90 Day Paid Traffic Program Agreement

This Client Agreement – Paid Traffic Profit Program Agreement (the “Agreement”), is
between______________________, with offices located at
___________________________________ (“Client”), and {INSERT COMPANY
NAME/SOLE TRADER NAME HERE}, a company with a physical address of
{INSERT YOUR COMPANY/PERSONAL ADDRESS HERE} (“Company”)
(collectively, the “Parties” and each, a “Party”).

WHEREAS the Company has certain expertise in testing, optimising, managing and
scaling paid traffic (Facebook & Instagram) campaigns, known as the “90 Day Paid
Traffic Profit Program”; and WHEREAS, Client desires to have Company provide
services in bringing the Client’s business a consistent flow of high-quality leads
which can be converted into paying customers under the terms and conditions set
forth in this Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. Work to be performed and services to be rendered.

1. During the term of this Agreement, Company shall perform the work and
render the services set forth under the 90 Day Paid Traffic Profit Program as
the follows:

● Campaign Set Up
● Creation, Design & Optimisation of Ads
● Campaign Testing
● Audience Management & Research
● Facebook (and it’s network’s) re-targeting
● Campaign Optimisation
● Monthly Performance Reporting

The work to be performed under the 90 Day Paid Traffic Profit Program does not
automatically include, although they are available as a separate service:

● Webinar creation
● Funnel creation
● Back-end emails
● Setup of social media platforms
 ● Ad comment monitoring: any ads connected with a fan page will not be
monitored under the program
● Social media strategy
● Social media posting & Content creation

1. Once this agreement is signed and the 90 Day Paid Traffic Profit Program
begins, a strategy session will take place between the Client and the
Company.

2. First ads will be live within 10 days of the strategy session being completed.

3. The services to be rendered hereunder shall be performed by the Company,

but such services may be subcontracted or otherwise performed by third
parties on behalf of Company without the prior written permission of the
Client.

2. Rights in the work product and background rights.

1. Company hereby grants to Client, and Client hereby accepts, an unlimited,

unrestricted, royalty-free, fully paid-up, worldwide and non-exclusive right and
license to the work product and all proprietary rights therein or based thereon

2. Company shall cooperate with Client or its designees and execute all
documents prepared by Client to affect the foregoing. Such execution shall be
at no additional compensation to Company; provided, however, Client shall
reimburse Company for reasonable out-of-pocket expenses incurred.

3. Compensation.

1. As compensation in full for the successful performance of the work and services
to be performed hereunder including the grand of rights and licenses in and
to work product and background rights, Client shall pay Company an initial
90-day fee of ________________.

2. Compensation may be paid in full or spread over three payments at the

beginning of each 30-day interval.

3. Compensation paid in full will be subject to a 10% discount on total fee.

Thereafter, any monthly fee will be 1/3 of initial 90-day fee, sans discount.

4. This program is a 90-Day procedure and not a monthly service. Whether you
opt for payment in full or a three pay - You are still required to pay in full,
regardless of whether or not you choose to finish your time with us.
5. Once the program is complete, your services will continue as a month to
 month service and can be cancelled anytime with a 30-day notice. Your
service subscription continues on the last day of your program.

4. Terms of Payment.

1. Payment of initial fee covering the first three months shall be auto billed from
the credit card provided by Client on the signing of this Agreement.

2. Monthly fee will thereafter be auto billed at the beginning of each month
from the same credit card provided by the Client on the signing of this
Agreement.

5. Guarantee.

1. Company offers a guarantee to Client whereby, for any month during the 90
Day Paid Traffic Profit Program only, where ROAS (as defined as your total
conversion revenue value divided by your total advertising costs) entered into
between the parties and dated as of the signing of this agreement, is below
__________, that particular months base payment made under the 90 Day Paid
Traffic Profit Program shall be refunded to Client.

2. Such refund shall be made to Client within five (5) business days of the end of
such month.

3. For the avoidance of doubt, such refunds apply only for months within the 90
Day Paid Traffic Profit Program and only for months where ROAS is below
__________.

6. Confidentiality.

1. Company agrees that the work product is the sole and exclusive property of the
Client, and Company shall treat the work product on a confidential basis, and
not disclose it to any third party or use it for the benefit of other than the
Client. Company shall take reasonable steps and make reasonable efforts and
precautions to ensure the confidentiality of the work product.

2. Company shall treat as confidential and not disclose or use for the benefit of
any party other than the Client any and all information made available or
disclosed to Company as a result of or related to this Agreement.
3. Company agrees to inform the Client in writing immediately, in the event that
any information related to the work product is inadvertently divulged to any
third party. Such writing shall describe the work product information or
 objects divulged.

