TERMS OF SERVICE
Modified on 09/01/2017
“Website” means https://redtundra.com, “Client,” “You,” “Your” or “Yours” means and refers to You and/or any other person or entity engaging with Our Website or otherwise with the Website on Your behalf. “We,” “Us,” or “Our” means and refers to RedTundra and https://redtundra.com, a Website wholly owned and operated by private partners. Both entities may sometimes be individually referred to as Party (“Party”), and collectively referred to as the Parties (“Parties”).
On the Contract Date, Client will be charged a setup fee (“Setup Fee”), and the first month’s Ad Management Fee (“Ad Management Fee”), agreed upon by the Parties in the Appendix. Client will continue to pay the Ad Management Fee on a recurring monthly basis (“Billing Cycle”), unless the Term of the Agreement is amended or ended by either Party.
Because You own Your ad account(s), You or Your Business will be responsible for paying Your Ad Spend (“Ad Spend”), agreed upon in the Appendix. Ad Spend is charged via third-party Ad Platforms (“Ad Platforms”), and the Ad Platforms Client has chosen to advertise on are also noted in the Appendix. Any increases or decreases to Client’s Ad Spend must be outlined clearly via email and/or phone confirmation prior the next Billing Cycle, whereupon such changes will be enacted. RedTundra is not responsible for Client’s Ad Spend, nor any debts incurred on Ad Platforms by Client, regardless of actions made by RedTundra on Client’s behalf.
THE ROAS GUARANTEE
If We do not generate Client a positive return on ad spend (“Positive ROAS”) in a given month, We will refund Client’s Ad Management Fee for that month.
Calculation. ROAS is calculated by the amount of money made from Ad Spend via Conversions (“Conversions”) over Ad Spend. A Positive ROAS is any number greater than 1.0.
Conversions. Conversions are purchases made through Client’s website up to one (1) day after a customer sees your ad(s) or up to thirty (30) days after a customer clicks on your ad(s).
Pixels & Tracking. Client is responsible for placing code on Client’s website in order to adequately track any and all purchases from Ad Spend without disruption.
Uninterrupted Service. Client’s website must not suffer from downtime for more than seventy-two (72) hours in a given month. Business must also flow as usual without any major interruptions, including but not limited to natural disasters, power outages, and more. All payments to Ad Platforms must also be made on time. Client must also grant unrestricted ad account access to RedTundra for the entire length of the contract.
CLAIMING A REFUND
If the ROAS Guarantee is accepted by both Parties, Client has the ability to accept a refund of Client’s Ad Management Fee for a given month, thirty (30) days after the end of a month in which a Positive ROAS was not shown. Accepting this refund will terminate Client’s existing contract with Us after all Client’s outstanding payments are made. RedTundra will not grant refund requests of any kind outside of the ROAS Guarantee, including refunds for setup fees and monthly ad management.
RIGHT OF REFUSAL
Client also has the option to decline accepting a refund of Client’s Ad Management Fee for a given month, thirty (30) days after the end of a month in which a Positive ROAS was not shown. Doing so will thereby void the ROAS Guarantee and any future ROAS Guarantee claims regardless of whether or not a Positive ROAS was shown in a given month. RedTundra reserves the right to deny any business, for any reason, the 100% ROAS Guarantee prior to beginning any formal Agreement of Services. Businesses may also fail to qualify for the ROAS Guarantee because they do not meet the Terms outlined above (for instance, not selling goods or services that can be tracked via pixels and code online), among other things.
Client grants RedTundra a non-exclusive, non-transferable, royalty-free license to use its names, trademarks, logos and service marks (collectively, “Marks”) in connection with the performance of this Agreement.
TERM & TERMINATION
The Term (“Term”) of this Agreement shall begin on the Contract Date and automatically renew every month without notice. Either Party may terminate this Agreement for any reason at any time after the first Billing Cycle. If Client terminates the Agreement, You are responsible for paying the final Ad Management Fee of the next Billing Cycle (“Final Bill”). Client is also responsible for any and all outstanding debts and fees, included but not limited to money owed to Ad Platforms and RedTundra. Upon termination, RedTundra agrees to cease all promotions of Client’s products and services, as well as halt the use of Client’s technology and Marks in advertisements. RedTundra will also delete all campaigns, ad sets, ads, and any other assets created and managed by RedTundra.
EXCLUSIONS & LIMITATIONS
The information on this Website is provided on an “as is” basis. To the fullest extent permitted by law, We exclude all representations and warranties relating to this Website and its contents of which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this Website and/or Our literature; and excludes all liability for damages arising out of or in connection with Our services. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised Us of the possibility of such potential loss), damage caused to Your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
The Parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, “Information”). Information shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of either Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party unless as directed by a court of law. This protection of information will survive the termination or expiration of this Agreement.
RedTundra’s Duty to Indemnify. RedTundra will indemnify, defend, and hold Client and its directors, officers, employees, and agents harmless from any and all costs, expenses (including reasonable attorney’s fees) losses, damages, or liabilities based on a claim that RedTundra’s Deliverables infringes any intellectual property rights of a third party.
Client’s Duty to Indemnify. Client will indemnify, defend, and hold RedTundra and its directors, officers, employees, and agents harmless from any and all costs, expenses (including reasonable attorney’s fees) losses, damages, or liabilities based on a claim that Client’s Products and Services, including those marketed by RedTundra as Deliverables, infringes any intellectual property rights of a third party.
Indemnification Procedures. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense.
LIMITATION OF LIABILITY
CLIENT AGREES THAT IN NO EVENT SHALL REDTUNDRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL REDTUNDRA (I) BE LIABLE FOR LOST PROFITS, REVENUE, OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT, OR (II) BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
NOTIFICATION OF CHANGES