Effective 1 January, 2011
The AddSource Pay Per Call Advertising Service and Call Tracking Solution(the "Service") is provided by AddSource LLC
The terms and conditions which govern Your access and use of Pay Per Call services (individually and collectively "Services") are as follows:
2. You may access Services subject to all of the terms and conditions set forth herein as well as the rules, policies and guidelines found at http://AddSource.net, all of which are hereby incorporated herein by this reference as part of this Agreement. The terms, conditions, policies and guidelines set forth herein or incorporated herein by reference are collectively referred to in this Agreement as "Terms and Policies" and may be modified at any time by AddSource at its sole and absolute discretion, with or without notice. If after modification the Terms and Policies are no longer acceptable to You, Your only recourse is to terminate Your use of Services. However, if You continue to use Services after the effective date of any modifications to theseTerms and Policies, Your use will constitute agreement to and acceptance of the Terms and Policies and You will be bound by the Terms and Policies, as modified. In order to access and use Services You must be at least eighteen (18) years old and capable of entering a binding contract under applicable law. Upon request of AddSource, you shall provide us with verification of Your age, identity and other personal identifiable information. You shall not use Services in a country where You are prohibited from using such services.
3. You are solely responsible for Your Advertising content, and shall exercise caution, discretion, and judgment in using the Services and Advertising Network. Although the Services help Subscribing Advertisers and Calling Customers connect with one another, AddSource does not monitor any information exchanged, and, as a result, does not control, nor is Addsource responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said, depicted or written by Subscribing Advertisers or Calling Customers, including without limitation any information obtained in connection with theServices.
4. (a) AddSource reserves the right, in its sole and absolute discretion, at any time and for any reason or no reason, to suspend or terminate this Agreement or Your access to or use of the Services or Advertising Network with or without prior notice, or modify the terms and conditions which govern Your use of or access to the Services or Advertising Network, with or without prior notice. Notwithstanding the foregoing, changes to the "Valid Call" Fees and any "Listing Fees" or other charges are effective thirty (30) days after notice is provided to Subscribing Advertisers by an e-mail message sent to the e-mail address listed for Your account.
5. (a) You are solely responsible for all use made of the Services and Advertising Network under Your Addsource Services account and agree to pay to AddSource (or its affiliates and/or partners as applicable) the Successful Call Fees, Listing Fees and other charges. Information relating to the Valid Call Fees, Listing Fees and other charges which apply to You is set forth in Your account and/or the "Price Per Call" section of the "Create Ad" process, or as otherwise set forth inhttp://AddSource.net, as modified from time to time. You agree to deposit money from your credit or debit card into Your account as a means to pay the applicable Valid Call Fees, Listing Fees and other charges.
(b) You agree to pay all charges to Your account, including all applicable Valid Call Fees, and other charges, and any and all applicable taxes, all in accordance with AddSource's instructions. You understand that the number of Valid Calls is measured by tracking reports prepared by AddSource and You understand and agree that such reports shall be the only and definitive measure of the number of Valid Calls. You acknowledge that Your payment obligation for Valid Call Fees hereunder is based solely on the number of Valid Calls and not on Your ability to convert Successful Calls to sales, or other business relationships and agree that AddSource shall not have any liability for Your ability or inability to convert Successful Calls to sales or other business relationships. Furthermore, AddSource shall not be liable for any invalid or fraudulent call activity or any activity of any Calling Customer in connection with Your Pay Per Call Advertisement whether or not such activity results in a Successful Call.
(c) In order for Your Pay Per Call Advertisement to be displayed, You must have a standing positive balance in Your account. If Your account does not have sufficient funds then your Pay Per Call Advertisements will not be displayed by AddSource. In the event that You have elected to pay AddSource or its affiliates and/or partners as applicable, by credit or debit card and have selected the Auto-Deposit feature, you agree that AddSource may charge the credit or debit card for the pre-determined amount set by You. You represent that all payment information provided to AddSource is accurate and complete and further that any and all persons authorized to act on Your behalf or on behalf of Your company or entity (as applicable) is also an authorized user of the credit or debit card provided by You for payment for the Services. You authorize AddSource, directly or through third parties, to make any inquiries AddSource considers necessary to validate Your Subscribing Advertiser account and/or Pay Per Call Advertisement information. This may include ordering a credit report and performing other credit checks or otherwise verifying the information You provide.
(e) You agree to maintain the confidentiality of Your account password and Subscribing Advertiser account information and to supervise all activities that occur under Your account. AddSource is not responsible for any loss that You may incur as a result of any unauthorized person using Your account or password.
(f) In connection with Your use of AddSource Services You shall not, and shall not authorize any person to (i) use AddSource Services for fraudulent, misleading, deceptive, unfair or illegal business practices (ii) violate or encourage violation of any laws or regulations in any state or country where Your Pay Per Call Advertisements are created, displayed or accessed (iii) violate the privacy rights or publicity rights of any third party, (iv) violate the copyright, patents, trademarks or trade secrets of any third party, (v) "frame," "mirror" or otherwise copy any portion of the Services or Advertising Network without the express written authorization of AddSource (vi) use the Services for any kind of gambling or lottery activities or the placement of bets or (vii) allow Your Pay Per Call Advertisements to contain links to any website of Yours or websites of any third parties including without, limitation, any of Your affiliates or business partners.
