MASTER SERVICE AGREEMENT

This Master Agreement (“Agreement”) for Services, ("Services") is effective on the first date of the Initial Kickoff Call, which will constitute the formal commencement of the Agreement, between CPS Graphics Inc. DBA Tambourine (“Tambourine"”), a Florida Corporation, having its principal offices at 100 W. Cypress Creek Rd. #550, Fort Lauderdale, FL 33309, and “Client”.

Company and Client agree as follows:

1. Purpose and Scope

Client desires to outsource select services, as more specifically defined below, which shall include managed digital marketing services as well as support assistance as necessary in English-only unless otherwise indicated.

2. Services

Client understands and agrees that Tambourine’s exact Scope of Work and deliverables shall be determined by the specific services listed in the Proposal approved by Client

Support Service Hours

Tambourine’s online ticket desk is available 24/7/365. Live support is available for Clients located in the continental United States from 9:00am to 6:00pm in the Client’s local time zone, Monday through Friday.

All other Clients’ live support will fall within the hours of 9:00am and 9:00pm, Eastern Time, Monday through Friday.

Submitting Support Requests

You can submit a ticket by sending an email to support@tambourine.com.

Service Levels

Level 1

Level 2

Level 3

Low Medium High / Critical
Content updates including but not limited to text changes, photo changes, new page creation, offers, popups, miscellaneous production requests, general inquiries, etc. Time Sensitive Updates Features not working Website Errors Website Outage
Time to Respond: 1 - 2 hrs Time to Respond: 30 min - 1 hr Time to Respond: 30 min
Typical Resolution: 24 - 72 hrs Typical Resolution: 1 hr - 24 hrs Typical Resolution: ASAP

3. Client Responsibilities

Client will provide Tambourine team with its high resolution photography, logos, content and access passwords. Client has all legal authorizations to publish any images provided to Tambourine. Client represents that any images or other content of any kind provided by Client to Tambourine, including any uploaded to Tambourine CMS are owned, licensed or purchased royalty free including any intellectual property rights of any kind, and further including location and model usage rights. Client will defend, indemnify and hold harmless Tambourine for any claims arising from Tambourine’s use of such content.

Client will be responsible for providing proof of licensing of any provided or requested brand fonts displayed on client website or digital advertising.

Client will respond to material requests or requests for approvals WITHIN TWO (2) BUSINESS DAYS. These requests are necessary to allow for the performance of the services set out in this Agreement. Failure to respond to Tambourine requests within this time period shall be deemed an approval by Client. Failure to respond to Tambourine requests/proofs/approvals may delay various services provided as part of the Agreement.

If Client requests an onsite meeting with Tambourine staff or engages Tambourine for services that require Tambourine staff to visit the property or business for one or more nights, the Client is responsible for all reasonable travel-related expenses for Tambourine staff for the duration of the visit.

4. Payment

Monthly Fees:

Tambourine’s services are subject to monthly subscription fees (“Monthly Fee”). Tambourine will directly charge Client’s approved Monthly Fees to credit card on file or authorized bank debit via ACH. If requested, specific wire payment instructions will be provided to Client. Client will never receive a request from a non-Tambourine employee or entity to alter or modify the payment terms for any wire payment. If Client receives what appears to be a directive to change the wire instructions, please contact Tambourine Accounting directly via telephone at (954) 975-2220 to verify. If Client does not exercise due care and provides wire payments to alternative payors, the obligations under this Agreement remain in full force and effect and no credit or reimbursement will be due from Tambourine.

All Monthly Fees are non-refundable and must be paid in advance. Tambourine's obligations under this Agreement and/or any Attachment are conditional upon Client's fulfillment of its payment obligations. If Monthly Fees are not paid within 30 days of the due date, Tambourine reserves the right to suspend all services until payments are received and/or apply available funds, including media or advertising funds, to outstanding subscription fee balance.

Should Client choose to pay using an accepted credit card, Client agrees not to request or impose any "stop payments" or contested charges for services provided. If Client has concerns regarding charges, the parties agree to a thirty (30) day resolution period to discuss and resolve any disputes. If the parties are unable to resolve the dispute within the resolution period, Tambourine shall have the right to immediately terminate the Agreement and all accompanying rights as specified in this Agreement, including Section 5 below.

To the fullest extent permitted by law, Client waives all claims relating to charges unless claimed within sixty (60) days after the charge. All payments of Monthly Fees, and any other payments payable pursuant to this Agreement, must be made in United States Dollars. Nothing in this Agreement obligates Tambourine to extend credit to any Client.

