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Incentivized traffic is not permitted. Trade name bidding is not permitted.
Mobile Focused Media dba Intelsio Terms & Conditions
This AGREEMENT (the “Agreement”) is made by and between Mobile Focused Media dba Intelsio, a corporation (known as ADVERTISER), with offices at 1218 E De La Guerra St, Santa Barbara, CA 93103, and Affiliate (known as AFFILIATE), as indicated in the insertion order above.
These Terms & Conditions are provided at the time of Insertion Order. WHEREAS, ADVERTISER wishes to engage AFFILIATE to perform the sales and marketing services via Insertion Order, and AFFILIATE agrees to such engagement under the stated terms and subject to the conditions herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions, the parties, intending to be legally bound, agree as follows:
These terms and conditions (“Standard Terms”) shall be incorporated by reference into any Insertion Order submitted by ADVERTISER or its agency, and shall govern the Insertion Order, superseding all terms therein except those relating to advertisement scheduling and pricing. All orders must be submitted with an Advertiser Insertion Order Form, signed off by ADVERTISER, and are subject to acceptance by ADVERTISER. The Standard Terms and Insertion Order shall be collectively known as the “Agreement.” ADVERTISER and its agency (if applicable) shall be jointly and severally responsible under this Agreement.
1. Term of Agreement
The term of this Agreement begins and ends as specified in the Flight Dates in the Insertion Order, or a later date if agreed upon in writing by both parties.
2. Terms of Payment
AFFILIATE will invoice ADVERTISER per the Insertion Order and based on ADVERTISER’s reporting and tracking system. Payment is due to AFFILIATE 30 days from the end of the calendar month in which a transaction occurs, unless otherwise stated in the Insertion Order. All payments are in US dollars and exclusive of applicable taxes.
2.1 Rejected Leads/Fraudulent Activity
If returns are allowed, ADVERTISER must report any rejected leads (e.g., fraudulent, invalid, incomplete, duplicative, or unapproved source) within 5 business days after the month the leads were generated, including reasons and supporting data. Leads not disputed within this timeframe with proper support are deemed valid, payable, and non-disputable.
2.2 Shortfalls
If there is a shortfall in leads by the stop date, AFFILIATE may provide a remedy in the form of a billing credit or make-good.
3. ADVERTISER's Advertisement Representations; Indemnification
ADVERTISER represents it holds all necessary rights for AFFILIATE to use the advertisement. Use or display of the advertisement must not (a) violate criminal laws, (b) contain unlawful or objectionable content, or (c) use AFFILIATE’s trademarks without consent. ADVERTISER agrees to indemnify AFFILIATE and its partners from claims related to these breaches or third-party usage of the ad materials.
AFFILIATE also agrees to indemnify ADVERTISER and its affiliates for breaches, fraudulent conduct, or IP claims tied to materials supplied by ADVERTISER or AFFILIATE.
4. Right to Reject Advertisement; Positioning
Both parties reserve the right to reject or cancel any ad content, Insertion Order, URL, space reservation, or positioning at any time, for any reason, including potential legal liability.
5. Regulatory Compliance
Each party agrees to comply with all applicable laws while fulfilling its duties. AFFILIATE warrants that data it provides complies with the Telephone Consumer Protection Act, CAN-SPAM Act, Telemarketing Sales Rule, Delaware Consumer Privacy Act, and similar laws. ADVERTISER may request AFFILIATE to submit any messaging or ads in advance for approval.
5.1 Telemarketing & Warm Transfer
Data for telemarketing or warm-transfer must come from individuals who (i) made a qualifying inquiry, (ii) consented to data sharing, (iii) aren’t on AFFILIATE’s DNC list, and (iv) haven’t withdrawn consent. ADVERTISER agrees to maintain and share an updated DNC list upon request.
5.2 Email
If AFFILIATE uses email, all messages must comply with the CAN-SPAM Act and be sent only to users who have consented and not opted out. AFFILIATE must not run email campaigns without downloading suppression files from Optizmo.
5.3 Natural Search
AFFILIATE is prohibited from link farming, page cloaking, or deceptive SEO practices. Titles and descriptions must be accurate and non-deceptive.
5.4 Paid Search
AFFILIATE may not bid on protected or branded keywords or use paid search to link directly to ADVERTISER’s site without a landing page. Keyword lists may change at any time via email.
6. Confidentiality
Neither party shall disclose the other’s Confidential Information, defined as proprietary info providing economic value and protected through reasonable efforts. This includes but isn’t limited to: customer lists, ad content, and Insertion Order terms. Exceptions include publicly known info, independently developed info, or info disclosed by legal requirement. Upon request, Confidential Information must be returned.
7. Termination; Effect of Termination
Either party may terminate the Agreement immediately in the event of a material breach or to comply with regulations. ADVERTISER remains liable for payment due for ads delivered by AFFILIATE prior to termination.
8. No Warranty
AFFILIATE disclaims all express or implied warranties, including merchantability or fitness for a particular purpose. ADVERTISER also disclaims warranties regarding its service’s performance or availability.
9. Limitations of Liability
ADVERTISER’s total liability for any claim is limited to the amount paid to AFFILIATE for the related Insertion Order. AFFILIATE is not liable for failures or delays due to governmental actions, natural disasters, or other force majeure events.
