Terms and Conditions
1. Online Advertising and Marketing
By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.
Lead Whales provides search engine marketing, optimization, and associated services on a local, national, and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Facebook, Instagram, Google, Yahoo, YouTube, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, and other sites. The terms and conditions of these providers all apply. Lead Whales will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
2. Advertising Material
Lead Whales has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above and you authorize Lead Whales to develop content based on information or material provided by you or your designees and collected by Lead Whales including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Lead Whales are truthful, not misleading and that you have the authority to represent this product and service information to Lead Whales. Additionally, if so contracted, you authorize Lead Whales to contact your customers for the purpose of introducing customers to your brand, loan officers, realtors, gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Lead Whales ) to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted. Domains purchased on your behalf will be released to you within thirty (30) days after service has been terminated.
3. Fees
You agree to pay Lead Whales monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent Lead Whales Contract. Lead Whales may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the end of each calendar month.
All credit card payments require a 3% processing fee. If an account becomes past due, all campaign activities will be paused until payment is made and the account is current. .
Lead Whales has the right to charge incremental media markup fees on any media accounts for up to 25% to cover the additional cost of placing media.
4. Payment
The Client agrees to pay Lead Whales compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the contract as applicable. Payments shall be made on the final day of each month for services rendered by the Company in that month. New contracts that initiate service on any day other than the 1st of the month, will be billed a prorated fee for the remaining days in that month. Invoices are delivered on or about the 15th of each month. Payment by check or credit card is due by the last day of that month (Net 15). Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.
5. Term
The Lead Whales Contract specifies the initial term for which program rates will be guaranteed, and will be for no less than six (6) months for custom programs. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.
6. Representations and Warranties; License and Grant of Rights
You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.
7. Indemnification
Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trademark, patent, invention, or any other nondisclosure rights of any third party. You indemnify and hold harmless Lead Whales against all costs (including attorney fees), damages, and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, the proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Lead Whales resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.
8. No Guarantees
You acknowledge and agree that Lead Whales makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. Lead Whales does not warrant the number of calls, clicks, impressions, or website visits or that paid search advertising will appear in response to any particular query. Lead Whales does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
9. Disclaimer of Warranties
To the maximum extent permitted by applicable law,Lead Whales and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, about Lead Whales services.
10. Limitation of Liability and Applicable Law
The maximum aggregate liability Lead Whales may have to you will be limited to the total amount of fees collected from you. Lead Whales will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by Lead Whales. Any claims against this agreement must be made within 6 months from the date of the subject of the claim.
11. Force Majeure
Neither you nor Lead Whales will be in breach of its obligations under these Terms and Conditions of Service (other than the obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.
12. Assignment
Lead Whales may assign, delegate, or subcontract any rights or obligations under these Terms and Conditions of Service.
13. Miscellaneous
These Terms and Conditions of Service represent the parties’ entire agreement with regard to Lead Whales’ provision of services. Agreement with these terms and conditions is upon signature of Lead Whales’s Contract, and it will be binding upon you and your successors.
14. Authority
The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
15. Effective Upon Execution
Terms and Conditions are binding on both parties on the date the Statement of Work is signed and/or payment is made.