Service Level Agreement

 

This Service-Level Agreement (this “Agreement” or this “Service-Level Agreement”) is made by and between "Client” and One Firefly ("Supplier")

WHEREAS, customer is willing to continue with the Agreement indefinitely upon Supplier’s acceptance of the terms and conditions of this Agreement, and Supplier confidently accepts the terms and conditions herein;

NOW, THEREFORE, in consideration of the foregoing, and of the terms and conditions and the Service Levels, the Parties hereby agree as follows:

1. Definitions

1. Client = Customer who has commissioned One Firefly for Search Engine Marketing (SEM) service fulfillment under this agreement.
2. We = One Firefly, LLC as the Search Engine Marketing service fulfillment agency under this agreement.
3. SEM = Search Engine Marketing
4. Data Collection Phase = The first 90 days of a campaign. Campaigns will be constructed, to the best of our ability, to generate performance as quickly as possible. Nonetheless, it is normal for the campaign configuration to be put to the test in the first 90 days to gain deep insights on what is working, and what is not. The data gathered during this phase will be used to optimize the campaigns. This is particularly true for Clients who are using paid marketing strategies for the first time - this means there is no historical data to evaluate and thus leverage in the construction of the new campaign. While some performance could be realized during the data collection phase, it should be generally understood that normalized performance would only be expected post data collection phase.
5. Google Ads = Google Ads is Google's advertising system in which advertisers bid on keywords in order for their ads to appear in Google's search results.
6. Campaigns = A set of ad groups (ads, keywords, and bids) that share a budget, location targeting, language, and other settings. Campaigns are often used to organize categories of products or services that you offer.
7. Ad Groups = Campaigns are made up of one or more ad groups. Ad groups are just that: groups of ads that are targeted to separate sets of keyword topics. This helps you group related keywords and write ads around a common theme.
8. Keyphrase Topic (i.e. Home Theaters, Lighting Automation, Residential Security, etc.)
9. Ads = Ad Groups are made up of ads. Ads are constructed with text titles and descriptions (that are keyword relevant) and can include ad extensions. Each ad also includes the landing page you want to take users to after they click.
10. Keyphrase Variants (very tightly related keyphrases that are simply versions of the same thing; i.e. smart home, home control home automation, etc.)

2. Due To Client From One Firefly

2.1 Client Ad Account: One Firefly will create a dedicated sub-account on behalf of the Client under One Firefly’s Google Ads Master Agency account. This account will be shared with the Client with no restrictions to the account access. Ownership of the account can be transferred entirely to the Client if services are terminated and any remaining balance owed is paid.

2.2 Call Tracking: One Firefly Call Tracking services are available for all campaigns as an attribution technique and to better capture leads that come in by phone call.

2.3 Tier 2 Lead Concierge: One Firefly’s Lead Concierge is an add-on service to paid marketing packages as part of a strategy to better engage visitors and ultimately capture leads from campaigns.

2.4 GTM Implementation: Google Tag Manager (GTM) is a tool used to manage scripts and other tracking codes used on the Client’s website. GTM improves attribution techniques used to capture event tracking and visitor behavior associated with Client’s campaigns.

2.5 UTM URLs: As an attribution technique, URL Builders will be used to create custom URLs for ad’s destination landing pages. This helps to better track the performance of campaigns.

2.6 Dedicated Account Manager: All Clients will receive a dedicated One Firefly Account Manager assigned to their account. The assigned Account Manager will serve as the single point of contact for the service, and is responsible for managing all phases of the service, onboarding, campaigns setup, ongoing optimization, and regular communication and reporting of campaign performance to the Client.

2.6.1 Communication: see Section 1: Communication of the Digital Marketing SLA for frequency and team engagement options available to you.

2.6.2 Monthly Recap Report: All Clients will receive a Monthly Recap Report detailing significant optimizations implemented by our SEM Team, notable campaign metrics, and any next steps or recommendations our SEM Team might have.

2.7 Ongoing Performance Optimization: All campaigns will receive ongoing evaluation and analysis to better understand where performance outcomes can be improved.

