Client service agreement

Parties

This Client Service Agreement (the "Agreement") is between PPCSPIDER, trading as PPC Spider, of 212 N. 2nd St. STE 100, Richmond, KY 40475, United States ("PPC Spider", "we", "us") and the client named in Schedule A ("Client", "you").

It takes effect on the Effective Date in Schedule A and governs every service, plan and one-time product listed there, plus any later statement of work that refers to this Agreement.

1. Definitions

"Services" means the management plans, one-time products and SpiderOS subscriptions listed in Schedule A, as described on the service page for each one at ppcspider.com on the Effective Date.

"Service Page" means the page on ppcspider.com that describes a service, what is included, its process, its plan tiers and its price. The Service Page is the scope of that service.

"Accounts" means the marketplace, advertising, store and data accounts you own and give us access to, such as Seller Central, Vendor Central, Amazon Ads, Walmart Seller Center, TikTok Shop, Meta Business Manager, Google Ads and your Shopify store.

"SpiderOS" means our software platform, including the Silk assistant, through which the Services are delivered and reported.

"Deliverables" means the work product created for you under this Agreement, such as listing copy, images, A+ Content, Brand Store designs, landing pages, reports and plans.

"Ad Spend" means money paid to an advertising platform for media. It is paid by you to the platform and is not part of our fees.

2. Services and scope

We will deliver the Services listed in Schedule A according to their Service Pages. Anything not on a Service Page is out of scope. Out-of-scope work is quoted in writing and starts only when you approve the quote, at which point the quote becomes part of Schedule A.

Each management plan is tied to the ad spend band or ASIN band shown on its Service Page. If the Account exceeds its band for a full calendar month, the plan moves to the next tier at the next billing date, and we will tell you in writing at least one month before the change.

We may update a Service Page over time. Changes that reduce what is included in a plan you are on do not apply to you until the next renewal, and we will tell you first.

3. Term

Each management plan has an initial term of 90 days from its start date in Schedule A. After the initial term it continues month to month until either party cancels with at least 30 days written notice. Notice may be given by email to the addresses in Schedule A.

One-time products have no term. They are complete when the Deliverable is accepted or, if you do not respond, 10 business days after we deliver it.

SpiderOS subscriptions renew monthly until cancelled from the dashboard or by email. Cancellation takes effect at the end of the current billing period.

4. Fees and payment

Fees are those on the Service Page on the Effective Date, as recorded in Schedule A, in US dollars. Management plans and SpiderOS subscriptions are billed monthly in advance on the billing date. One-time products are billed on order.

Payment is by card through Stripe, or by invoice with the payment terms stated on the invoice where we have agreed to invoice you. Card details are entered on Stripe's pages and are never held by us.

If an invoice is unpaid after its due date we may, after written notice, pause the Services until the balance is paid. Paused time is not refunded and the term continues to run.

Fees exclude sales tax, VAT and similar taxes. Where we are required to charge tax, it is added to the invoice.

We never charge a percentage of Ad Spend or of sales. Ad Spend is paid by you directly to the platform under your own agreement with that platform.

5. Your responsibilities

You will give us the user access to the Accounts that the Services need, as named users you create and can remove, within five business days of the start date. If access is delayed, the start date and the first billing date move with it.

You will give us accurate information where only you have it: product costs, margins, stock positions, supplier lead times, brand ownership documents, compliance documents and any pricing floors or approvals you reserve for yourself.

You will respond to approvals and questions within a reasonable time. Where a Service Page says a Deliverable includes revision rounds, two rounds are included; further rounds are quoted.

You confirm that you own or are authorized to sell the products, that your listings and marketing claims comply with the law and with the policies of each marketplace, and that you hold any licenses, certifications and intellectual property rights needed to sell them.

6. Our responsibilities

We will deliver the Services with reasonable skill and care, by people with marketplace experience, following the process on each Service Page, and we will report in the rhythm shown on your plan.

