This agreement takes effect the moment first payment is made by purchaser (“Client”) to Relevant Ads, Inc. aka Local Splash (“The Company”).

Recitals

1. The Company has experience and expertise in the development of Local Search Engine Optimization (“SEO”) Strategies for local businesses, web pages, and websites.
2. Client desires to have The Company develop and deploy local SEO strategy and online marketing services.
3. The Company desires to develop Client’s local SEO strategy and online marketing services.

Agreements

In consideration of the mutual covenants set forth in this agreement, Client and The Company hereby agree as follows:

Length of Agreement and Renewals

• The length of the Initial Term of the Agreement will be agreed upon at point of sale.
• The Initial Term begins once the Client has fully paid for the Initial Term of service and any applicable setup costs.
• Once the Initial Term is complete, a new Monthly Term will automatically begin.
• The new Monthly Term ends on the same day that it started in following month.
• Once a Monthly Term is complete, a new Monthly Term will automatically begin.
• The price for the Monthly Terms will be stated at point of sale.
• All Terms are paid at the beginning of the Term.

1. Development of Strategy and Optimization Services

The Company agrees to create, manage, and employ the following online marketing products and services:

Services

Google Business Profile Optimization

If you have ordered this service from us, the following section will apply:

Our goal is to make sure your business is listed with as close to 100% accuracy as possible throughout the web. Your customer service specialist will work with you to ensure all your information matches your Google Business Profile.

• Creation of new Google Business Profiles
• Management of existing Google Business Profiles
• Claiming of existing Google Business Profiles on behalf of The Client
• Keywords Research
• Categories Selection
• Profile and Photos Optimization
• Posts Creation

Google Business Profile Access

If you have ordered this service from us, the following section will apply:

When The Company creates a Google Business Profile on behalf of The Client, The Client will be provided management access to the Google Business Profile. The Client may request ownership of the Google Business Profile at any time through email, chat or phone.

The Company will request management access if The Client is already in possession of an existing Google Business Profile. The Client will retain full ownership of their Google Business Profile. This will allow The Company to optimize and improve upon any existing Google Business Profiles.

Offboarding Terms: The Company will only provide ownership access to The Client whose information matches what The Company has on file. Any Google Business Profile Ownership Requests from third parties, or whose information does not match what The Company has on file, will be expressly denied. This service will be offered at no additional cost.

Directory Submissions

If you have ordered this service from us, the following section will apply:

Having an accurate listing is important but it’s not enough to push your site up the list of Google Search rankings. Our technology will connect your business with popular directory submissions, maps and GPS systems. Some of the listings The Company creates also include the following popular directories, listed below:

• Google
• Bing
• Yelp
• Facebook
• Apple Maps

Offboarding Terms: The Company will only provide ownership access to The Client whose information matches what The Company has on file. Any Requests from third parties, or whose information does not match what The Company has on file, will be expressly denied. This service will be offered at no additional cost.

MySite / Custom Website*

If you have ordered this service from us, the following section will apply:

Professional Web Development with mobile-friendly formatting and professional design following the latest web trends.

• Website Support, Hosting & Maintenance
  All website hosting and maintenance fees will be included within the term agreement. This Includes thirty (30) minutes of technical support per month for web hosting and storage. Note that if the time is not used it does not accumulate, nor can it be used in later months. If Client requires more than thirty (30) minutes of support within a month, additional website project management is provided to Client in five (5) hour increments, or any portion thereof, at a rate of $375.00 per each occurrence. If Client has been a paying client for less than 6 months and decides to cancel their services and retain a website, they must prepay for 12 months of website hosting.
• Delivery Dates
  Development shall commence upon the Client’s electronic agreement via eSignature. The Company will complete the website development and make it available for client inspection no later than 2 weeks from the day development commenced. If Client requests adjustments, The Company shall have a reasonable amount of time to make such changes.
• Delays in Delivery
  All delivery dates are approximate dates only, and provided to estimate in good faith to the best of The Company’s ability. Should delay in delivery be caused by the Client’s failure to provide information requested by The Company or to take any other measures in regard to the delivery of the Services, The Company is entitled to terminate the agreement. The Client shall be responsible to fully pay Service costs in the event of termination or delay in delivery that Client has caused.​
• Domain Limitation
  The Company directs only one (1) domain to The Company’s server for Client’s website. As a convenience, The Company can provide an IP address to which additional domains may be directed, as needed. However, The Company is not liable for any domains aside from the primary domain linked to The Company’s server.
• Add-Ons/Plugins Installation Policy
  Installation fee – $49.00 (One-time payment per plugin)
  The Company does not own, license, or work with the plugins that are available. This payment is for manual setup and installation of the plugins purchased. No payment is for the creation of plugins, or 3rd party add-ons that are available. Client has the option to purchase additional plugins.
• Image & Content Policy
  The Company uses stock photos temporarily until client photos are received. All temporary data/photos are not intended to help market or convert consumers, or to generate revenue from copyrighted content. The Company assumes no liability for the content represented on website.

