MEDIA PRODUCT TERMS
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “MEDIA PRODUCT TERMS”) PERTAINING TO CONCEPTUAL MINDS, INC.’S (“CONCEPTUAL MINDS” OR “WE”) SEARCH MARKETING, TARGETED DISPLAY AND SOCIAL ADS PRODUCTS (COLLECTIVELY REFERRED TO SOMETIMES AS THE “MEDIA PRODUCTS”).
PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES THESE PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE MARKETING SERVICES TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE MEDIA PRODUCT TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THE MEDIA PRODUCT TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE MEDIA PRODUCT TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES THESE PRODUCTS.
- Advertising Placement and Location.
- Placement. Conceptual Minds will determine when possible, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any campaign. You acknowledge that Conceptual Minds does not operate or control the Publishers. You further acknowledge that at any time during a campaign, the Publisher mix may change and that Conceptual Minds makes no guarantees about when or where the Ads will be displayed by the Publishers or by Conceptual Minds.
- Ad Targeting. Conceptual Minds will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the campaign initiation process, but Conceptual Minds does not guarantee that your Ads will only be displayed in the target locales. If and to the extent you provide physical addresses or other geographic data, personally identifiable information (for use in direct targeting or building targeting profiles) or other information for the purposes of delivering targeted Ads, including information to target Ads by demographics, personal attributes, location, interests or any combination of the foregoing (collectively, “Targeting Information”), you represent and warrant you have full authority, in compliance with all applicable laws, to deliver such Targeting Information to Conceptual Minds, and you will indemnify and hold harmless Conceptual Minds and its licensors from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorneys’ fees and expenses) arising from or related to the Targeting Information, including any use of the Targeting Information in delivering your Ads and the sharing of such Targeting Information, including personally identifiable information (for use in direct targeting or building targeting profiles), as applicable, with the Publishers in order to deliver the Ads.
- Conceptual Minds Properties and Third-Party Directories. Conceptual Minds may create and post online, in the Conceptual Minds Properties or the directories of third parties, profile page(s) for you, which may include the following information: your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and Your business (the “Local Profile”). You acknowledge that because of the nature of the Internet, your Local Profile may remain in the Conceptual Minds Properties even after Conceptual Minds is no longer providing Marketing Services to you. Such Local Profiles may also include Tracking Services.
- Facebook Integration. The Social Ads media product seeks to bring you targeted local customers via ads delivered on Facebook. In order to enable Conceptual Minds to deliver this service, you must provide Conceptual Minds access to your Facebook account and authorize Conceptual Minds to act as your administrator solely in connection with promotion of your ads on Facebook. While Conceptual Minds will use your Facebook account in connection with this service, you will continue to be bound by Facebook’s relevant terms and conditions, including without limitation its relevant ad policies at https://www.facebook.com/policies/ads, which, among other things, reserve Facebook’s right to reject or remove ads in Facebook’s sole discretion. All content that will be posted on Facebook as part of this service will comply with Conceptual Minds’ content guidelines, and you hereby approve Conceptual Minds to disseminate such content, unless otherwise directed by you in writing. Conceptual Minds cannot control and is not responsible for the policies of any third-party Publisher, such as Facebook, or for any alteration, enforcement or interpretation thereof.
- Google Shopping Ads. Google Shopping ads (“Shopping Ads”) allows you to promote your products across Google properties. Use of Shopping Ads is subject to the Google Merchant Center Terms of Service as available from time to time at https://support.google.com/merchants (the “Google Merchant Center Terms”), including, without limitation, with respect to disclosure of third-party content, the license of trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers to Google in connection with the Merchant Center and Google’s Merchant Center Guidelines. You further agree to receive emails, calls and other communications from Google in connection with Shopping Ads and authorize and agree that Conceptual Minds shall, and you will assist as reasonably necessary and requested, among other things in connection with the Shopping Ads: (i) extract product information from your website using certain software tools and systems, (ii) optimize and alter in certain respects such product information prior to submitting it to Google in order to serve the Shopping Ads, (iii) create and/or manage a Google Merchant Center account and Shopping Ads campaign on your behalf, and (iv) optimize the Shopping Ads campaign. To run Shopping Ads, you must also install and use Google Analytics or Google’s conversion tracking tag to report on revenue generated by the Shopping Ads campaign and share such information with Conceptual Minds and Google.
- Campaign Logistics.
- Duration. Upon receipt of your signed Agreement, Conceptual Minds and/or its partners will initiate the process of setting up your campaign. The duration of the campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as provided in the Marketing Services Terms. The “Actual Start Date” refers to the actual commencement date of a campaign. You acknowledge that Conceptual Minds may take up to ten (10) business days or longer to review and prepare the campaign (or longer, if Conceptual Minds has been asked to provide creative services or if Conceptual Minds experiences technical difficulties with your campaign) and may require further input from you before distributing your campaign to the Publishers. The Publishers may then take additional time to initiate the campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Agreement. The “Actual End Date” of a campaign will be the day when 98% or more of the Campaign Budget (as defined below) for the last Campaign Cycle has been exhausted. You acknowledge that it may take more or less time to exhaust the Campaign Budget due to, among other things, the scheduling and inventory constraints of the Publishers.
- Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Media Products, each “Campaign Cycle” is the period of time from Conceptual Minds’ commencement of applying the Campaign Budget until such time as no less than 98% of the Campaign Budget has been utilized. While, on average, this is approximately a 30-day period, Conceptual Minds makes no guarantees with respect to the time it takes to utilize the Campaign Budget. You acknowledge that all statistics provided by Conceptual Minds evidencing such utilization shall be conclusive and binding for all purposes of the Agreement.
- Description of Fees: You agree to pay the following, in the amounts set forth on the Order Form:
- Campaign Budget refers to the recurring amounts payable to Conceptual Minds for the Media Products for each Campaign Cycle. Your Campaign Budget is used to, among other things, purchase clicks, impressions, listings and/or other media, license our platform, manage and optimize your campaign, track and record your phone calls, track and report the performance of your campaign, and provide customer service.
- Cycle Payment refers to the aggregate recurring fees for each Campaign Cycle, as specified in the Order Form, such as the Campaign Budget and any Service Fees.
- Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, proxy creation, phone tracking set-up, creative services and other similar set-up requirements. With respect to Search Marketing, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.
- Timing of Payment. Prior to the initial Campaign Cycle, you shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. You shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, Conceptual Minds may charge the Client Card or cause payment to be made through ACH for the upcoming Campaign Cycle when 75% of the Campaign Budget for the current Campaign Cycle has been exhausted. You understand and acknowledge that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of your contractual obligations, your campaign may be paused or terminated if timely payment is not made.
- Description of Fees: You agree to pay the following, in the amounts set forth on the Order Form:
- Advertising Content/Keywords.
- Ad Content. You will deliver all content required for any Ad to Conceptual Minds. If such content does not conform to Conceptual Minds’ or any Publisher’s specifications, then Conceptual Minds or the Publisher may, in its sole discretion, reject such Ad or modify it to meet Publisher or other technical requirements or to address campaign performance issues. If an Ad is rejected, Conceptual Minds will ask you to provide another Ad. If Conceptual Minds is unable to procure an Ad that satisfies the necessary requirement, Conceptual Minds will then refund to you any applicable amounts paid in advance. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been delivered to Conceptual Minds. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Conceptual Minds or by any Publisher.
- Keywords. With respect to Search Marketing, Conceptual Minds shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the campaign. You may also request the use of certain Keywords. While Conceptual Minds will use reasonable efforts to use these Keywords, Conceptual Minds makes no guarantees that all such Keywords will be used. To the extent that Conceptual Minds uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to you. To the extent that you elect to use Keywords that include the names of your competitors or trademarked terms (“Competitor Keywords”), you do so at your own risk and acknowledge and agree that you bear all liability associated with such action. Without limiting the foregoing, you further acknowledge that Conceptual Minds may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. In addition, if you or your business is regulated by any professional, governmental or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify Conceptual Minds and ensure compliance.
- Optimized Mobile Landing Page. In order to optimize your media campaign, Conceptual Minds may provide you, for no additional charge, with an optimized mobile landing page (the “Mobile Landing Page”), which will be displayed if a consumer, using a mobile cell phone or smart phone (not a tablet), visits your site as the result of the campaign. If applicable, the Mobile Landing Page will be drawn from your native web site, including, without limitation, trademarks and service marks on your site (the “Web Content”), as determined by Conceptual Minds in its sole discretion, and will be hosted by a third party selected by Conceptual Minds in its sole discretion. The Mobile Landing Page will not include any secure pages. In order to effectuate the foregoing, you grant Conceptual Minds a non-exclusive, royalty-free, sublicensable, worldwide license to use, reproduce, publish, display, distribute, extract and modify the Advertiser Content solely in connection with the performance of its obligations pursuant to this Agreement. YOU RETAIN EXCLUSIVE OWNERSHIP AND ALL RIGHT, TITLE AND INTEREST IN AND TO ALL THE WEB CONTENT. The format and look and feel of the Mobile Landing Page shall be owned Conceptual Minds or its third-party providers. You will not (i) decompile, reverse engineer or reverse assemble any portion of the Mobile Landing Page or attempt to discover any source code or underlying ideas or algorithms of the Mobile Landing Page; (ii) sell, assign, sublicense, rent, lease, loan, distribute or otherwise transfer all of any portion of the Mobile Landing Page; (iii) make, have made, reproduce or copy the Mobile Landing Page; or (iv) cause or authorize any other party to do any of the foregoing.