(g) You shall provide true, accurate and complete registration information and shall maintain it as current and shall promptly update Your personal contact information that You provide to AddSource, as applicable. You shall not use false identities or impersonate any other person or use a name that You are not authorized to use.
(h) You authorize AddSource to redirect a call made by a Calling Customer from a Customer Call-In Number to a telephone number You specify in the registration process. The telephone number You specify must be a telephone number within the United States or Canada. AddSource does not redirect calls to telephone numbers outside of the United States and Canada. You shall use the Services only for the purposes for which they are intended - as an advertising service and not a telecommunications service - and not as a free or discounted long distance, local or toll-free telephone number. You also authorize AddSource to replace Your telephone number on Your website (including without limitation by use of a Mirrored Site or other place to which AddSource links in its discretion) with a Customer Call-In Number when Calling Customers are directed to Your website through a link in an Active Listing. You acknowledge, agree and accept that (i) the Services may be provided to You by AddSource or its affiliates or its third party business partners and that Your Pay Per Call Advertisements may be included on the websites, advertising networks and ad media of such affiliates or third party business partners, in addition to, or instead of, those websites, ad media and advertising networks of AddSource, (ii) there is no guarantee that Your Pay Per Call Advertisements will be included on the Advertising Network or on the website, ad media or advertising network of an AddSource business partner, and AddSource and its business partners bear no liability relating to such exclusion and (iii) AddSource is authorized by You to modify Your listing content or written text so that it can be distributed in multiple media forms by AddSource and its distribution affiliates and partners, including without limitation audio or video. AddSource reserves the right, in its sole and absolute discretion, to reject or remove any Pay Per Call Advertisement it deems unsuitable for the Services.
(g) All Pay Per Call Advertisements, search terms and descriptions are subject to AddSource's approval. Final decision as to inclusion and/or placement of Your Pay Per Call Advertisement, relevancy of the category and/or keyword designations, and the like is at AddSource's sole and absolute discretion. AddSource reserves the right, at any time, to reject, suspend, cancel or remove Your Subscribing Advertiser account, any Pay Per Call Advertisement and search terms, to make non-material, minor clerical and administrative edits to any Pay Per Call Advertisement, search terms, descriptions and bids, to assign new category and keyword designations to any Pay Per Call Advertisement, and to refuse to provide You access to the Services or Advertising Network without notice to You and for any reason or no reason whatsoever, and AddSource, its employees, consultants and other agents shall have no liability for taking (or not taking) such actions or decisions.
6. You, as a Subscribing Advertiser represent and warrant that You hold all necessary right, title and interest to any information or materials used in Your Pay Per Call Advertisements. You also represent and warrant that You will not violate the intellectual property rights, publicity rights or rights of privacy of any third party in connection with Your use of the Services. You also represent that You will not use AddSource's Services for any form of adult entertainment or adult oriented services. In connection with Your use of the Services or Advertising Network, You hereby grant AddSource, its distribution partners and third-party services providers the right to use, copy, distribute, display or reference (i) all keywords, categories, phrases, information, content and any materials submitted by You to AddSource as part of Your Pay Per Call Advertisement, whether created by or for You, and (ii) all text, graphic, audiovisual and other content served to Calling Customers in a Pay Per Call Advertisement that is not provided by AddSource (collectively, "Creative Content"). Excluding Your Creative Content, AddSource shall own all right, title and interest, including without limitation all intellectual property rights and all improvements thereto and derivative works or enhancements thereof, relating to the Services and the Advertising Network, including but not limited to all information, content, materials, URLs and Customer Call-In Numbers that AddSource may assign or provide to You. Excluding Your Creative Content, You shall and hereby do assign to AddSource all right, title and interest in and to any part of the Services and/or the Advertising Network that You may have or acquire. You hereby grant AddSource, its distribution partners and third-party services providers the right to use, copy, distribute, display or reference the information contained in Your Pay Per Call Advertisement in the Services, in the Advertising Network and elsewhere to promote theServices and Advertising Network without Your consent or compensation to You. Any rights not expressly granted herein are deemed withheld.
8. (a) THE SERVICES AND ADVERTISING NETWORK ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. AddSource AND ITS SUPPLIERS, AFFILIATES AND PARTNERS (INCLUDING, BUT NOT LIMITED TO ANY THIRD PARTIES PROMOTING THE ADVERTISING NETWORK) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, ADVERTISING NETWORK AND ALL COMMUNICATIONS BETWEEN SUBSCRIBING ADVERTISERS AND CALLING CUSTOMERS MADE THROUGH THE SERVICES OR ADVERTISING NETWORK, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, AddSource AND ITS SUPPLIERS, AFFILIATES AND PARTNERS MAKE NO REPRESENTATION OR WARRANTY THAT THE CONTENT OR OPERATION OF THE SERVICESOR ADVERTISING NETWORK SHALL BE ERROR FREE. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to You.
