1. Online Advertising and Marketing Services
BrightWire Media offers a variety of services to help improve a website’s online visibility. 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.
BrightWire Media 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: Google, Yahoo, 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, Craig’s List, Kijiji, local online newspapers, Facebook, YouTube and other sites. The terms and conditions of these providers all apply. BrightWire Media 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
BrightWire Media 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 BrightWire Media to develop content based on information or material provided by you or your designees and populated in the BrightWire Media Business Profile, 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 BrightWire Media is truthful, not misleading, and that you have the authority to represent this product and service information to BrightWire Media. Additionally, if so contracted, you authorize BrightWire Media to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Finally, you authorize BrightWire Media 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. Domains purchased on your behalf will be released to you two months after service has been cancelled.
You agree to pay BrightWire Media 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 BrightWire Media Statement of Work. BrightWire Media may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time. Late Fees of 3% per month accrue to late payments.
The Client agrees to pay the BrightWire Media compensation for the Services agreed upon between the Client and the Company as set out in this Agreement or a Statement of Work, as applicable. Payments shall be made on the 15th of each month, collected via credit card charge for Services to be rendered by the Company in that month. For any new Statement of Work that initiates service on any day other than the 15th of the month, a prorated fee for the remaining days in that month will be charged prior to the initiation of Services. Payment by check will be one month in advance, net due in ten (10) days from invoice date. Marketing and advertising programs will be paused and late fees applied if payment has not been made by payment due date; re-initiation fees may apply.
The BrightWire Media Statement of Work specifies the initial term for which program rates will be guaranteed, and will be for no less than three (3) 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.
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, trade mark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless BrightWire Media and Lunarpages Internet Solutions 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, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to BrightWire Media and/or Lunarpages Internet Solutions 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 BrightWire Media 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. BrightWire Media 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. BrightWire Media 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, BrightWire Media 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, with regard to BrightWire Media services.
10. Limitation of Liability and Applicable Law
The maximum aggregate liability BrightWire Media may have to you will be limited to the total amount of fees collected from you. BrightWire Media will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by BrightWire Media. This agreement shall be governed and construed by the laws of the State of California. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: BrightWire Media, 249 South Hwy 101,Suite 310 92075 Attention: Renee Gruber. Should a claim arise, you agree to waive a trial by jury and to first seek resolution by arbitration in San Diego County, California using a mutually agreed upon member of the American Arbitration Association.
11. Force Majeure
Neither you nor BrightWire Media will be in breach of its obligations under these Terms and Conditions of Service (other than 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.
BrightWire Media may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.
This Terms and Conditions of Service represents the parties’ entire agreement with regard to BrightWire Media’ provision of services. Agreement with these terms and conditions is upon signature of BrightWire Media’s Statement of Work, and it will be binding upon you and your successors.
The person signing the Statement of Work 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.
Effective January 1, 2013