5. Term and Termination

This Agreement shall commence upon the Date of the Onboarding Call and shall be automatically renewed on the 1st of each month. Termination may not occur in the first thirty (30) days of Agreement. Notice of non-renewal must be submitted in writing at least 30 days in advance of termination of services; if Client non-renews, all payment obligations then outstanding shall be paid by Client within five (5) business days. Tambourine may immediately terminate this Agreement in the event Client fails to perform its obligation for payment. All services, systems, digital campaigns and processes delivered as part of this Agreement are the sole property of Tambourine and upon termination, all services, systems and processes are retained by Tambourine. Client understands and accepts its obligation to pay all fees due to Tambourine through the date of Termination, regardless of whether Tambourine or Client terminates this Agreement. When Client gives its Notice of Termination, all outstanding invoices and fees are due immediately.

6. Indemnities and Limitations of Liability

Except as otherwise provided in this Agreement, each party agree to indemnify, defend and hold each other harmless from third party claims, actions, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of or related to the other party’s negligent or intentional misconduct or from its breach of the Agreement, including, without limitation, the use by Client of the Services in this Agreement. Notwithstanding anything in the Agreement to the contrary, neither party shall be entitled to indemnity for any claims, actions, damages, liabilities, costs and expenses arising from its own negligence, intentional misconduct, or breach of the Agreement.

As outlined in our Data Processing Agreement, as applicable, Tambourine uses leading security providers to reasonably ensure Tambourine servers and end points are protected and secure. We ask that our clients do their part as well, by requiring the creation of sufficiently complex passwords and the use of multi-factor authentication on their accounts, and to report any suspected or confirm intrusions into their accounts. However, it is impossible to completely avoid cyber incidents in todays connected world, and thus, if we do suffer from a cyber incident or data breach, we are ready to respond to the same as fast as possible, and will report the same in compliance with relevant data breach reporting laws. We continue to treat this subject as a priority in order to prevent any type of malicious attacks.

Client understands that unexpected technical delays and outages may occur. These technical delays may be a result of a multitude of causes including internet service provider (ISP) issues, power failures, viruses, cyber incidents, and other disruptions in service. Client acknowledges that Tambourine has no control, ownership or responsibility for any such failures and is not liable for any business losses of any kind, including bookings losses which may occur during such failures. Tambourine’s indemnity obligations as provided above do not apply to any third party claims arising out of such disruptions or failures.

TAMBOURINE DOES NOT REPRESENT OR GUARANTEE THAT ITS SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, CYBER INCIDENTS, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND TAMBOURINE DISCLAIMS ANY LIABILITY, INCLUDING ANY INDEMNITY OBLIGATIONS, RELATING THERETO.

TAMBOURINE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR THE PROVISION OF SERVICES AND SUPPORT, NOR ANY LIABILITY FOR CLAIMS ARISING UNDER THE AMERICANS WITH DISABILITIES ACT OR SIMILAR LAW. TAMBOURINE WILL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS (WHETHER DEEMED DIRECT OR CONSEQUENTIAL DAMAGES, OR OTHERWISE), CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CLIENT ACKNOWLEDGES THAT TAMBOURINE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

7. Confidentiality

In connection with the Services performed under this Agreement, the parties may have access to the other party’s Confidential Information. “Confidential Information” means non-public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential. Confidential Information includes, without limitation, information relating to the disclosing party's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, client lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether Client or machine readable. The parties agree to maintain the confidentiality of the Confidential Information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party’s Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement.

Exceptions

Confidential Information shall not include any information that: (a) is already known to be free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; or (f) is approved for release by prior written authorization of the disclosing party.

Residual Rights

Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party’s Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such party’s business, so long as such use or disclosure does not involve specific Confidential Information received from the other party. The disclosing party will not have rights in such knowledge and experience acquired by the receiving party, or rights in any business endeavors of the receiving party which may use such knowledge and experience, or rights to compensation related to the receiving party’s use of such knowledge and experience.

Survival of Obligation

The terms and provisions of this Section shall survive any expiration or termination of this Agreement.

8. Ownership of Work Product

All worldwide intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by Tambourine during the course of performing the Services belong exclusively to Tambourine, and Client shall have no right or interest therein. Tambourine retains all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies, pay-per-click campaigns, platforms or algorithms used in providing the Services which are based on trade secrets or proprietary information of Tambourine or are otherwise owned or licensed by Tambourine. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement requires Tambourine or Client to violate the proprietary or intellectual property rights of any third party. Client retains all of its intellectual property rights in any text, images or other components it owns and supplies to Tambourine for use in providing Services. Tambourine is the exclusive owner of the website development platform, including but not limited to all website source code and website design. Software tools used for website ripping, scraping and copying for the sole intent of removing the website from Tambourine’s proprietary platform are prohibited and in violation of this agreement. Any attempt to do so may be reported and prosecuted as cyber theft to the local authorities and prosecuted to the fullest extent of the law.