4. Company agrees that, for a period of one (1) year from the date of the end of
this Agreement, or for a period of one (1) year after the date of termination of
this Agreement, Company shall hold all information related to the work
product as confidential and shall not use such information related to the work
product in any way that would be detrimental to the Client.

5. Company agrees that, within seven (7) days after the term or termination of
this Agreement, Company shall return all information and objects related to
the work product to the Client.

6. Term of Agreement.

1. This Agreement shall be for a period of three months from the Effective Date,
unless terminated as provided herein.

2. After the initial three-month period, the term shall be month to month.

3. The term of any right or licenses under proprietary rights granted to Client as
a result of or related to this Agreement shall be for the full term of such
proprietary rights.

7. Termination.

This Agreement may be terminated by either party upon the occurrence of any of
the following events, and the terminating or cancelling party shall have no liability to
the other party for the exercise of such right or termination:

1. By either party, in the event the other party has breached a covenant,
obligation or warranty under this Agreement and such breach remains
uncured for a period of thirty (30) days after notice thereof is sent to such
other party;

2. By either party, if the other party ceases to conduct business;

3. After the initial three-month period, by Client for Client’s convenience on thirty
(30) days’ prior written notice to Company.

4. In the event either party terminates this Agreement pursuant to this

Paragraph, all payment is final, and no refund will be granted unless
guarantee has previously been breached (See section 5).
 5. If you wish to have your money refunded before our services have begun, we
will refund that money within 5 working days.

9. Indemnification.

1. Company hereby indemnifies and agrees to defend and hold harmless the
Client, its partners, directors, officers, affiliates, employees and agents, from
and against any damages, losses, costs and expenses (including, without
limitation, attorneys’ fees) suffered by either Party, as a result of a breach of
this Agreement by Company or suffered as a result of the enforcement by the
Client of this Agreement against Company.

2. If the Client shall prevail in any action at law or in equity to enforce the
provisions of this Agreement against Company, Company shall pay the Client’s
costs and expenses (including, without limitation, attorneys’ fees) incurred by
the Client in enforcing this Agreement against Company.

3. Likewise, if the Company shall prevail in any action at law or in equity to

enforce the provisions of this Agreement against Client, Client shall pay the
Company’s costs and expenses (including, without limitation, attorneys’ fees)
incurred by the Company in enforcing this Agreement against Client.

10. Miscellaneous Provisions.

1. Entirety of Agreement. This Agreement constitutes the entire agreement of

the Parties hereto concerning the subject matter hereof and supersedes any
prior oral or written agreements pertaining to the subject matter of this
Agreement. This Agreement may not be modified, changed or discharged in
whole or in part, except in a separate agreement in writing signed by
Company and the Client.

2. Severability. If any provision of this Agreement (including any sentence,

clause or word), or the application thereof to any person, place or
circumstance, shall be determined by a court of competent jurisdiction to
be
invalid or unenforceable for any reason, (a) the remaining provisions of this
Agreement shall continue in full force and effect, unaffected by such
determination, (b) the court making such determination shall have the power
to, and the Parties hereby request the court to, modify such provision (by
providing for or adjusting the scope and/or duration of any rights or
restrictions or otherwise) to the minimum extent necessary so that such
provision becomes legal, valid and enforceable to the maximum extent
 permitted by law and (c) such determination shall apply only in the
jurisdiction of such court and shall not alter, modify or affect such provision or
any other provision in any other jurisdiction.

3. Governing Law. This Agreement and all matters relating hereto are governed
by, and construed in accordance with, the laws of the United Kingdom,
without regard to the conflict of laws provisions of either. Any legal suit, action,
or proceeding relating to this Agreement must be instituted in the courts
located in the City of London. Each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding.

4. Amendments and Modifications. No modification of or amendment to this

Agreement, nor any waiver of any rights under this Agreement, will be
binding upon either Party unless made in writing and signed by a duly
authorized representative of each Party.

5. Limitation of Relationship. Nothing contained herein shall create a joint

venture between, or partnership among the Parties.

6. Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of the Agreement.

7. Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original, but all of which together shall be deemed to be
one and the same agreement. A signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later
of the two dates below, that date being the Effective Date.
By signing this document below, you hereby ratify your understanding of these
terms, that all program sales are non-refundable, and waive any rights to
charge-back your purchase with your credit card processor unless “Guarantee”
under section 5 is breached.
COMPANY Client

By: By:

__________________________ __________________________

Date: Date:

________________________ ________________________