For purposes of these Skytop Digital LLC Client Terms and Conditions (“Terms”), “Skytop Digital LLC”, “we” or “our” refers to Skytop Digital Services, and “Client,” “you” or “your” refers to your company. Please read these Terms carefully as they, together with your signed Proposal (hereinafter “Service Agreement”) and any Change Orders, constitute your entire agreement with Skytop Digital LLC (hereinafter the “Agreement”). By engaging Skytop Digital LLC to provide services to you, you agree to be legally bound by these Terms. Skytop Digital LLC reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at http://www.skytopdigitalservices/terms/, unless otherwise specified. Any changes or modifications will be effective immediately upon posting on the website, and your continued use of Skytop Digital LLC’s services after such time will constitute your acceptance of those changes or modifications.

Point of Contact

Skytop Digital LLC will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Skytop Digital LLC to complete its deliverables; ii) attending conference calls or meetings at key intervals with Skytop Digital LLC, and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at Skytop Digital LLC. Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Skytop Digital LLC should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Skytop Digital LLC in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf. As such, Skytop Digital LLC will move forward with work authorized by this point of contact, and the Client shall be responsible for payment for such services.

Deadlines

The client is responsible for meeting time deadline(s) associated with Skytop Digital LLC’s performance of the deliverables, which may include but are not limited to deadlines for providing content and/or approvals. Skytop Digital LLC is not responsible for late deliverables resulting from the Client’s failure to meet time deadlines specified by Skytop Digital LLC. The client also understands that if it makes changes in scope, requests additional deliverables, or requires revisions of work delivered beyond what was outlined in the Service Agreement during the course of a project, this will affect the deadlines initially set at the outset of the project. Skytop Digital LLC will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.

Content

Unless otherwise explicitly stated as a part of the deliverables in the Service Agreement, the Client is responsible for providing all content necessary for Skytop Digital LLC’s performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with Skytop Digital LLC assumes that content will be readily provided to Skytop Digital LLC in a manner specified by Skytop Digital LLC, in an acceptable format(s), and that Skytop Digital LLC will not be required to pull content from another Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf. In situations where Skytop Digital LLC must locate, aggregate, organize or create content on the Client’s behalf, the Client will be charged for such additional time at a rate of $80/hour. Logos, graphics, and/or photographic images should be supplied in an acceptable electronic format, such as a high-resolution jpeg.

If the written copy is not addressed in the Service Agreement and the Client requires Skytop Digital LLC to write copy for inclusion in the deliverables, the cost is $80 per hour. In the case where the Client is responsible for the written content required but has failed to provide it, not allowing to perform the deliverables under this Agreement, Skytop Digital LLC, therefore, must obtain written content from other sources. Skytop Digital LLC disclaims any warranties over the accuracy and reliability of any such information. Client warrants and agrees that it shall be solely responsible for reviewing the accuracy of all written content provided by Skytop Digital LLC in connection with its provision of the deliverables before publication. The client must ensure that the content is factually accurate and not false or misleading.

When the Client is providing content, the Client shall be responsible for obtaining all required licenses, permission and/or approvals for the use of such content. Client warrants and agrees that where it has provided content to Skytop Digital LLC, it has the full legal authority to use such content or has obtained the required licenses, permissions, approvals, and/or warrants that such content is not in violation of any third party’s copyright(s), trade, service marks or other intellectual property rights. Further, the client assumes responsibility for the accuracy, spelling, and truthfulness of all content provided to Skytop Digital LLC. All client-provided content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. The client hereby grants a non-exclusive and non-transferable license to use Skytop Digital LLC to reproduce and modify the Client Content solely in connection with Skytop Digital LLC’s performance of the services and the production of the deliverables.