9. Relationship of Parties/Non-Solicitation

Tambourine is a vendor of Client; the relationship of the parties is that of independent contractor. Neither Tambourine nor Client are, or shall be deemed for any purpose to be, employees or agents of the other or the other’s employees. Neither party shall have the authority to bind the other to any contract or obligation.

Throughout the Term of this Agreement and for a period of two (2) years following its termination or expiration, Client agrees not to directly or indirectly solicit or recruit any employees of Tambourine that perform services hereunder without Tambourine’s prior written consent.

10. Assignment

Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non-assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

11. Governing Law, Dispute Resolution, and Attorneys’ Fees

This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. The parties agree to exclusive venue for any dispute in state or federal courts located in Broward County, Florida. The prevailing party in the dispute shall be entitled to collect from the other party all costs and fees incurred and reasonable attorneys’ fees.

12. Entire Agreement and Modifications

Each party acknowledges that it has read this Agreement and further agrees that the Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any Client request for proposal. Tambourine reserves the right to amend the terms and conditions set forth in this Agreement before or after any subsequent contract is entered into by the Parties.

13. Severability

In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

14. Force Majeure

Tambourine shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, hurricanes, earthquake or serious accident, strike, labor trouble or work interruption, loss of an IP address or other disruption to Internet connection, or any cause beyond its reasonable control.

15. Accreditation and Promotion

Accreditation:

Tambourine shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Tambourine, including on each page of the final product.

Promotion:

Tambourine retains the right to reproduce, publish and display the deliverables in Tambourine's portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses.

Promotional Approval:

Either party, subject to the other's reasonable approval, may describe its role in this Agreement on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party's website.

WEBSITE ADDENDUM TO MASTER SERVICE AGREEMENT

1. Server Uptime and Website Hosting

Service Level:

If the website availability is less than 99.99% at any time in a trailing 12-month period, Tambourine will credit the customer 5% of the monthly fee for each 60 minutes of downtime in excess of the allowable amount of downtime (up to 100% of customer’s monthly fee for the affected website).

Exceptions:

Customer shall not receive any credits under this SLA in connection with any failure or deficiency of availability caused by or associated with:

  1. circumstances within the Force Majeure provision (Section 14) of the Master Service Agreement;
  2. scheduled maintenance, emergency maintenance and upgrades (emergency or scheduled);
  3. DNS issues outside the direct control of Tambourine, and DNS Propagation;
  4. customer’s acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, Ruby, PHP, Python, etc), any negligence, willful misconduct, or use of the Services in breach of Tambourine’s Terms and Conditions and Acceptable Use Policy (which will be provided upon Client request);
  5. outages elsewhere on the Internet that hinder access to your account.

Tambourine is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it.

One primary domain (example: domain.com) is included with each hosted website. Additional domain hosting will incur a charge of $15 per month per additional domain.

2. Client Responsibilities

Client will redirect Domain Name Service ("DNS") to Tambourine server for the duration of the Agreement. Failure to redirect DNS will delay launch of Services.

Client will provide Tambourine team specific booking engine links at least two (2) business days before any booking promotions are required to go live.

3. Client Opportunity to Purchase Certain Rights Upon Termination

Upon termination, Client will receive all content and images that Client provided to Tambourine, including any images or fonts licensed to Client. In addition, Client will be eligible to receive all native PhotoShop files for website design and all written content created by Tambourine on behalf of Client. Any stock images or fonts licensed by Tambourine cannot be released unless the Client procures its own license for the content. In order to maintain eligibility for Tambourine-created files and content, Client must be current on all subscription fees and: A) if the termination date is at least 24 months after the launch of the initial website design (or any subsequent redesign), a one-time payment of $4,950.00 (USD) will be required to release materials described above or B) if the termination date is less than 24 months from the launch of the initial website design (or any subsequent redesign), the payment required to release the materials described above will be $4,950.00 (USD) plus a fee of $995.00 per month for each month remaining until the end of the 24th month from the launch of the initial website design (or any subsequent redesign).

4. Website Redesign

Client is eligible for one website redesign 24 months from the launch of then current website at no additional charge. If a Client wishes to redesign their current site prior to this date, Client may submit a request for Tambourine’s consideration; if Tambourine agrees to perform the redesign, it will charge a one-time project fee equal to $995.00 times the amount of months remaining to satisfy the 24-month requirement for each redesign request. Client agrees not to terminate this Agreement earlier than one (1) year from the date of the launch of a redesigned website.