Offboarding Terms:

Domain Transfer: Domains related to the Website and hosting services will be terminated or Client may purchase the domain from The Company for a fee of $99. The Company will not provide any technical support after the transfer of the domain.

Website Files Transfer: The company will provide HTML, JavaScript and CSS files only on special cases to the Business Owner that The Company has on file. The cost for this offboarding service is $199.

Facebook Business Page Access

If you have ordered this service from us, the following section will apply:

When The Client provides Facebook Access for their existing Facebook Business Page to The Company, The Client maintains ownership of the Facebook Business Page and has the right to revoke the access given to The Company at any time.

When The Company creates a Facebook Business Page on behalf of The Client, The Client will be provided full control via Facebook Access  to the Facebook Business Page. The Client may request ownership of the Facebook Business Page at any time through email, chat or phone.

Offboarding Terms: The Company will only provide ownership access to The Client whose information matches what The Company has on file. Any Facebook Business Page Ownership Requests from third parties, or whose information does not match what The Company has on file, will be expressly denied. This service will be offered at no additional cost.

Facebook Ads*

If you have ordered this service from us, the following section will apply:

Facebook Ads allows you to target the right audience, generate leads and grow your online sales. The Facebook Ads will be completed within 2 to 3 weeks after granting The Company access to your Facebook Business Page. Our services include the following:

• Reach More Customers
• Custom Dynamic Ads that Convert
• Build Brand Awareness
• Retargeting Ads for Increased Conversions
• Detailed Analytics and Reporting

Offboarding Terms: Upon the Clients offboarding, The Company will turn off all Facebook Ad campaigns associated with the Client. The campaign is not transferable, but the Client may be provided with all Ad copy, audience targeting, age groups, language, interests, scheduling associated with the Clients Facebook Ad campaign to create their own campaign. The cost for this offboarding service is $99.

Google Ads*

If you have ordered this service from us, the following section will apply:

Google Ads can get your business to the top of search results within 7 to 14 business days. Our services include the following:

• Initial Account Setup & Configuration
• Keyword Research & Analysis
• Geo Targeting
• Expanded & Optimized Text Ads
• Advanced Analytics

Offboarding Terms: The Company will only provide a CID transfer to The Client whose information matches what The Company has on file. Any Requests from third parties, or whose information does not match what The Company has on file, will be expressly denied. The cost for this offboarding service is $99.

Google Guaranteed*

If you have ordered this service from us, the following section will apply:

With Google Guaranteed, your business can receive leads directly from potential customers via phone calls or messages. Your business will be seen in the dedicated search result page and you will only pay for leads related to your business and the services you offer; limitations apply.