Where Skytop Digital LLC has agreed to develop a service (e.g., website, mobile app, social media content, email template, etc.), such deliverables may require the purchase or licenses of specific items (e.g., fonts, photographs, audiovisual elements, APIs, plug-ins, or others) from a third party. The cost of the same is NOT included in the pricing set forth in your Service Agreement with Skytop Digital LLC. The client on their own may either purchase or license those items; otherwise, Skytop Digital LLC may purchase or license them on the Client’s behalf. If the Client has not specified that it would like to license these items on its own, Skytop Digital LLC will assume that it should license them and will invoice the Client for the same. Third-party items that Client (or Skytop Digital LLC on behalf of Client) licenses from a third party to be placed on deliverables created by Skytop Digital LLC for Client will not be owned by Client. The client should not use such content in other formats (e.g., print materials or promotional items); otherwise, the use of such content is inconsistent with the third party’s terms of licensing such use. Upon request, Skytop Digital LLC will provide the Client with a listing of third-party content used in the deliverables and the source(s) of such content so that the Client may review the licensing requirements associated with that content.

Scope change

If the Client requests additional work not included in the original scope of the Service Agreement, the Client will be responsible for all extra charges. Scope changes include but are not limited to additional design comps, additional rounds of revision, additional copyrighting and edits, additional video edits, changes to website or web application functionality, the addition of plug-ins, or other technical capabilities.
In the following cases, every change order request will be deemed as a change order request for which payment will be required. If a Change Order form or amendment to the Service Agreement is not completed, or if the Client’s emailed or verbal requests any work not included in the original scope of the Service Agreement.
The pricing for the scope change will be the amount set forth in an email or verbal communication between the Client and Skytop Digital LLC or in a Change Order form. If no amount has been specified, the Client will be billed with a rate of $80/hour.

Third-party providers

The client will be billed for all third party costs, including but not limited to domain name purchases and renewals, ESP (email service provider platforms) such as Mailchimp or ConstantContact, CMS (content management system) licenses such as WordPress or Joomla, social media advertising platforms and telephone and SMS messaging platforms. Some providers charge based on the volume of the number of emails sent, posts, ads placed, calls made or messages sent. The client will be charged for any overages caused by the Client’s exceeding a specified number of emails and messages send, posts, ads, and the like.

Third-Party Cancellation fees

Where Skytop Digital LLC has purchased licenses from third parties on behalf of Client and Client seeks to terminate the arrangement prior to the expiration of the term required for same, Client shall be responsible for all applicable cancellation fees required from those third parties and also shall be accountable for Skytop Digital LLC’s time spent having to process such cancellations at the rate of $80/hour.

Branding Clients

Skytop Digital Services will provide two (2) options and accept two (2) reviews in branding plans. More modifications will incur charges at the rate of $80 /hour.
If the Client has engaged Skytop Digital LLC to assist with business name selection, logo, or slogan creation, please be advised that Skytop Digital LLC does not provide advisory related to intellectual property. Skytop Digital LLC can not provide legal advice to its clients and encourages the Client to retain an attorney to assist in this process. The client is responsible for:
Search trademarks or other databases to ensure the name or mark is not already being used.
Provide information on if it is or is not available to be trademarked.
Advise whether a contemplated name or mark is legally available.

Payment

Unless specified otherwise in the Service Agreement, payments will be due upon receipt of the invoice, and all ongoing monthly program costs will be billed for that month’s services on the first day of the month. Quarterly, monthly or yearly website hosting costs will be billed the month prior to the start of the quarter. Billing for media spending will be on the first of the month in the month prior to when the spending is to occur.

In the case where Client has terminated a Service Agreement involving recurring monthly program costs or a marketing retainer, Client will be billed for the entire month of services if the termination date occurs after the first of the month (e.g., Client gives notice on January 15th of desire to terminate; Client will be billed for January and February due to the 30-day notice period). The client will not be refunded for pre-paid hosting fees if the Client terminates the Service Agreement.

All payments made to Skytop Digital LLC shall be in U.S. Dollars in the form of a company check, cashier’s checks, credit card, or electronic wire transfers. Payments not made within 15 days of the invoice date may be subject to late charges equal to the lesser of i) one and one-half percent (1.5%) per month of the overdue amount; or ii) the maximum amount permitted under applicable law.

If Client fails to timely pay the amounts due during the development or delivery of the deliverables under this paragraph and/or the payment terms set forth in the Services Agreement, Skytop Digital LLC retains the right to stop work and/or suspend services after five (5) days written notice (email communication sufficient) until payment is made. Further, Skytop Digital LLC shall retain full ownership over the deliverables (whether completed or not) until full payment is received. The client shall reimburse Skytop Digital LLC for travel and any related expenses. Skytop Digital LLC will advise the Client if travel expenses are expected to exceed $100.