2.8 Google Analytics: If a Client does not have Google Analytics setup, One Firefly will provide instructions to the client for setting up their Google Analytics account. One Firefly will provide assistance to the Client in setting up their account as needed.

2.9 If a Client does not have a One Firefly website, One Firefly will provide a cloud-based Landing Page solution to be utilized for their Google Ad campaigns. One Firefly will own the landing page and it is only to be used with an active Google Ad strategy managed by One Firefly.

2.11.1 Landing Page Options

Our landing page solution includes the following options and limitations...

1. Included Landing Page
2. Semi-custom Landing Page
3. Custom Landing Page
4. New Content Pages (Brands and Solutions Landing Page

Landing Page Option	Fees	Terms
A.) Included Landing Page	Included	What’s covered? The page is generally accepted as-is with “covered” image modifications (see below). The client can change the header video or image with the following conditions... Geographies: At client request, we will update images that the client desires to match their customer’s region (city landscape vs rural backdrops… Palm trees vs evergreens, etc..). Outdated Technology: At client request, we will update images that contain outdated hardware or software *Does not include "photoshopping" of images. (Images will instead be replaced with different images using current hardware/software represented).
What’s not covered?: Client’s own images (see semi-custom options) Page layout changes (rearrangement of page elements, font styles/weights/sizes, etc.) Swapping images - Unless the device is discontinued, then we do not change images based on any other preferences (device/software model). The landing page is not owned by the client. The page will be unpublished if/when services are discontinued.
B.) Semi-Custom Landing Page	$399	What’s covered? Everything in option (A) - Plus the following... Header Video / Image: The client can change header video or images that are manufacturer-specific from an additional collection available when this landing page option is selected (these additional options will be available soon). The client can still select images or videos from option A. Image/Video Swaps: We will accept client-supplied high-quality project images or videos from the client to integrate into the page. *Up to 10 images/video swaps)
What's not covered?: Page layout changes (rearrangement of page elements, font styles/weights/sizes, etc.) The landing page is not owned by the client. The page will be unpublished if/when services are discontinued.
C.) Custom Landing Page	Scoped And Priced Separately	For Mercury Pro web clients only. See Section 4
D.) New Content Pages - Including... New Brand pages New Aggregate Solutions pages New Dedicated solution pages	N/A	Mercury Pro Clients: All Mercury Pro clients will have the option to buy these pages. Non-Mercury Pro Clients: These landing pages are not owned by the client. The page will be unpublished if/when services are discontinued.

3. Due From Client To One Firefly

3.1 All Clients must have a signed client agency agreement on record to receive SEM services. https://onefirefly.com/us/car

3.2 Previous Google Ads Account Access: If Clients have previously run paid search ads prior to working with One Firefly, One Firefly requires access to the client’s Ad account. This access is necessary to gain valuable insights to better position the new campaign by leveraging historical campaign data with the intent to produce optimal performance outcomes in the new campaign. In some cases, the Client may not have access, or ownership, of the old ad account. In all cases, Clients shall exhaust all attempts, in a timely manner, to gain the necessary access to old ad accounts. One Firefly will provide “best-effort support” in pursuance of this access wherever appropriate. We will still set up an ad account for the Client under the One Firefly Google Ads Master Agency account as referenced in section 2.1

3.3 Google Analytics Access: Google analytics access is required for One Firefly to analyze traffic data, set up conversion goals, and gain insights around the performance of the campaign.

3.4 GTM Access: If a Client has GTM (Google Tag Manager) already setup, One Firefly will require access. GTM will be used as an attribution technique to better track events and visitor behavior related to the campaign.

4. Limitations Of Service:

Services do not include web design or landing page development (aside from our cloud-based landing page options for non-One Firefly websites) as part of the service. These services, if deemed necessary or additive to the campaign, shall be scoped and commissioned separately with appropriate fees.

5. Deliverables Timing

5.1 Campaign Launch Onboarding: The effort to get campaigns launched and live will require moving through two key sprints in a timely manner; the Onboarding Call and Campaign Review.

