent issued as of the effective date of this Agreement, or a third party’s trademark; (ii) a claim, which if true, would constitute a violation by REGAL of its representations or warranties; or (iii) a claim arising from REGAL’s breach of this Agreement; provided that the Client (a) promptly gives REGAL written notice of the claim; (b) gives REGAL sole control of the claim’s defense and settlement (provided that REGAL may not settle or defend any claim unless it unconditionally releases the Client of all liability; (c) provide to REGAL all available information and assistance; and (d) have not compromised or settled such claim. REGAL shall have no indemnification obligation and the Client shall indemnify REGAL pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any of the Client’s products, services, hardware or business process(es).
- Notice: REGAL may give notice by means of a general notice on the Services, via electronic mail to your email address on record in REGAL’s account information or by written communication sent by first class mail or prepaid post to your address on record with REGAL. Such notice shall be deemed given upon the expiration of 24 hours if sent by email or 3 days after mailing or posting (if sent by first class mail or prepaid post). You may give notice to REGAL at any time by email to: email@example.com. The Client’s notice will be deemed given when it is received by REGAL.
- Amendments and Modifications. REGAL reserves the right to modify or update the terms and conditions of this Agreement or any of its policies related to the Services at any time, effective upon posting of an updated version of this Agreement on REGAL’s website. The Client is responsible for regularly reviewing this Agreement to stay current on its clauses. Continued use of the Services after any such amendments or modifications shall constitute the Client’s consent to such amendments or updates.
- No Partnership Has Been Formed: No joint venture, partnership, employment or agency relationship exists between the Client and REGAL as a result of this Agreement or use of the Services.
- No Waiver of Rights: The failure of REGAL to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless waiver is explicitly acknowledged and agreed to by REGAL in writing.
- Forum: This Agreement shall be governed by Oregon law and controlling US federal law, without regard to choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or in the Service shall be subject to exclusive jurisdiction of the state and federal courts located in Clackamas County, Oregon.
- Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
Advanced PPC Management
REGAL offers a higher level of search engine & social media marketing. For clients that choose these services, REGAL has a slightly different approach and asks that additional terms be acknowledged.
This is a 90 day service agreement encompassing Pay-Per-Click Creation & Management. The Client agrees to hire Regal for a minimum time of 90 days to manage internet marketing accounts/campaigns for the client. If the client chooses to cancel this agreement before the 90 day period, they may do so. Regal will charge an early termination fee equal to the prior month’s management fee or $500; whichever is greater. After the 90 day period is over, the client may at any time, terminate their relationship with Regal without penalty or additional costs or can choose to continue REGAL’s services on a month to month basis. Regal charges a monthly management fee for their service which is based on the client’s ad spend for that month. The management fee starts at 35% and can go down to 15% if the client reaches the spend level that Regal requires to lower the management fee. See table below.
- 35% monthly management fee for spends between $500 – $2,500
- 30% monthly management fee for spends between $2,500 – $4,999
- 25% monthly management fee for spends between $5,000 – $9,999
- 20% monthly management fee for spends between $10,000 – $50,000
- 15% monthly management fee for spends over $50,000
Regal will, to the best of their ability, create and manage the client’s internet ads which can include Google AdWords, Bing Ads, Twitter Ads, YouTube Ads, LinkedIn Ads, Display Ads, Facebook & Instagram Ads & Google Shopping. The client understands that each of the aforementioned are their own entity and that Regal has no control over their policy, procedures or requirements. The client understands that their website plays a role in online marketing and cannot have any malware, viruses or content deemed inappropriate by any of the vendors mentioned above.
Regal sets prices for each of these services based solely on the work required to create specific accounts and campaigns and doesn’t lead the client to believe that the prices were set by the entity itself. Monthly budgets suggested by Regal are suggestions based on data for the specific industry, market or both.
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