Indemnity

The Client agrees to indemnify and hold harmless Skytop Digital LLC, its owners, and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs, and expenses (including without limitation attorneys’ fees and costs). These arise or relate to Skytop Digital LLC’s use of materials furnished by the Client (including but not limited to logos, slogans, trademarks, written content, photographs, video, music, and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark copyright, or other intellectual property claims.

Additionally, the Client agrees to indemnify and hold harmless Skytop Digital LLC, its owners, and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs, and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Skytop Digital LLC to develop or implement (e.g., if the Client has an idea for a web application, we develop it. Later, it was determined that the application’s functionality violated another company’s patent. You will indemnify Skytop Digital LLC for any claims instituted by the third party).

Skytop Digital LLC does not take responsibility for determining whether your business ideas, business plans, concepts, or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts, or innovations you have presented to Skytop Digital LLC and asked Skytop Digital LLC to create deliverables are compliant with applicable federal, state and local laws, rules, and regulations.

Limitation of Liability

IN NO EVENT SHALL REBEL BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH REBEL’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REBEL EXCEED ANY COMPENSATION PAID BY YOU TO REBEL FOR ITS PRODUCTS OR SERVICES.

Disclaimer of Warranty

THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND REBEL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Skytop Digital LLC strives to exceed Client expectations; however, since marketing results can be influenced by various external forces outside of Skytop Digital LLC’s control, Skytop Digital LLC cannot guarantee specific results or return on investment. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Service Agreement were custom web application development, Skytop Digital LLC does warrant that any programming code developed by Skytop Digital LLC as part of its deliverables shall be free of ‘bugs’ for 90 days after the go-live date. For purposes of this paragraph, ‘bugs’ are defined as programming errors that make the application unable to function in a manner specified by the Service Agreement and do not include upgrades or enhancements to the functionality, or graphic design changes.

Further, Skytop Digital LLC shall have no responsibility to fix any ‘bugs’ that arise after the go-live date where: i) the Client or Client’s designees have gone into the back-end code and made changes, or ii) a third-party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go-live date. By way of example, if a web application contains a third-party content management system (e.g., Umbraco, Drupal, Joomla, or WordPress) and changes to that system result in the inability of the Skytop Digital LLC to code or interact with the system appropriately. Skytop Digital LLC shall not be responsible for fixing the same. The Client may request additional programming work under a separate contract at the current billing rates regarding the above.

Unless otherwise explicitly noted in the Service Agreement, Skytop Digital LLC does not warrant that any deliverables, including but not limited to websites created for the Client are accessible, Section 508 or ADA-compliant. The development of an accessible website must be expressly agreed to in the Service Agreement.

Governing Law/Venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Pennsylvania and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Allentown, Pennsylvania.

Miscellaneous: If any portion of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement. The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications, or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the preceding, to the extent that Skytop Digital LLC and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.

PPC – Growth Accelerator

General

The client acknowledges the following with respect to SEO services from Skytop Digital LLC:
Skytop Digital LLC has no control over the policies and ranking algorithms of search engines concerning the type of sites and/or content they accept now or in the future. A Client’s website may decline in rankings or become deindexed from any search engine or directory at any time at the sole discretion of the search engine or directory.
Due to the competitiveness of some keywords/phrases, ongoing algorithm changes, and other competitive factors, Skytop Digital LLC does not guarantee specific rankings or page positions in the search engine results for any particular keyword, phrase, or search term.
Search engines have been known to rank pages over time. Therefore we cannot guarantee the rankings and traffic of new websites (or pages) to improve in “x” amount of time.
Engaging in link schemes, link exchanges, or buying links can negatively impact your site’s rankings. Skytop Digital LLC does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation. Skytop Digital LLC neither assumes the liability for ranking, traffic, and indexing issues related to such penalties.
Skytop Digital LLC does not make any warranty project timelines or added expenses if SEO work is destroyed either wholly or in parts. Either knowingly or unknowingly by any party other than Skytop Digital LLC or without the prior consultation of Skytop Digital LLC.
Skytop Digital LLC is not responsible for the Client or any of its affiliates overwriting SEO work. The Client will be charged an additional fee for re-constructing or re-optimizing content/web pages, based on the hourly rate of $80 per hour.