(b) Subscribing Advertiser agrees to indemnify, defend and hold AddSource, its affiliates, partners, officers, directors, employees, representatives, consultants and other agents harmless from and against any losses, costs, damages or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with Subscribing Advertiser's Pay Per Call Advertisements or website (including without limitation, the website content), Subscribing Advertiser's use of the Services or the Advertising Network, Subscribing Advertiser's communications with Calling Customers and Subscribing Advertiser's representations or warranties hereunder, including, without limitation, third party claims for infringement of patent, copyright, trademark or other intellectual property rights and violation of rights of privacy, publicity and property. You further agree that AddSource shall have the right, in its sole discretion, to select its own legal counsel to defend AddSource from any such claim and that You shall be solely responsible for the payment of all AddSource's reasonable attorneys' fees incurred in connection therewith. You agree that any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against You, Your company or the entity You represent, or AddSource that is subject to Your indemnification obligations set forth herein shall be subject to the prior written approval of AddSource, in its sole discretion, if such settlement or resolution results in any further obligation or liability for AddSource.
9. Under no circumstances shall AddSource, its parent company, agents, affiliates, suppliers and partners be liable for any delay or failure in performance of AddSource Services resulting directly or indirectly from forces, causes or matters beyond its reasonable control. Performance under this Agreement shall be deemed to take place in the State of Oregon. This Agreement shall be governed by the laws of the State of Oregon, excluding its conflicts of laws principles. Any disputes arising from this Agreement shall be adjudicated in the courts of the City of Portland and County of Multnomah. You may not assign this Agreement or any of Your rights or obligations herein, and any attempt to do so is void. Any amendments or modifications by You must be in writing and signed by AddSource to be valid. If any provision is invalid or unenforceable with respect to a party, the remainder of the Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. No waivers shall occur unless in writing. The waiver of any default shall not be a waiver of any subsequent default. Sections 5, 6, 7, 8 and 10 as well as terms and conditions of this Agreement which by their express language or by their sense and context survive the termination or cancellation of this Agreement will so survive. This Agreement together with the Terms and Policies constitute the entire agreement between You and AddSource with respect to the subject matter contained herein.
"Advertising Network" means the Web-based reference service that lists Subscribing Advertiser names, and other descriptive information about Subscribing Advertisers, which may be promoted by AddSource on both AddSource's websites and the websites of AddSource's affiliates and partners.
"Active Listing" means a Pay Per Call Advertisement set up by a Subscribing Advertiser with an account in good standing that has been approved by AddSource and activated on the applicable website.
"ANI" means Automatic Number Identification for telephone numbers from which Calling Customers make Successful Calls.
"Calling Customer" means an individual, sourced by AddSource or AddSource's third party distributors, through marketing and distribution efforts, who initiates a call from a Subscribing Advertiser's Pay Per Call Advertisement.
"Charged Call(s)" means a call that is charged pursuant to the AddSource Pay Per Call business rules, as may be modified from time to time.
"Customer Call-in Number" shall mean a unique local, long distance or toll-free phone number or extension, or click to call mechanism assigned by AddSource to a Subscribing Advertiser.
"Mirrored Site" means a mirrored version of the Subscribing Advertiser's website created by AddSource with the same look and feel as the Subscribing Advertiser's website with a URL visible above the mirrored version of the site showing the web site address for the mirrored version of the site and not that of the Subscribing Advertiser's website.
"Pay Per Call Advertising Service" means an information service provided by AddSource to Subscribing Advertisers, under which Subscribing Advertisers pay a Successful Call Fee for each call received from a Customer Call-In Number.
"Listing Fee" means an annual fee payable by Subscribing Advertisers to AddSource for each Pay Per Call Advertisement created in the Advertising Network that is an Active Listing.
"Pay Per Call Advertisement" comprises the Required Data, Customer Call-In Number and other descriptive information of a Subscribing Advertiser listed as part of the AddSource Pay Per Call Advertising Service, including details about the Subscribing Advertiser's services.
"Required Data" means a Subscribing Advertiser's name, phone number(s), email address, mailing address, phone number to which the Customer Call-In Number should forward, billing information and advertising category.
"Subscribing Advertiser" means an advertiser that elects to sign up to the Advertising Network to advertise its products and service using the Service.
"Valid call" refers to a customer call that is received by You to your destination phone line, which answers to the following criteria: i)The destination of the inbound call matches the destination chosen by You in the setup of your number in your Addsource Services account, ii)The call time exceeds 30 second iii) The call is not a repeat call from the same origin number within the past 3 days. iii)Valid calls are charged at a set rate, iv) Number that is transmitted, and charged for, by AddSource, regardless of whether the call is transmitted to a busy signal, is unanswered or a connection is made to a live person or to voicemail or other voice or audio mechanism or other media.