5.1 - A: Sprint 1 - Onboarding Call: One Week From Sale Date

Once services have been sold and SEM Selections call has been completed, we require a minimum of 5 working days to mobilize resources, assign an Account Manager, setup project management, and coordinate a time for an Onboarding Call. Depending on the availability of the assigned Account Manager, the onboarding call can be scheduled in 6 working days from Sale date, but no later than 10 working days from Sale date.

5.1 - B: Sprint 2 - Campaign Review: Three Weeks From Completed Onboarding Call

Once Onboarding Call is complete, we require a minimum of 15 working days to complete the setup of the campaign, which will include in part keyword analysis, campaign setup, and budget distribution.

This entire process will require a minimum of 20 working days, and can take as long as 30 working days. The time it takes to launch your campaign will depend on the actual length of each sprint, ultimately. If either party fails to meet their commitment to attend scheduled calls or perform requested tasks throughout these sprints, this can introduce delays to the campaign launch date.

5.2 Campaign Launch Date: As stated, with a minimum of a 20 working days launch period from the point of sale, the actual launch date of the campaign will be determined by how quickly both parties move through the launch sprints (which is inclusive of onboarding and campaign setup). A typical timeline will be 20-30 working days, meaning the campaign launch could land anywhere within the following month of the sale.

Scenario Examples…

5.2.1: Scenario 1:

• Sale Jan 1
• Campaign setup completed Feb 1st
• Campaign Launch Feb 1st

In these scenarios, Onboarding and Campaign Setup have been completed in a single month, and the campaign will go live on the 1st of the following month. It is unlikely that the campaign’s launch month will land cleanly on the first day of the following month, unless services are sold on the 1st of the month and all launch activities are completed in that same month. Scenarios 2 and 3 below will be much more common.

• Payment: One Firefly collects admin fees on Jan 1
• Payment: Google Collects ad spend throughout month of Feb (multiple times)
• Payment: One Firefly collects admin fee on Feb 1st

5.2.2: Scenario 2:

• Sale Jan 1
• Campaign setup completed Feb 15th
• Campaign Launch Feb 15th

In these scenarios, if the campaign goes live in the middle of the launch month, the budget will be configured to be used over the balance of that month. In subsequent months, the budget will always be configured to be spent across the entire month.

• Payment: One Firefly collects admin fees on Jan 1
• Payment: Google Collects ad spend throughout month of Feb (multiple times)
• Payment: One Firefly collects admin fee on Feb 1st

5.2.3 : Scenario 3: (Setup period delayed - Push Launch Date)

• Sale Jan 1
• Campaign setup completed Feb 18th
• Campaign Launch March 1st

As a standard, if the campaign launch is completed inside the final 14 calendar days of that current month, the campaign live date will be scheduled to start in the subsequent month. Client can elect to launch campaigns within the 14 day window. In this scenario, Client will push date to next month.

• Payment: One Firefly collects admin fees on Jan 1
• Payment: Google Collects ad spend throughout month of March (multiple times)
• Payment: One Firefly collects admin fee on March 1st 

6. Approval And Acceptance Process 

6.1 One Firefly will use the captured information from the sale and onboarding call as guidelines for setting up the campaign. The precise number of campaigns, ad groups, ads, and distribution of budget will vary and depend on key factors that influence how those campaigns are structured; competitiveness of the topic, cost per click/keyword, bidding, etc.

6.2 Campaign Launch Ads: Client will have the option to approve the campaign’s ad copy prior to launching.

6.3 The Client will have 5 days to approve the ad or provide feedback or the ad is considered approved and will be launched live.

7. Fees, Billing, And Payment

7.1 Pricing (Set Up Fee):

Commitment Level	Setup Fee
Less than 6 months	$2,500
6 Months - 11 Months	$2,500 $1,250*
12 Months +	$2,500 $0**

7.2 Pricing (Monthly):

Please reference the table below for retail pricing. In some cases additional discounts may be offered at the discretion of One Firefly. 