Lead Handling

We monitor calls data to ensure that tracking is working, but the client is responsible for answering the phone, contacting lead form submissions, and winning new business. We only listen to phone calls or review lead forms if it’s required by our client, or we need to review why leads are not being converted over the phone.

Availability

We are available from 9 am to 5 EST for US and Canada.

Communication Options

Our service includes your choice of monthly communication, either a 20 Minute Catch Up Call or
Written Report Analysis + 5 Minute Video Update. If you need additional contact, you may:
● Add On Additional Communication Methods – Additional fee
● Submit a Ticket – free (within reason). If we receive excessive tickets, you will be asked to hold your request for your scheduled call, swap your preferred communication to a monthly call, or order an additional paid call to meet your needs. We want to communicate with you; however, we are committed to focusing on what is best for you. Excessive requests outside of our scheduled communications would take resources away from account management, which is not in your best interest.

Response Times

When you reach out to us, we try to reply to requests within 48 hours during business hours. Please understand that we occasionally experience a high volume of submissions, especially during the first week of each month, which can increase our response time to 72 hours. Please note that response time and resolution time are not the same things. Although we try to resolve requests upon the first response, if your request requires extensive time and/or is outside of the scope of our strategy, this can sometimes take a few days and may be billable.

Call Policy

All calls with Skytop Digital Services must be held at a computer, with reliable internet in an environment free of distractions. If we have any connectivity issues or problems hearing you due to the background noise, or similar, we will kindly ask that we reschedule the call so we can make it as productive and efficient as possible for everyone involved.

All our calls may be recorded, and an access to the call recording will be provided to you. However, we strongly recommend you take detailed notes in case there is an issue with the call recording, which can happen.

Account Management

Account Build/Structure

We use a set of build structures, settings, ad copy, keywords, and extensions depending on the
niche and budget. The selection of these items is at the discretion of Skytop Digital Services and is in your best interest for you.

Location Extensions

You must have a Google My Business (GMB) listing to use location extensions. The location
extensions have become increasingly important because when Google recognizes a Google Ads account related to a GMB account, they will automatically link it. We encourage all clients to get a GMB account. If you do not have one, or if the information is accurate and fully filled in the account, Skytop Digital Services is not responsible for errors in location extensions where the data is pulled from a GMB account.

Budget

We work with minimum budgets based on your industry as our experience tells us what is the minimum budget to be successful in your industry. Account budgets are paced based on a calendar month and not a billing cycle. Daily budgets will fluctuate based on performance, pacing, and Google’s ad delivery frequency. It is common and acceptable that we pace high or low during the course of the month.

We try to adjust budgets and pace to make the total monthly budget last until the last day of the month. Due to fluctuating search volume and Google’s ability to overspend a daily budget, it is not uncommon for us to pause 2-3 days early. Skytop Digital Services will not provide any sort of refund or concessions for running out of budget early.

You have a budget that can afford a specific number of clicks per month. Whether the budget is spent in 25 days or 30 days, we’ve delivered the maximum number of clicks you can afford.
If you submit a budget update, the budget update is assumed to apply to the current calendar month unless otherwise stated in the request. For example, if you increase the budget from $1000 to $2000 on December 15th, we will adjust the budget to spend $2000 in the calendar month of December.

Please be aware, If the budget is increased near the end of the month, we may be unable to meet a new budget based on the search volume available for the remainder of the month. If you decrease your budget mid-month, please take into consideration that we’ve already spent the budget so far this month. If the decrease is substantial, we may not have any budget left to spread out along the remainder of the month, which will result in pausing campaigns.

Account Change Requests

Skytop Digital Services will apply only the strategies and optimizations that are in your best interest. If a change is requested that is not in the account’s best interest, we will not fulfill the request. We appreciate that this may cause frustration, but it is best for your long-term success and happiness.

Unauthorized Changes in Ad Account

We will not tolerate third parties (clients or other agencies) making changes to our ads accounts. If we discover changes made inside a managed account without our prior disclosure, a warning will be issued on the first infraction. The second infraction will be billed a penalty fee equal to one month’s management, and the third infraction will result in the cancellation of the account.

