Shiba & Associates

Terms of Service

Effective Date: March 10, 2026  ·  Last Updated: March 10, 2026

These Terms of Service ("Terms") govern the relationship between Shiba & Associates ("Agency," "we," "us," or "our") and any individual or entity ("Client") that engages our services. By engaging Shiba & Associates, you agree to these Terms.

1. Scope of Services

Shiba & Associates provides digital marketing and advertising management services, including but not limited to:

• Google Ads campaign creation, management, and optimization (Search, Shopping, Performance Max, and Display)
• Paid media strategy and execution
• Campaign performance reporting and analysis
• Sales pipeline analytics and optimization
• SEO, GEO (Generative Engine Optimization), and organic search strategy
• E-commerce growth consulting

The specific services, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work or service agreement executed between the Agency and the Client.

2. Client Responsibilities

To enable us to perform services effectively, Clients agree to:

• Provide timely access to advertising accounts, analytics platforms, and other systems necessary for service delivery.
• Supply accurate and complete information regarding business goals, budgets, products, and target audiences.
• Review and approve campaign strategies, creative assets, and significant changes before implementation, within agreed timeframes.
• Ensure that all advertising content, landing pages, and business practices comply with applicable laws and Google's advertising policies.
• Promptly notify the Agency of any changes to business operations, products, or compliance requirements that may affect campaigns.
• Maintain sufficient advertising budget in linked accounts to enable uninterrupted campaign delivery.

3. Google Ads API Usage

Shiba & Associates accesses Google Ads accounts on behalf of Clients using the Google Ads API. By engaging our services, Clients authorize us to:

• Access their Google Ads account(s) via the Google Ads API to retrieve performance data and manage campaigns.
• Create, modify, pause, and delete campaigns, ad groups, ads, keywords, and budgets within the scope of agreed services.
• Use automated scripts and tooling to perform routine optimization tasks, reporting, and data analysis.

Our API usage complies with Google's Terms of Service for the Google Ads API. We do not use API access for any purpose outside the agreed scope of services, and we do not share API credentials or account access with unauthorized third parties.

Clients are responsible for maintaining their Google Ads accounts in compliance with Google's policies. The Agency is not liable for account suspensions or policy violations arising from the Client's own content, products, or business practices.

4. Fees and Payment

Service fees are as specified in the applicable Statement of Work or service agreement. Unless otherwise agreed:

• Invoices are due within 30 days of issuance.
• Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Agency fees are separate from and in addition to advertising spend billed directly to the Client's Google Ads account.
• The Agency reserves the right to pause services for accounts with outstanding invoices more than 30 days past due.

5. Intellectual Property

Upon full payment of all fees, Clients own the advertising assets (ad copy, creative, keyword lists) created specifically for their campaigns. The Agency retains ownership of proprietary methodologies, tools, templates, scripts, and processes used to deliver services. Neither party may use the other's trademarks or brand assets without prior written consent.

6. Limitation of Liability

Shiba & Associates provides services on a best-efforts basis. We do not guarantee specific advertising results, including but not limited to click-through rates, conversion rates, cost-per-acquisition, or return on ad spend. Advertising performance depends on many factors outside our control, including market conditions, Google's auction dynamics, and website quality.

To the maximum extent permitted by law, the Agency's total liability arising from or related to these Terms or any service engagement shall not exceed the total fees paid by the Client to the Agency in the three (3) months preceding the event giving rise to the claim. The Agency shall not be liable for indirect, incidental, consequential, or punitive damages.

7. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the services ("Confidential Information"), and to use such information only for the purposes of the engagement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed without use of the disclosing party's information; or (d) is required to be disclosed by law.

The Agency will not disclose Client advertising strategy, performance data, account structure, or business information to third parties, including other clients or competitors. This obligation survives termination of the engagement for a period of two (2) years.

8. Termination

Either party may terminate the engagement with 30 days' written notice. Upon termination:

• The Client will be invoiced for all services rendered through the termination date.
• The Agency will promptly return access credentials and any Client-owned assets.
• The Agency will remove its access to Client advertising accounts within 5 business days of the termination date.
• Provisions relating to payment of outstanding fees, confidentiality, intellectual property, and limitation of liability survive termination.

The Agency may terminate immediately for non-payment or material breach of these Terms.

9. Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved by binding arbitration or in the courts located in Illinois, as mutually agreed.

10. Changes to These Terms

We may update these Terms from time to time. We will notify active clients of material changes via email with at least 14 days' notice. Continued engagement following notice of changes constitutes acceptance of the updated Terms.

11. Contact

Questions regarding these Terms should be directed to:

David Shiba
Shiba & Associates
shiba@2.0heads.com
347-766-2034