If performance as defined as visits to looks is deemed by Tambourine to be 25% or more from the median range of the Tambourine portfolio for 90 days or more, Client will be considered for a redevelopment/redesign project at a reduced rate prior to the 24-month window expiring and subject to Tambourine approval.

A website will be considered to be redesigned if one or more of the following occur:

  • Complete rework of the site architecture and sitemap.
  • Modification of the overall aesthetic of a homepage and/or internal pages to match new brand guidelines.
  • Modification of the layout of the homepage and/or internal pages.
  • Full rebuild or replacement of the current site within the CMS.

Regardless of the timing of the redesign, Client understands that all website redesigns are governed by the following parameters:

  • Resource allocation for a redesign is based on availability and there are no project timeline commitments or guarantees.
  • There can be no more than ten (10) redesigns actively in process for all Tambourine clients at one time. Client will be added to a waiting list until space becomes available.
  • Client agrees not to terminate this Agreement earlier than one (1) year from the date of the launch of the newly redesigned website.

5. Website Accessibility

For purposes of the American With Disabilities Act, and similar state or local laws, Tambourine represents that the Website (not including any third party content, integrations and external websites) makes a reasonable and good faith effort to adhere to the Web Content Accessibility Guidelines, commonly referred to as WCAG 2.2 AA or the then prevailing "Accessibility Standard" as issued and developed by the the World Wide Web Consortium (W3C), which sets accessibility standards for website development, functionality and use, and any current, non-technical industry best practices. If such efforts are technically infeasible, Tambourine shall identify those accessibility issues to the Client so that the parties can reach an agreement on how to address the issue(s) including the related costs of bringing the Website up to standard. Tambourine will exclusively rely on SiteImprove, a Web Accessibility software to scan and report on all accessibility issues based on WCAG 2.2 AA standards. Tambourine will provide to Client an Accessibility Report generated from SiteImprove at the Client’s request.

Tambourine will regularly monitor the Website using SiteImprove to endeavor but does not guarantee that the Website continues to adhere to the prevailing Accessibility Standard after deployment and for the entirety of the life of the Website while on Tambourine’s platform, nor does Tambourine guarantee that the Website will be accessible at all times to all persons. Manual human testing using native assistive technology can be performed by request at Client’s expense.

Client agrees that any changes made to the Website by Client through the CMS (Content Management System) will adhere to WCAG 2.2 AA and current industry best practices. Client may elect to provide Tambourine with PDF(s) for posting on the Website provided that such PDF(s) are accessible PDF(s). Tambourine is not responsible for converting PDF(s) to be accessible and Client bears the entire risk associated with the posting of such PDF(s) and any other content provided or changes made by Client. Tambourine does not guarantee that the Client will be free from potential claims, complaints, investigations, actions, proceedings or lawsuits relating to website accessibility, whether frivolous or legitimate, under federal, state or local laws, and Tambourine expressly disclaims any and all liability for any such claims. Furthermore, Client agrees to defend, indemnify and hold harmless Tambourine from any and all liability in connection with any claims relating to website accessibility and/or compliance.

6. THIRD PARTY SCRIPTS

The Client may request the installation and / or customization of certain third party scripts that are unrelated to Tambourine’s products and services. All third party scripts are subject to a vetting process and Tambourine reserves the right to deny the installation if it deems the script will cause potential performance issues, create possible conflicts with previously installed scripts or require a complex installation process. Approved third party script installations may be subject to a minimum one-time fee of $250 per script. Complex customizations of scripts will be subject to a one-time installation fee per script with the amount to be determined during the vetting process. Client remains liable and responsible for any and all content contained in such scripts and will be considered the publisher of the same for all legal purposes.

SEARCH ENGINE OPTIMIZATION (SEO) ADDENDUM TO MASTER SERVICE AGREEMENT

Initial Implementation Deliverables

  • Research and Analysis
  • Developing URL Structure
  • Redirects setup
  • Building SEO Keyword Map
  • Creation of Metadata
  • SEO Health Monitoring Setup
  • Schema Markups - Primary Pages
  • Google My Business setup, verification, and configuration
  • Site Indexing
  • Local Directory Setup
  • 30 Day Post Launch QA

Ongoing Management

  • 404 error monitoring
  • SEO Health Monitoring
  • Basic Google My Business Maintenance upon request up to 1 hour per month
  • Organic Web Traffic Monitoring
  • Google Search Algorithm Adaptation
  • Local Directory Protection (if applicable):
    • Submission Management to 70+ Directories
    • Duplicate Listing Suppression