Reporting

We provide you in each management package with automated reports and access to a performance dashboard. The performance dashboard is updated once daily and is updated through the previous day, and reports are generated on the 1st of each month, with information from the previous calendar month.

Landing Pages

Ownership

Included in our service Skytop Digital Services creates and tests landing pages in Unbounce using proven templates. These pages are owned by Skytop Digital Services, not the client. Should you want to purchase the page for other use, you may do so for a fee. Unbounce pages can only be downloaded as Unbounce files, which are not compatible to upload to any other systems. In order to use the page, you will need to have your own Unbounce account.

Third-Party Tracking Implementation

If you wish to have third-party tracking implemented on your landing page, we can implement page view codes for $60 and conversion tracking for $150 per code.

Tracking

Call Tracking

Our approved call tracking provider is CallTrackingMetrics. We do not accept any other providers. All clients get one (1) local phone number forwarded to a landline included in their management fee. US phone numbers will also have calls forwarded to cell phones included.

Additional Charges

Skytop Digital Services incurs in additional costs for toll-free numbers and forwarding to international numbers to mobile phones. Toll-free numbers incur a setup cost typically ranging from $40 to $140 and a monthly fee typically ranging from $20 to $30, depending on the country. You may request a custom quote for actual costs. These additional costs will be applied to your invoices.

Connectivity Issues

Skytop Digital Services will troubleshoot connectivity issues within reason. We cannot troubleshoot third-party software and services (i.e., client answering service causing an issue with connection) and will place you in touch directly with Call Tracking Metrics to troubleshoot in order to provide the quickest resolution.

Unanswered Calls

If you do not answer your phone, that doesn’t mean a caller will automatically leave a message.
No refund is issued for Call Tracking Metrics costs or click costs associated with unanswered calls.

Spam Calls

Anytime call tracking is utilized, there is a chance that spam calls may occur that Skytop Digital Services will not charge you. These calls are not associated with clicks or click fees; as such, no refunds are issued for Spam calls. Spam calls can be reported to Skytop Digital Services, which will then block the number and/or elect to purchase a new tracking number at no additional cost.

Call Tracking Testing

Skytop Digital Services may at any time conduct test calls if we ever feel there may be an issue with call tracking. There won’t be anyone talking on this call.

Billing

Onboarding and One Time Fees

Payment for Onboarding Fees and other one-time fees are due at the time the service is ordered and are non-refundable.

Monthly Management Fee

Monthly management fees are based on the client’s budget and not actually spent. Management fees will not be adjusted based on actual spending, they apply until you have submitted an official request to pause or cancel the service. Due to the nature of optimizations and work associated with our management, a cancellation or pause mid-billing cycle will not result in a refund of any type.

Skytop Digital Service has a 4-day grace period policy for cancellations. If you wish to cancel within this time frame, the invoice will be voided. If service is canceled outside of the three-day grace period, full payment will be expected for that invoice.

Non-payment

We will discontinue our management and consider canceling any account that has any recurring invoices that are outstanding and past due by more than 15 days. When this happens, all access to reporting will be disabled, all landing pages purchased through us will be disabled, and any call-tracking numbers will be disabled until the account becomes current. We reserve the right to turn all delinquent accounts over to a third-party collections agency as well as report the delinquency to all applicable agencies (credit bureaus, better business bureau, etc.).

Account Cancellation and Pausing

All cancellation and pause requests must be submitted via email. Cancelations require 30 days’
notice. Any request pausing an account needs to be submitted 72 hours before the requested date during regular business hours. Any requests submitted after business hours on Friday, over a weekend or holiday, with an effective date that falls on a non-business day, will be processed the following business day. Skytop Digital Service will not be responsible for spending over that period.

Account Cancellation

A cancellation means Skytop Digital Services will pause all campaigns, release all tracking numbers, unpublish all landing pages, and then you will be removed from the reporting dashboard. Please make sure you download any reports you require prior to the cancellation date. Account exports are provided upon request, but accounts will not be released. Landing pages exports can be purchased for a fee, but keep in mind that the export is only compatible when uploading into an Unbounce account.