We will assign a strategist as your main contact and will tell you if that person changes.

We will work inside the Accounts only to the extent needed to deliver the Services, keep a log of changes we make, and tell you promptly if anything outside our control, such as a platform outage, policy change or account suspension, affects our ability to deliver.

7. SpiderOS, approvals and automation

The Services are delivered and reported through SpiderOS, and your plan includes a SpiderOS workspace for the term. Your team may use it alongside ours.

SpiderOS can run in copilot mode, where every change is proposed and waits for approval, or autopilot mode, where changes are applied automatically inside guardrails you set, such as profit caps, budget ceilings and protected campaigns. Schedule A records the starting mode and the guardrails. Every change in either mode is logged with its reason and can be reversed.

By choosing autopilot, or by instructing us in writing to apply changes without pre-approval, you authorize those changes to be made in the Accounts on your behalf. You may change the mode or the guardrails at any time by telling us in writing or in the dashboard.

8. Marketplace policies and conduct

Both parties will comply with the policies of each marketplace and advertising platform used under this Agreement. We will not buy, write or incentivize reviews, manipulate rankings or sales velocity with fake or arranged orders, use unauthorized tools or data access, or take any action we reasonably believe breaks a platform policy or the law, and we may decline such instructions without breaching this Agreement.

9. Deliverables and intellectual property

Deliverables become your property, including copyright, once the invoice that covers them has been paid in full. Until then we own them and grant you a license to use them for the Services.

SpiderOS, Silk, our templates, playbooks, methods, know-how, code and the content of ppcspider.com remain our property. Your plan gives you a non-exclusive, non-transferable right to use SpiderOS for your own business while the plan or subscription is active. You will not copy, resell, reverse engineer or build a competing product from it.

You grant us a license to use your name, trademarks, logos, listings, product content and Account data only to deliver the Services. We will not name you as a client, show your results or use your materials in our marketing without your written permission, which you may withdraw at any time.

Stock imagery, fonts and third-party assets used in Deliverables are licensed under their own terms, which we will tell you about when they apply.

10. Confidentiality

Each party will keep the other's non-public information confidential, use it only for this Agreement and share it only with people who need it to do the work and who are bound by equivalent obligations. For you this includes our methods, pricing arrangements and software; for us it includes your costs, margins, suppliers, sales data, customer data and plans.

This obligation does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law, in which case the receiving party will give notice where it lawfully can. It continues for three years after this Agreement ends, and indefinitely for trade secrets.

11. Data protection

We process Account data and any personal information in it only to deliver the Services, under our privacy policy at ppcspider.com/privacy and the data protection requirements of each platform, including Amazon's Data Protection Policy and Acceptable Use Policy for the Selling Partner API and the Amazon Ads API.

We do not sell Account data, combine it with other clients' data for sale, or use it to train models used for other customers. When this Agreement ends, or you revoke access, we stop collecting from that Account and delete the data from our active systems, except where tax, accounting or legal obligations require us to keep records for a defined period.

You remain the owner of the Accounts and their data and may export your SpiderOS workspace at any time while the plan is active.

12. Results

We work to the targets agreed in Schedule A and report against them honestly. Marketplaces are controlled by third parties, so we do not guarantee sales, rank, ACoS, approval, reinstatement, Buy Box, review counts or any platform decision. Estimates, forecasts and sample dashboards are illustrations unless identified as your data.

13. Limitation of liability

To the extent the law allows, each party's total liability to the other under or in connection with this Agreement is limited to the fees paid by you to us for the Service concerned in the three months before the event giving rise to the claim.

Neither party is liable for lost profits, lost sales, lost data, platform suspensions or penalties, or indirect or consequential loss, except where caused by its fraud or wilful misconduct, or for a breach of clause 10 (Confidentiality) or clause 11 (Data protection).

Nothing in this Agreement limits liability that cannot be limited by law.

14. Indemnities

You will defend and cover us against third-party claims arising from your products, your listings, your marketing claims, your intellectual property or your breach of platform policy or law.