Pricing (Monthly) - Retail: (with Tier 4 Account Management)
Package	Ruby	Sapphire	Emerald (Recommended)	Diamond
One Firefly Monthly Management Fee (Tier 4)	$1,390	1,390	$1,390	$1,390
Ad Spend (Paid to Google/MSN)	$1,500	$2,000	$3,000	$4,000
One Firefly Ad Spend Fee (% of Total Ad Spend)	$225	$300	$450	$600
Monthly Total (One Firefly)	$1,615	$1,690	$1,840	$1,990
Monthly Total (Google/MSN)	$1,500	$2,000	$3,000	$4,000
Grand Total	$3,115	$3,690	$4,840	$5,990

Pricing (Monthly) - Retail: (with Tier 5 Account Management)
Package	Ruby	Sapphire	Emerald (Recommended)	Diamond
One Firefly Monthly Management Fee (Tier 5)	$1,690	$1,690	$1,690	$1,690
Ad Spend (Paid to Google/MSN)	$1,500	$2,000	$3,000	$4,000
One Firefly Ad Spend Fee (% of Total Ad Spend)	$225	$300	$450	$600
Monthly Total (One Firefly)	$1,915	$1,990	$2,140	$2,290
Monthly Total (Google/MSN)	$1,500	$2,000	$3,000	$4,000
Grand Total	$3,415	$3,990	$5,140	$6,290

7.3 Commitment Level Agreement:

*Any monthly commitment 6 months (or greater) is entitled to 50% off the retail cost of the setup fee.

**Any monthly commitment 12 months (or greater) is entitled to 100% of the setup fee being waived.

***Any client utilizing One Firefly Budget Recommendation process will be required to pay setup fee regardless of commitment level.

7.4 One Firefly Billing

All One Firefly fees, setup, monthly management fee, and percent of ad spend will be billed to the Client from One Firefly.

7.5 One Firefly Billing Cycle

7.5.1 First Month Billing

Setup fee, if applicable; reference section (see above).

One Firefly Management fees (see above) for the month one due at project commencement.

7.5.2 Monthly Billing

One Firefly Management Fees will be collected on the first of the month.

7.6 Google Payments:

Ad Budget spent will be due to Google directly by the Client. Client’s payment information will be added to the Client’s ad account and payments will be automatically debited against the Client’s billing information by Google throughout the month.

7.6.1 Automatic Payments: Client’s are automatically charged by Google after an ad runs, either 30 days after your last automatic charge or when a preset amount is reached (known as your threshold), whichever comes first.

• Client's will be charged by Google based on payment thresholds within the campaign. These amounts are almost always smaller than the total budget; a typical starting threshold would be *$50, for instance.
• Once the starting threshold has been reached, Google bills Client immediately and resets the billing cycle. Now, the threshold is bumped up to *$200.
• Next, if Client reaches the $200 threshold within 30 days, Google bills the Client, resets the cycle, and raises the threshold to *$350.
• And so on.

Because billing is triggered by thresholds, it typically results in the Client being billed more than once in the same calendar month. 

*These are only example threshold amounts. The exact threshold amounts can be found on the Google Ads Account billing summary page.

For Google’s most up-to-date billing and payment process, visit the Google Ads resource here: https://support.google.com/google-ads/answer/6311?hl=en

8. Communication

8.1 Once campaigns are outside of the Data Collection Phase, client will continue to receive regular campaign performance review meetings and an appropriate amount of general, consultative communication from their Account Manager. If client purchases a Digital Marketing Package along with SEM, they will be placed in Tier 5 Account Management. If client only purchases SEM, they will be placed in Tier 4 Account Management. 

Tier	Retail Price	Description
Tier 4 Account Management	$1,390	Qt 1 60 min video meeting every month. Member of social, writing or SEM team can join meetings every month (if warranted). Includes social editorial calendar if purchased Digital Marketing Package
Tier 5 Account Management	$1,690	Qty 1 60 min video meeting every month, Qty 1 30 min video/phone check in. Member of social, writing and SEM team can join meeting every month (if warranted) Includes social editorial calendar if purchased Digital Marketing Package

9. Cancellation

9.1 The Client may cancel services at any point with a 30-day written notice.

• If Client requests to cancel services with less than a 30-day notice, One Firefly management fees are still due.
• The Client should submit in writing whether they would like their Google Ad spend to run for that month, knowing the management fee is still due to One Firefly.

