Paid Traffic ROAS

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Revenue Share Agreement (ROAS Performance Fee)

This Revenue Sharing Agreement (the “Agreement”), is between _________________,


with offices located at ___________________________________ (“Client”), and {INSERT
YOUR COMPANY NAME/SOLE TRADER NAME}, a company with a physical address of
{INSERT YOUR COMPANY/PERSONAL ADDRESS} (“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, and generates revenue
through this expertise; and

WHEREAS, Client desires to have Company help generate revenue provide services in
bringing the Client’s business a consistent flow of high-quality leads which can be
converted into paying customers and increased revenue; and

WHEREAS, the Parties wish to agree to divide the revenue generated through a
Return on Ad Spend (“ROAS”) calculation 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.

A. All work to be performed shall be consistent with the separately executed


“Paid Traffic Profit Program Agreement.”

2. Compensation.

A. The base monthly fee shall be consistent with the separately executed “Paid
Traffic Profit Program Agreement,” a rate of _______________.

B. The ROAS shall be calculated by dividing the monthly revenue produced


through the services provided by the Company by the amount spent on those
services.
C. Company will receive 10% of that calculated ROAS total as a share of that
generated revenue (“Revenue Split”), on top of and in addition to the
previously charged rates under the Paid Traffic Profit Program Agreement.

3. Terms of Payment.

A. Payment of Revenue Split covering the initial 90-day period shall be auto
billed from the credit card provided by Client on the signing of this
Agreement after the initial 90-day period ROAS calculation is completed, but
no later than 30 days after the end of that period.

B. Monthly Revenue Split will thereafter be auto billed from the same credit card
provided by the Client on the signing of this Agreement after the monthly
ROAS calculation is completed at the end of each month, but no later than 30
days after the end of that month.

C. All payment is final and no refunds to payment shall be granted under any
circumstances other than a breach in the “Guarantee” under section 5 of the
“90 Day Paid Traffic Profit Program”.

4. Term of Agreement.

A. This Agreement shall be for a period of 90 days from the Effective Date, unless
terminated as provided herein.

B. After the initial 90-day period, the term shall be month to month.

5. Termination.

A. 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” under section 5 of the “90 Day Paid Traffic Profit Program” has
been breached.

6. Indemnification.

A. 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.

B. 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.

C. 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.

7. Miscellaneous Provisions.
A. 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.

B. 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.

C. 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 Sheffield. Each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding.

D. 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.

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


venture between, or partnership among the Parties.
F. Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of the Agreement.

G. 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 of the “90 Day Paid Traffic Profit Program” is breached.

COMPANY Client

By: By:

__________________________ __________________________

Date: Date:

________________________ ________________________

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