Terms of Service

1. Agreement to Terms

By accessing or using ProfitSEM's website and services, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access our services.

2. Services Description

ProfitSEM provides Google Ads management services, including but not limited to:

• Google Ads campaign strategy and setup
• Campaign optimization and management
• Performance reporting and analysis
• Conversion tracking implementation
• Strategic consulting and recommendations

Specific services provided will be outlined in your Service Agreement.

3. Service Agreement and Billing

3.1 Service Plans

We offer various service plans with different pricing tiers based on your advertising budget and business needs. All fees are outlined in your Service Agreement.

3.2 Payment Terms

• Management fees are billed monthly in advance
• Payment is due on the 1st of each month
• Late payments may result in service suspension after 15 days
• Google Ads spend is billed directly to your Google Ads account by Google

3.3 Refund Policy

We offer a 90-Day Profit Guarantee:

• If we do not improve your Google Ads ROI within 90 days, you may request a full refund of management fees paid during that period
• ROI improvement is measured against the 30-day period immediately before engagement
• Refund requests must be submitted in writing within 100 days of service start
• Ad spend paid to Google is non-refundable (this is paid directly to Google, not to us)

4. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete business information
• Grant necessary access to Google Ads, Analytics, and other required platforms
• Respond to requests for information in a timely manner
• Maintain sufficient budget in your Google Ads account to avoid service disruption
• Review and approve campaigns before launch (when applicable)
• Comply with Google's advertising policies and terms of service
• Notify us of any changes to your business, products, or services that may affect campaigns

5. Account Access and Ownership

5.1 You Own Your Accounts

You retain 100% ownership of your Google Ads account, Google Analytics, and all associated data. We simply manage these accounts on your behalf.

5.2 Access Requirements

To provide services, you must grant us Admin or Standard access to:

• Your Google Ads account
• Google Analytics (if applicable)
• Your website (for conversion tracking setup)
• Any other platforms necessary for campaign management

5.3 Upon Termination

When services end, you retain all accounts and data. We will remove our access within 7 business days of termination.

6. Termination

6.1 Termination by Client

You may terminate services at any time with 30 days written notice. You will be billed for the current month plus any work in progress.

6.2 Termination by ProfitSEM

We reserve the right to terminate services immediately if:

• Payment is more than 30 days overdue
• You violate Google's advertising policies
• You provide false or misleading information
• You engage in abusive or inappropriate behavior toward our team
• Your account is suspended or banned by Google

6.3 Effect of Termination

• All outstanding fees become immediately due
• We will provide a final report of campaign performance
• Campaign management will cease (your campaigns may continue running on autopilot unless you pause them)
• You retain all accounts, data, and campaign assets

7. Performance and Results

7.1 No Guarantee of Specific Results

While we strive for excellent results, we cannot guarantee specific outcomes such as:

• Specific ROAS or ROI percentages (except as outlined in our 90-day guarantee)
• Specific conversion volumes or revenue targets
• Google Ads account approval or ad approval
• Search rankings or impression share

7.2 Factors Beyond Our Control

Campaign performance can be affected by factors outside our control, including:

• Google algorithm changes
• Competitor actions and market conditions
• Your website performance and conversion rate
• Product quality and pricing
• Seasonality and economic conditions
• Google policy changes

8. Confidentiality

Both parties agree to keep confidential any proprietary information shared during the service relationship, including:

• Your Confidential Information: Business data, financial information, customer data, trade secrets
• Our Confidential Information: Proprietary strategies, methodologies, tools, and processes

This obligation continues for 2 years after service termination.

9. Intellectual Property

• Your Property: You retain all rights to your brand, products, content, and business materials
• Our Property: We retain rights to our proprietary methodologies, strategies, tools, and processes
• Work Product: Campaign structures, ad copy, and strategies created for you belong to you, but we may use anonymized learnings for other clients

10. Limitation of Liability

To the fullest extent permitted by law:

• Our total liability for any claim is limited to the amount you paid us in the 6 months preceding the claim
• We are not liable for indirect, incidental, consequential, or punitive damages
• We are not liable for lost profits, lost revenue, or lost business opportunities
• We are not liable for actions taken by Google, including account suspensions or disapproved ads

11. Indemnification

You agree to indemnify and hold ProfitSEM harmless from any claims arising from:

• Your violation of Google's policies or terms of service
• False or misleading information you provide
• Your products, services, or business practices
• Intellectual property infringement by your materials

12. Compliance with Laws

You represent and warrant that:

• Your business complies with all applicable laws and regulations
• Your products and services are legal to advertise
• You have all necessary licenses and permits
• Your advertising claims are truthful and substantiated

13. Prohibited Activities

You may not use our services to advertise:

• Illegal products or services
• Counterfeit goods
• Get-rich-quick schemes or pyramid schemes
• Content that violates Google's advertising policies
• Deceptive or fraudulent offers

14. Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, pandemics, government actions, or internet/platform outages.

15. Governing Law and Disputes

15.1 Governing Law

These Terms are governed by the laws of the State of [Your State], without regard to conflict of law principles.

15.2 Dispute Resolution

Any disputes will be resolved through:

1. Good Faith Negotiation: 30 days to resolve through direct communication
2. Mediation: If negotiation fails, binding mediation
3. Arbitration: If mediation fails, binding arbitration under AAA rules

16. Entire Agreement

These Terms, together with your Service Agreement, constitute the entire agreement between you and ProfitSEM. They supersede all prior agreements, whether written or oral.

17. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of significant changes via email. Continued use of services after changes constitutes acceptance of modified Terms.

18. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

19. Contact Information