9.2 Terminating services prior to reaching the agreed to service commitment level (reference section 7.3) will result in any previously waived setup fees becoming immediately due.

9.2 Terminating services prior to reaching the agreed to service commitment level (reference section 7.3) will result in any previously waived setup fees becoming immediately due.

Data Privacy & Data Collection

Both One Firefly and the Client have unique obligations under data privacy laws and regulations such as the General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act (“CCPA”). It is important to define the roles of both parties to protect One Firefly, the Client, and the consumers whose data is being collected.

1. Data Privacy. Where One Firefly’s scope of work includes the use of Client data or information, or consumer information assembled or processed by Client (collectively, “Data”), Client acknowledges and understands that One Firefly’s scope of work does not include ensuring compliance with U.S. federal or international data privacy regulations. The Client will be responsible for providing any and all specifications concerning use of any Data provided to One Firefly, including consistently updating and utilizing any Data Privacy Form provided by One Firefly to Client or a similar document mutually agreed upon by both parties. The Client must also indemnify and hold One Firefly harmless from the Client’s negligence or other failure to comply with applicable privacy or data security laws and regulations, rules, or industry codes and guidelines, including the CCPA or GDPR.

b. Website Data Collection. Where One Firefly’s scope of work includes the design and development and/or maintenance of Client’s website or app, Client acknowledges that Client is solely responsible for compliance with data privacy regulations and laws regarding any Data collected or stored by the website and/or app including, without limitation, the provision of website contracts such as privacy policies and cookie disclaimer, obtaining legal counsel to conduct a legal review of the website or app, and/or adapting additional security and access measures regarding such Data. The Client agrees that One Firefly will not have any responsibility or liability with respect to the Data collected by the website or app, including, without limitation, the management, transfer, protection, or maintenance of the Data.

 Artificial Intelligence

Artificial Intelligence is a new frontier, and One Firefly wants to work with Client to utilize new and innovative technologies. It is important to define the roles and responsibilities of the parties regarding the use of such technology.

1. Ownership. Client understands and agrees that, if Artificial Intelligence technologies (collectively, “AI”) are utilized in the creation of Deliverables, neither One Firefly nor Client will have any ownership rights in the portion of Deliverables that has been generated by AI. Such portions will be treated by One Firefly as though they are public domain works as defined by U.S. Copyright Law.
2. Obligations.

• Client agrees that they can expect AI to likely be utilized in some way for any campaign or deliverable executed by One Firefly. Should Client prefer their campaign to be free of any AI input, they should request this in writing. One Firefly would then have the sole discretion to agree to this request or not.
• Client agrees that if it has utilized AI in the production of any Client materials, it will inform One Firefly in writing which portions or elements of the Client materials have been generated by AI, and it assumes all liability for such materials. Input examples can include logos, copy or other graphic files provided to One Firefly by Client.
• Client warrants that any materials provided by Client to One Firefly whereby One Firefly might utilize AI with such materials, shall be exclusively owned by Client or licensed for such explicit purposes, and input of such materials into the AI shall not infringe upon the rights of any third party, including those of privacy, intellectual property, or confidentiality.

1. Release. Client releases One Firefly from all liability whatsoever with regards to the use of AI in performance of the services, including, without limitation, the materials inputted into the AI and materials outputted from the AI, whether or not such materials are incorporated into the Deliverables.
2. Indemnification. Client indemnifies and holds harmless the One Firefly from any and all third-party claims arising out of (i) a breach of any warranties or obligations made herein and (ii) the use of AI in performance of this Agreement including, without limitation, claims arising from the materials inputted into the AI and materials outputted by the AI. One Firefly’s indemnification obligations concerning Deliverables shall not extend to any portions of materials generated by AI.

 Disclaimer of Responsibility

Please note that while implementing DMARC, SPF, and DKIM significantly reduces the risk of your domain being used for spam or phishing, we cannot assume responsibility for instances where your domain may still be considered spam by some recipients or services. Email deliverability can be influenced by a wide range of factors beyond DMARC implementation, including sender reputation and recipient server policies. It is the domain owner's responsibility to maintain and monitor their email authentication practices to ensure the highest level of email integrity and deliverability.