We will defend and cover you against third-party claims that SpiderOS or a Deliverable we created, used as intended, infringes a third party's intellectual property rights.

The indemnified party will give prompt notice of a claim, allow the indemnifying party to control the defence, and give reasonable assistance at the indemnifying party's cost.

15. Termination

Either party may cancel a management plan after its initial term with 30 days written notice. Either party may terminate this Agreement immediately by written notice if the other materially breaches it and does not cure the breach within 14 days of notice, or if the other becomes insolvent.

We may also terminate immediately if you instruct us to break platform policy or the law, if access to the Accounts has been revoked and not restored within 14 days, or if fees remain unpaid after written notice.

On termination you pay for Services delivered up to the end date; monthly fees already billed are not refunded. One-time products are refundable in full if work has not started, and otherwise fees are earned for the work done to date. We will hand over Deliverables that have been paid for and work in progress, remove our users from the Accounts, and delete Account data as described in clause 11. Clauses 9 to 14 and 17 survive termination.

16. Non-solicitation

During this Agreement and for 12 months after it ends, neither party will knowingly solicit for employment a person who worked on the Services for the other party, without the other's written consent. General job advertisements not aimed at that person are not solicitation.

17. General

Entire agreement: this Agreement, Schedule A and any statement of work that refers to it are the whole agreement for the Services and replace earlier proposals and discussions. The website terms at ppcspider.com/terms apply to anything this Agreement does not cover; where they conflict, this Agreement prevails.

Changes: changes to this Agreement or Schedule A are valid only in writing signed or confirmed by email by both parties.

Assignment: neither party may assign this Agreement without the other's written consent, except to a successor that acquires substantially all of its business, with notice.

Notices: notices are given by email to the addresses in Schedule A and are effective on the next business day.

Force majeure: neither party is liable for delay caused by events outside its reasonable control, including platform outages, provided it tells the other promptly and does what it reasonably can to continue.

Independent contractors: the parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Severability: if any clause is held unenforceable, the rest of the Agreement continues and the clause is read down to the extent needed.

Counterparts and e-signature: this Agreement may be signed in counterparts and electronically, and each counts as an original.

18. Governing law and disputes

This Agreement is governed by the laws of the Commonwealth of Kentucky and the federal laws of the United States, without regard to conflict of law rules. The parties will try to resolve any dispute by discussion first, including a call between a decision maker on each side within 15 business days of a written request. If that fails, the state and federal courts located in Madison County, Kentucky have exclusive jurisdiction, and each party submits to it.

Schedule A: the engagement

Schedule A is completed for each client before signing and records the specifics that this Agreement refers to. It is the part that changes; the clauses above do not.

1. 01Clientto complete

   Legal name, trading name, registered address and the email address for notices.

2. 02PPC Spider contactto complete

   Strategist name and email; notices to admin@ppcspider.com.

3. 03Effective Dateto complete

   The date both parties have signed.

4. 04Services and plansto complete

   Each service, its plan tier, the Service Page URL, the monthly fee or one-time price, and the start date, one line per service.

5. 05Spend or ASIN bandto complete

   The band each management plan is on, from its Service Page.

6. 06Marketplaces and Accountsto complete

   Which marketplaces are in scope and the Accounts we will be invited to.

7. 07Targetsto complete

   The goals agreed for the first term, such as profit, TACoS, rank or launch milestones, in your own words.

8. 08SpiderOS mode and guardrailsto complete

   Copilot or autopilot per action type, profit caps, budget ceilings and protected campaigns.

9. 09Billingto complete

   Billing date, payment method (card via Stripe or invoice) and billing contact.

10. 10Reporting and meetingsto complete

    Report cadence and the meeting rhythm from the plan.

11. 11Signaturesto complete

    Name, title, signature and date for each party.

Signatures

Questions about this agreement: admin@ppcspider.com. The website terms of service and privacy policy apply alongside it.