SearchSquad hereby agrees to perform the services set forth herein and in the applicable Statement of Work attached hereto as Exhibit A, and any additional Statements of Work mutually agreed to and manually executed by the Parties from time to time (collectively, the “Statement of Work”) (the “Services”). The Services may include, but are not limited to, paid advertising management, digital marketing strategy, campaign setup and optimization, reporting, and consultation services, as further described in each applicable Statement of Work.
In the event of any conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall control; provided, however, that any express provisions of a Statement of Work that reference and modify a specific provision of this Agreement shall prevail with respect to that Statement of Work only.
All advertising accounts and related platforms (including but not limited to Google Ads, Meta Ads, LinkedIn Ads, and associated analytics or reporting platforms) are and shall remain the exclusive property of Client. Client shall retain full access, ownership, and control of all campaign data, account history, intellectual property, creative assets, and reporting associated with such platforms.
At no point shall SearchSquad claim ownership of, restrict access to, or otherwise assert any rights over Client’s advertising accounts or data. Upon termination of Services, SearchSquad will promptly revoke its access to all such accounts.
Fees for Services shall be as set forth in the applicable Statement of Work. Unless otherwise stated therein, all fees are payable monthly in advance and are non-refundable.
Invoices are due upon receipt. SearchSquad reserves the right to suspend Services if payment is not received within ten (10) calendar days of the invoice date.
This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis unless otherwise stated in a Statement of Work or terminated by either Party as provided herein.
Either Party may terminate this Agreement or any applicable Statement of Work for any reason by providing no less than seven (7) days’ prior written notice to the other Party. Upon termination:
SearchSquad may terminate this Agreement immediately upon written notice if Client engages in conduct that is unlawful, unethical, or in material breach of this Agreement.
Client agrees to provide all necessary access, credentials, assets, approvals, and cooperation reasonably required by SearchSquad to perform the Services in a timely and efficient manner. Delays or failures to provide such cooperation may impact performance, for which SearchSquad shall not be held liable.
Client is solely responsible for maintaining the accuracy and security of its own advertising platform billing, account settings, and related configurations unless otherwise specified in writing.
Each Party agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by the other Party in connection with the Services (“Confidential Information”). Confidential Information shall not include information that: (i) is publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without reference to the disclosing Party’s Confidential Information.
This obligation shall survive for a period of two (2) years following the termination of this Agreement.
SearchSquad provides all Services on an “as-is” and “as-available” basis. While SearchSquad applies industry best practices and commercially reasonable efforts to improve campaign performance, no guarantees are made regarding lead volume, sales, cost-per-lead, return on ad spend, or other specific outcomes.
To the fullest extent permitted by law, SearchSquad disclaims all warranties, express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement.
In no event shall SearchSquad be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the Services, even if advised of the possibility of such damages.
SearchSquad’s aggregate liability under this Agreement, regardless of the theory of liability, shall not exceed the total fees paid by Client for the Services during the three (3) months preceding the event giving rise to the claim.
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of laws principles. The Parties agree that any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in New Hanover County, North Carolina.
This Agreement, together with any applicable Statement(s) of Work, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior and contemporaneous understandings, proposals, or communications, whether oral or written.
SearchSquad reserves the right to update or amend this Agreement at any time upon written notice to Client. Continued use of the Services after the effective date of any such amendment shall constitute acceptance of the revised terms.