Terms and Conditions

  1. Tambourine has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
  2. Tambourine will need access to your Google My Business account in order to perform basic maintenance as noted above. Tambourine will perform this maintenance through its own agency account with Google and does not require owner level access provided on Client’s account. Unless separately engaged by Client, Tambourine is not responsible for the overall maintenance and control of Client’s Google My Business Account and retains no responsibility for any issues, including deletion or disablement, related to the account.
  3. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Tambourine does not guarantee No.1 positions or consistent top 10 positions for any particular brand keyword, phrase, or search term. Tambourine does not guarantee position ranking for any particular non-brand keyword, phrase, or search term.
  4. Google has been known to hinder the rankings of new websites (or pages) at their discretion. As such, Tambourine assumes no liability for ranking, traffic, indexing issues and consequently, Client should not have unrealistic expectations about rankings, traffic and revenues.
  5. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
  6. Tambourine makes no guarantee/warranty of project timeline or success if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than Tambourine or without the prior consultation of Tambourine. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a Website by any party other than Tambourine or without first consulting Tambourine:

    1. Changes in the file(s) or folder(s) name
    2. Putting a file in a different folder or putting a folder in another folder or sub domain
    3. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
    4. Deleting a link, folder, file, web document or sub domain.
    5. Modifying text on a web document such as changing the formatting of the text or repositioning the text.
    6. Removing analytics code from the web page which is used to track website traffic.
    7. Linking out to any website without prior consultation of Tambourine
    8. Adding a file, folder, web document, widget or any functionality.
    9. Renaming URLs of existing web documents.
    10. Taking down the Website or part of the Website.
    11. Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc
    12. Changes in the site architecture
    13. Changes in the anchor text
    14. Making any changes on an optimized web page
  7. Tambourine makes no guarantee/warranty of project timeline or success if:

    1. Client fails to resolve Tambourine queries on time.
    2. Client delays in providing required access, documents, permissions or any support for Search Engine Optimization purpose
    3. Client fails to make necessary changes on the Website as and when advised by Tambourine or carrying out the Search Engine Optimization services
    4. There is a server outage for prolonged time on Client’s site.
  8. Tambourine is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web.

PAID MEDIA ADDENDUM TO MASTER SERVICE AGREEMENT

Deliverables

  • Account setup and configuration
  • On-going management and optimization
  • Program launch in 30 business days after media strategy approval
  • Banners are limited to one (1) set of static banners, required sizes based on channel best practices. HTML 5 or any style of animated banner ads available per Tambourine’s discretion.

Note: If media is directed towards assets (websites, etc.) that are not managed by Tambourine, tracking code will be provided to Client for implementation by their website vendor

Campaign Types

Potential campaigns include but are not limited to the following:

Search

  • Google Branded Search Campaign
  • Bing Branded Search Campaign
  • Google Hyper Local
  • Meta Search Advertising

Remarketing

  • Google RLSA (Remarketing list for search ads)
  • Facebook/Instagram Offer Ad
  • Google Display Remarketing

Intent

  • Adara on Facebook
  • Google Non-branded Search
  • Expedia Travel Ads
  • TripAdvisor Sponsored Placement
  • Google Display In Market Ads
  • Google Display Custom Intent

Terms and Conditions

  • Advertising/Media spend NOT included
  • Campaign minimums apply
  • Either a credit card on file with each channel vendor or an automated bank debit/ACH authorization on file with Tambourine is required. If neither of these options are available, Client can pay by check as long as they provide a one-time initial deposit equal to two (2) times the monthly amount of advertising spend
  • Tambourine approval required to place media spend without a credit card, bank debit/ACH, or deposit on file
  • Media spend will be billed in arrears and due on receipt on a monthly basis
  • Program scope is based on the Client’s expected monthly media spend (Scope changes may apply if media spend amounts change)
  • Client understands that over/under spends of up to 10% of annual spend are to be expected
  • Ad unit creation updated no more than once per quarter, including display creative (Limited to static banners and six (6) standard sizes for desktop and mobile)
  • Fees subject to change if planned annual media spend increases or decreases by 20% or more

Additional Fees

  • Video/Animated graphics (MP4, etc.) available for additional creative fee of $500.00 per instance
  • Meta Search Advertising requires a one-time $500.00 setup fee and an additional $250.00 monthly connection fee
  • Yelp Advertising requires additional $200.00 monthly enhanced listing fee
  • If an Ad Server required, pass through costs not included

Last Update:  March 19, 2024