• The following is needed to get started with the program and by signing, you are acknowledging that you and your business is in compliance with these requirements:
  • Consent to background check(s) for business entity, business owner(s), and any client-serving employee(s)
    • A Social Security Number (SSN) and either a driver’s license, a identity card, or passport issued by the United States is required for each owner and employee
  • Business is properly insured; proof of certificate of general liability may need to be provided
  • Business is properly licensed; proof of industry-specific, state approved license may need to be provided
  • After your business has been approved to use the Google Guaranteed platform, your business will be subject to periodic recertification checks. Where permitted by local law, these checks will be conducted by Google’s background check provider without requesting any further information from you. If you are requested to provide updated information during the recertification process, you must promptly respond within the time requested.
• If your customers aren’t satisfied with the quality of your work, Google may reimburse your customer up to the amount paid for the initial service, subject to a lifetime limit of $2,000 USD.
  • The lifetime claim coverage provided by Google does not cover add-on or future projects, damages to property, dissatisfaction with price or provider responsiveness, or cancellations.
  • When you provide services, your customers are not Google’s customers. You can’t claim to work for Google, and you can’t involve Google in any service issues between you and your customers. If a dispute arises, the customer may use the Google Guaranteed platform to find an alternative service provider, or the customer may file a Google Guarantee request, but Google won’t help resolve any issues between you and your customer.
• Your business must have an existing Google Business Profile local listing with at least 5 reviews or is willing to obtain a new local listing with our Google Business Profile Optimization service to obtain at least 5 reviews.
• The validity of leads and the ability to dispute leads are based on Google’s policies only.
  • Valid leads are related to your business or to the services you offer and can occur when customers find your Google Guaranteed ad  on Google. Valid leads can be generated when:
    • You receive a text message or email from the customer (if certain features are enabled)
    • You receive a voicemail from the customer
    • You answer a phone call and speak with the customer
    • You receive a missed call (without a voicemail) and you return the customer’s message with a text message, email, or call where you either speak with the customer or leave a voicemail
  • Before a lead is credited, Google will listen to call recordings to verify that one of the approved reasons below applies:
    • Solicitation
      • Call was from a wrong number.
      • Caller was trying to sell you a product or service.
      • Call was from someone seeking employment at your business.
    • Spam
      • Call was pre-recorded.
      • Call was otherwise not from a live human.
    • Duplicate lead
      • The customer called to follow up on an existing lead for the same job within 15 days, and both the leads were charged (not applicable if leads are received from other sources besides Google Guaranteed).
  • Examples of valid leads that won’t be credited:
    • A customer asked for advice to complete a project related to a service you offer.
    • A customer canceled a booking or appointment.
    • A customer was researching potential projects or prices related to a service you offer.
    • A customer didn’t respond to your return call or message.
    • You listed a general service type on your profile, but you don’t do a specific type of service.
      • For example, your profile lists that you service water heaters, but you don’t service tankless water heaters.
    • You generally service an area or provide a service, but are temporarily unable or unwilling to provide these services (and they are still listed on your profile).
• The application fee is a one-time, non-refundable charge.
  • If canceled during onboarding and you choose to reactivate the product at a later time, an additional application fee may be required.
• The activation ad budget is required once your ad has successfully passed all checks and verifications. This amount you pay may not be the same every single month. The amount you pay at the beginning of the new month depends on the number of leads that you received from the previous month.

Offboarding Terms: Transfer fee – $99.00 (One time): The Company will deliver all relevant account access to the new owner at the request of Client for a fee of $99.00. The Company will not provide any technical/optimization support after the transfer of the account access.

Upon cancellation, outstanding ad budgets will continue to be used for the ad until depleted or may be reallocated to other services/products (such as the aforementioned one-time transfer fee).

Yelp Ads*

If you have ordered this service from us, the following section will apply:

Yelp Ads can help your business gain visibility on one of the most trusted review platforms. We assist in creating and managing effective Yelp Ads campaigns tailored to your business goals. Our services include the following:

• Yelp Ad Creation & Management: We design and manage ads that will appear in search results and on competitor pages, ensuring your business is seen by potential customers.
• Audience Targeting: We help target your ads to the most relevant audience based on location, search behavior, and business category.
• Campaign Performance Reporting: Detailed performance reports will be provided, including impressions, clicks, and cost per click, so you can track your ad performance and ROI.
• Optimization for Maximum Results: We continuously monitor and adjust your campaigns to improve ad performance and lower costs.

Billing and Payments

Yelp Ads billing will be managed through your Local Splash account. A minimum ad budget is required and must be pre-paid prior to ad creation and optimization. The amount you pay may not be the same every single month. The amount you pay at the beginning of the new month depends on the number of leads that you received from the previous month. Ad budgets are set on a monthly basis and will automatically renew unless modified or canceled before the start of the next billing cycle. Any changes to the budget must be communicated to Client Support before the end of the current billing cycle.

Offboarding Terms: Upon offboarding, all Yelp Ads campaigns will be paused. Clients can request detailed reporting and targeting data for a one-time fee of $99.00. The campaigns themselves are not transferable, but clients may use the provided data to recreate their own campaigns.

Google Workspace*

If you have ordered this service from us, the following section will apply:

Professional form of communication and enhanced data security for your protection with the ability to easily work with your team by sharing a drive and documents for easier and more efficient connections.

• Includes all of the following products, limitations apply: Gmail Business email, Meet Video and voice conferencing, Chat Team messaging, Google Calendar, Drive cloud storage, Docs Word processing, Sheets Spreadsheets, Slides Presentation builder, Forms Professional surveys builder, Sites Website builder, Keep Shared notes, Currents Engage employees, Apps Script Automate.
  • Google Drive
    Up to 30 GB of cloud storage to store, access, and share your files in one secure place
  • Aliases
    The Company can create up to 30 aliases under the same domain and single user account. If Client would like separate inboxes, an additional user account would be required and charged at the same rate of initial set-up.