Account Pause

We allow account pauses to accommodate seasonality, investment re-evaluation, extended vacations, and the like. A pause means Skytop Digital Services will pause all campaigns. All call tracking numbers, landing pages, and the reporting dashboard will be preserved. The monthly pause fee is $80 to cover costs associated with our vendors.

Client Running their Own Account

If you wish to run ads on your own, please submit a cancellation request. A download of the account will be provided upon request, which you can then upload into your own Google Ads account.

Google Policies

Account is Down due to the payment method

Google will stop running ads in your account if there is an issue with the payment method on file. Skytop Digital Services is not responsible for or able to resolve billing issues.

Account Under Review

Google may, at its discretion, place any account “under review”. During this period (typically 1 to 3 business days), ads will not be eligible to run. Unfortunately, Skytop Digital Services is not able to expedite this process. These reviews are typically related to billing verification and are for your safety.

Overspend Policy

One of Google’s Ads policies allows Ads to spend up to 200% of the daily budget each day. In addition to delayed reporting, this policy makes it easy to spend over a set daily budget. Although Skytop Digital Services has tools in place and makes many adjustments during the course of a month to ensure we stay within the monthly budget, Skytop Digital Services is not responsible for overspending up to 20% over the account budget because of this policy.

Multiple Clients/Single Account

Only one website can be advertised per individual Google Ads account. Any accounts with multiple web properties being advertised will be broken up into separate accounts and treated as individual Clients for management, reporting, and billing purposes.

Prohibited Content

Google restricts and/or prohibits advertising of various products and services such as prescription drugs, firearms, counterfeit goods, etc. Google can update this list at any time. We will let you know if we determine that you can no longer advertise due to this policy.

Account or Ads Down Due to Policy Issues

Google may stop running ads in an account due to a policy issue with ads, landing page, website, content, service/product restrictions, etc. Their policies are updated frequently and often without announcement. It is also not uncommon for ads to be disapproved incorrectly, and Skytop Digital Services will work with Google to resolve this. Although highly uncommon, if we are unable to resolve the policy issue, Skytop Digital Service will try our best to find an alternative solution, such as a new service, platform, landing page, etc. In the event another solution is not available, Skytop Digital Services will terminate the client effective immediately.

Remarketing

Unfortunately, not every client will be eligible to participate in Remarketing. Google has clear privacy policies related to some remarketing audiences. Skytop Digital Services is not responsible should your client not be eligible to run remarketing. We only run Google remarketing campaigns if your website has at least 1,000 visits per month. We urge you to become familiar with Google’s policies here: https://support.google.com/adspolicy/answer/143465

Ownership

Client Content

Client Content is written or visual content provided by the Client to Skytop Digital LLC for its performance of the deliverables. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. The Client hereby grants to Skytop Digital LLC a nonexclusive and nontransferable license to use, reproduce, and modify the Client Content solely regarding Skytop Digital LLC’s performance of the services and the production of the deliverables.

Third-Party Materials

The client shall not own any third-party licensed commercial components or materials that are embedded in the deliverables provided to the Client. The owners of these components shall retain ownership of these items in accordance with their Terms and Conditions, licensing agreements, or other applicable agreements. Upon request, Skytop Digital LLC shall provide the Client with a listing of third-party components used in the deliverables and the source(s) of such components.

Designs/Written Copy

Upon completion of the deliverables and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Skytop Digital LLC shall assign to the Client all ownership rights, including any copyrights, in any artwork, designs, or written copy Skytop Digital LLC has created for Client as a part of its deliverables. At the Client’s request and subject to a charge of $80/hour for assembling and preparing the materials for delivery, Skytop Digital LLC can provide a PSD (Photoshop file) or another file format of any design it has created for the Client and/or HTML files. Should the Client require any of the above to be placed on a disc (as opposed to delivered electronically), the Client shall also be responsible for any applicable sales tax.

Websites, web and mobile applications

Upon completion of the deliverables and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due Skytop Digital LLC shall assign to the Client all ownership rights to the front end design of any website, web, or mobile applications; however, Skytop Digital LLC will retain ownership of all custom back-end programming.

The client, however, will be given a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the programming, including, but not limited to, the right to modify, amend, and change the programming and create derivative works. If the Client would like to have their website or web application “packaged” up and electronically delivered, this is an additional charge, and the Client will be billed $80/hour for the same.