Offboarding Terms: The Company will only provide ownership access to The Client whose information matches what The Company has on file. Any Requests from third parties, or whose information does not match what The Company has on file, will be expressly denied. The Client will be responsible for the ongoing payment and maintenance of the Workspace account after discontinuing with The Company. The Client will be required to set up a new payment method with Google immediately to ensure there is no delay in service. This service will be offered at no additional cost.

Advanced Reporting

The Company wants our clients involved with real-time performance metrics so they can identify how their business is performing online and address their customers’ inquiries. You will receive your login credentials within 7 days. Make sure to check your email. Our comprehensive and mobile user-friendly reporting dashboard allows you to:

• Review Google Business Profile Insights
• Monitor Google Ads Statistics
• Check Profile Information Submitted up to 60 Directories
• Review leads from Your Web Page

Live Client Support

The Local Splash Client Support team is available Monday-Friday, 7am-4pm Pacific Time, at (877) 635-6225. In addition you can request assistance by email at hello@Local Splash, by online chat at https://www.Local Splash, or on your dashboard.

2. Delivery Dates

The Company will use reasonable diligence in the development of the SEO services and endeavor to deliver all services within a maximum of 45 to 60 days from the account start date. Client acknowledges, however, that there is not a delivery deadline if Client fails to resolve any SEO queries on time or delay in providing required access, documents, permissions, or any support for SEO purposes. Client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to The Company for use in the SEO services rendered under this agreement.

3. Compensation

For all of The Company’s services under this agreement, Client shall compensate The Company as agreed at the time of sale. In the event Client fails to make any of the payments agreed to on time, The Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the agreement, (2) remove services or resources owned by The Company, and/or (3) bring legal action.

4. Referral program

Refer a business to Local Splash and get up to $150 in service credit.

• Refer a colleague, friend, or anyone else in your network to Local Splash.
• Once your referral signs up as a customer you’ll receive up to *$150* in statement credit.
• Plus, there’s no limit to the amount of statement credit you can earn, so keep the referrals coming.
• Referrals must have made 2nd payment in order for the referred to get service credit.
• Service credit is only applied to Local SEO and not towards any other product or services.

5. Confidentiality

Client and The Company acknowledge and agree that the specifications and all other documents and information related to the development of local SEO services (the “Confidential Information”) constitutes valuable trade secrets of The Company. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this agreement, without The Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

6. Limited Warranty and Limitation on Damages

Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the amount paid to The Company.

7. Cancellation Policy

• The Client may cancel services at any time by contacting Client Support at (877) 635-6225. Certain fees may apply. Cancellation will be processed upon authorized user verification.
• Monthly services (Local SEO, Ads) cancelled three (3) days before the next Monthly Term will be cancelled at no additional cost.

8. Entire Agreement

This agreement contains the entire agreement between the parties relating to the subject matter herein and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter herein. No modification of this agreement is valid unless made in writing and signed by both parties hereto.

9. Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction and venue shall be in the Orange County, California Superior Court.

10. Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this agreement.

11. Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this agreement.

12. No Right to Assign

Client has no right to assign, sell, modify or otherwise alter this agreement, except upon the express written advance approval of The Company, which consent may be withheld for any reason.

13. Indemnification

Client warrants that everything it provides The Company to employ in SEO is legally owned or licensed to Client. Client agrees to indemnify and hold The Company harmless from any and all claims brought by any third-party relating to any aspect of SEO, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by Client’s products/services, material supplied by Client, copyright infringement, and defective products sold via SEO. Client agrees to indemnify The Company from responsibility for problems/disruptions caused by third-party services that Client may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of SEO or multimedia project.

14. Use of Material for Promotional Purposes

Client grants The Company the right to use its work in producing SEO for promotional purposes and/or to cross-link it with other advertising developed by The Company. Client grants The Company the right to list, reference or otherwise identify Client as a client of The Company in The Company’s advertising and marketing.

15. No Responsibility for Loss

The Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for SEO. The Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of SEO under this Agreement.

16. Right to Make Derivative Works

The Company will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to SEO.

17. Attorney’s Fees

In the event any party to this agreement employs an attorney to enforce any of the terms of the agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

18. Identification of The Company

Client agrees that The Company identification may be annotated, and remain, within the code or on the website as the authors. Client also agrees to put The Company’s copyright notices on SEO and the relevant content therein.

19. Agency of Record (AOR) Agreement

Client hereby appoints The Company as its agency to provide, and The Company agrees to provide services related to Client’s local online advertising and search engine optimization. Client authorizes The Company to take, on Client’s behalf, all actions deemed advisable by The Company to perform these services.