Changing Hosts

Should the Client wishes to move its website or web application to another server or host from the original hosting source, the Client will be provided access to port its site over. However, the Client should be advised that sites may not port over to specific servers, and/or the site may lose certain functionalities on certain servers. Skytop Digital LLC is not responsible for the same and will still be responsible for the charge for packaging the website/web application. Should the site require additional programming to port to another server/host, or should Skytop Digital LLC be required to engage in extensive consulting to assist in the migration, Skytop Digital LLC will bill the Client for the same at the rate of $80 per hour. Should the Client require any of the above to be placed on a disc (as opposed to delivered electronically), the Client shall also be responsible for any applicable sales tax.

Website Term and Termination

Unless otherwise specified in the Service Agreement, the Service Agreement between Client and Skytop Digital LLC shall be effective as of the date that Client executes the Service Agreement and shall continue in effect for the duration of the term. Once the term has been completed, the Service Agreement will continue on a month-to-month basis and may be terminated upon thirty (30) days’ notice. If no period is specified in the Service Agreement, the term shall be the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed. A Service Agreement may only be terminated prior to the end of a term as follows:

  • Breach
    Either party may terminate an SOW and/or this Agreement in the event of a material breach by the other party if such breach continues uncured for a period of thirty (30) calendar days after written notice of the breach.
    In its sole discretion, either Party may terminate this Agreement in the event the other party files for bankruptcy or is subject to involuntary bankruptcy.
  • Effect of Termination on Payment
    In the event of the Client’s termination of this Agreement and/or any SOW for claimed breach by Skytop Digital LLC, the Client shall pay Skytop Digital LLC for all previously issued unpaid invoices and out-of-pocket expenses incurred by Skytop Digital LLC as well as for services rendered up to the date of termination (such date being thirty (30) days after receipt of notification of the breach) that may or may not yet have been invoiced.
    If the payment schedule in the Service Agreement is milestone or project-based, rather than hourly or monthly fee-based. In that case, Skytop Digital LLC will determine the number of hours of work performed beyond the last completed (and paid for) milestone or the number of hours expended toward completion of the project beyond what has already been paid for by the Client and will invoice Client at the rate of $150/hour for those hours.
    Skytop Digital LLC shall provide the Client with an invoice within thirty (30) days of the effective date of the termination. The client shall pay the invoice within fourteen (14) days of receipt. Such payment shall not affect Skytop Digital LLC’s right to pursue other potential damages relating to the client’s termination.
    Survival of Provisions. Notwithstanding the foregoing, the portions of this Agreement relating to Taxes, Indemnity, Warranties, Limitation of Liability, Governing Law and Venue, Force Majeure, Waiver, and Counterparts shall survive termination of this Agreement.
    Taxes: The client will pay, reimburse, and/or hold Skytop Digital LLC harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Skytop Digital LLC’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.

 

Social Media – Brand Awareness Plans Terms and Conditions

General

Availability

We are available from 9 am to 5 EST for the US and Canada M- F

Response Times

When you reach out to us, we try to reply to requests within 48 hours during business hours. Please understand that we do occasionally experience a high volume of requests, especially during the first week of each month, which can increase our response time to 72 hours. Please note that response time and resolution time are not the same things. Although we try to resolve requests upon the first response, if you are requesting something requiring extensive time and/or outside of the scope of our strategy, this can sometimes take a few days and maybe billable.

Call Policy

All calls with Skytop Digital Services must be held at a computer with reliable internet and in an environment free of distraction. If we have connectivity issues, problems hearing you due to the background noise, or similar, we will kindly ask that we reschedule the call so we can make it as productive and efficient as possible for everyone involved.

All our calls may be recorded, and access to the call recording will be provided to you. However, we strongly recommend you take detailed notes in case there is an issue with the call recording, which can happen.

Account Management

Access Request

Skytop Digital Services will request admin access to your social media accounts to be able to manage and post content.

Location

It is important to know that Instagram only allows one location per account, whereas Facebook allows more locations under the same account. If you need Skytop Digital Services to post to different accounts, each account will be charged as a new client.

Budget

If we are running Instagram or Facebook (Meta) campaigns, we work with minimum budgets based on your industry as our experience tells us what is the minimum budget to be successful in your industry. Account budgets are paced based on a calendar month and not a billing cycle. Daily budgets will fluctuate based on performance, pacing, and Meta ad delivery frequency. It is common and acceptable that we pace high or low during the course of the month.

We try to adjust budgets and pace to make the entire monthly budget last until the last day of the month. Due to fluctuating search volume and Meta’s ability to overspend a daily budget, it is not uncommon for us to pause 2-3 days early. Skytop Digital Services will not provide any sort of refund or concessions for running out of budget early.

You have a budget that can afford a specific number of clicks per month. Whether the budget is spent in 25 days or 30 days, we’ve delivered the maximum number of clicks you can afford.
If you submit a budget update, the budget update is assumed to apply to the current calendar month unless otherwise stated in the request. For example, if you increase the budget from $1000 to $2000 on December 15th, we will adjust the budget to spend $2000 in the calendar month of December.

Please be aware, If the budget is increased near the end of the month, we may be unable to meet a new budget based on the search volume available for the remainder of the month. If you decrease your budget mid-month, please take into consideration that we’ve already spent the budget so far this month. If the decrease is substantial, we may not have any budget left to spread out along the remainder of the month which will result in pausing campaigns.
Unauthorized Changes in Social Media Accounts
We will not tolerate 3rd parties (clients or other agencies) making changes in our ads accounts if we manage the ads for your social media. If we discover changes made inside a managed account without our prior disclosure, there will be a warning issued on the first infraction. The second infraction will be billed a penalty fee equal to one month’s management, and the third infraction will result in the cancellation of the account.

It is not permitted to add any post in the Instagram feed different than the one we create to avoid breaking the flow of the design and intent of the Instagram Feed. The following are the only exceptions:

  • Reels: this type of video can be uploaded to Instagram or Facebook and will have a special location next to the feeds, but it won’t interfere with the main feed. Just make sure to have the option “Show in Feed” unselected. (See picture attached).
  • Stories on Instagram or Facebook: You can add as many stories as you want, tag products, people, or services, and then add them to your highlights (they will be kept there for people to see them)
  • Facebook, LinkedIn, Google my Business: the dynamic of these social media is different than Instagram, and the post is not connected graphically. We encourage you to post as much as you want on these social media (Please try to follow your brand image and the goals you want for social media)
Reporting

We provide you with a social media performance report. The performance report is sent to you the first week of every month for the prior month.

Billing

Onboarding and One Time Fees

We do not charge onboarding feed for Brand Awareness Accelerator or social media plans. There may be some one-time charges. They will always be requested from you first.

Monthly Management Fee

Monthly management fees are fixed per plan. Management fees apply until you have submitted an official request to pause or cancel management. Due to the nature of optimizations and work associated with future planning, a cancellation or pause mid-billing cycle will not result in a refund of any type.

Skytop Digital Service has a four-day grace period policy for cancellations of first-time invoices. If you cancel within this time frame, the invoice will be voided. If service is canceled outside of the three-day grace period, full payment will be expected for that invoice.

Non-payment

We will discontinue our management and consider canceling any account that has any recurring invoices that are outstanding and past due by more than 15 days. When this happens, all access to reporting will be disabled, and posting will be disabled until the account becomes current. There is a reactivation fee of $50. We reserve the right to turn all delinquent accounts over to a third-party collections agency as well as report the delinquency to all applicable agencies (credit bureaus, better business bureau, etc.).

Account Cancellation

All cancellation and pause requests must be submitted via email. Cancelations require a 30 days notice. A cancellation means Skytop Digital Services will pause all campaigns, and you will be removed from the reporting system. Please make sure you download any reports you require prior to the cancellation date.

Facebook/Instagram (Meta) Policies

Facebook and Instagram Data Policy

Providing our Service requires collecting and using your information. The Data Policy explains how we collect, use, and share information across Meta Products. It also explains the many ways you can control your information, including in the Instagram Privacy and Security Settings. You must agree to the Data Policy to use Instagram.

General Meta Policies

We strictly follow Meta policies. You can find them here. We shall not be responsible for anything out of our control but will try to help you solve any issue if possible.