This Advertising Agreement (the “Agreement”) is entered into between Equate Media Corp, a Nevada company (“Equate Media Corp”) and the advertiser providing information on the Insertion Order (defined below), and entering into this Agreement either by signing this Agreement by hand and/or agreeing to enter into this Agreement online (“Advertiser”).
Advertiser wishes to purchase Marketing Services from Equate Media Corp pursuant to the terms of this Agreement.
Equate Media Corp shall not be liable to the Advertiser for any damages as a result of services provided by Equate Media Corp to the Advertiser under this Agreement, or arising from any claim relating to this Agreement. EQUATE MEDIA CORP DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED BY EQUATE MEDIA CORP PURSUANT TO THIS AGREEMENT. EQUATE MEDIA CORP PROVIDES SUCH SERVICES AND ADVERTISER ACCEPTS SAME, ON AN “AS IS” BASIS AND WITH ALL DEFECTS. IN ANY EVENT WHATSOEVER, EQUATE MEDIA CORP’S LIABILITY TO ADVERTISER, IF ANY, SHALL NOT EXCEED THE TOTAL ADVERTISER ACTUALLY PAID EQUATE MEDIA CORP. Advertiser shall indemnify and hold Equate Media Corp harmless from all losses, liability, costs, damages and expenses including but not limited to, reasonable attorneys’ fees and disbursements and amounts paid in settlement, accruing from or arising as a result of any claims of any third parties. All rights and remedies provided in this Agreement, including without limitation the liquidated damages provided for ‘Third Party Sales or Use of Confidential Information’ in this Agreement, are cumulative and not exclusive of any other rights or remedies that may be available to Equate Media Corp, whether provided by law, equity, statute, in any other agreement between the parties or otherwise.
A “Lead” is defined as the delivery by Equate Media Corp to Advertiser of the following information which shall be generated by Equate Media Corp and posted to the Advertiser’s account dashboard. As a courtesy, leads can also be emailed or sent to the Advertisers Customer Relationship Management (CRM) software when possible and easily implemented by Equate Media Corp’s developers. To view leads, Advertiser must log in using unique credentials emailed to the Advertiser or provided by the account representative to view lead information. Advertisers account will be debited for each lead immediately after they appear in the account dashboard. It is Advertiser’s responsibility to check their account dashboard to ensure consistency of lead delivery in their CRM. Equate Media is not liable for leads not reaching Advertisers CRM due to any technical difficulties.
In the case of a moving lead, a name, a phone number or an email address that is currently used by the named individual, the destination where the person or persons is/are moving from and the destination where the person is /persons are moving to, the household size defined in number of bedrooms, and a service date within 180 days from the date the lead was submitted. All information shall be sent to the Advertiser within twenty-four (24) hours of Equate Media Corp. receiving said information. Lead prices are subject to those listed in the Insertion Order below. Equate Media Corp. reserves the right to adjust lead prices by sending (14) days advance written or electronic notice to Advertiser.
Leads can only be used by Advertiser and only under Advertiser’s name as registered with Equate Media Corp. Advertiser is prohibited from sharing, transferring, selling, leasing or otherwise providing Leads or Lead information to any other entities or DBAs. Without limiting the foregoing, Advertiser is prohibited from soliciting to Leads under any entity name or DBA except the name registered with Equate Media Corp.
A “Phone Call” is defined as the delivery by Equate Media Corp to Advertiser of the following information which shall be generated by Equate Media Corp and transferred to the Advertisers provided phone number.
A Moving related “Phone Call”, is defined as either an inbound or outbound Phone Call from a party that explicitly expresses to be connected to a long distance moving company, and sent to the Advertiser via Equate Media’s call tracking and call routing service. The Advertiser is charged immediately as the Phone Call is initiated by Equate Media to the Advertiser, regardless of Phone Call duration, or connection with the Advertiser's phone system. Reporting will be made available by Equate Media to the Advertiser by a written email request. All Phone Calls are recorded by Equate Media for call tracking and billing purposes.
Phone Calls and information obtained from such Phone Calls can only be used by Advertiser and only under Advertiser’s name as registered with Equate Media Corp. Advertiser is prohibited from sharing, transferring, selling, leasing or otherwise providing Phone Calls or information obtained from such Phone Calls to any other entities or DBAs. Without limiting the foregoing, Advertiser is prohibited from soliciting to Phone Calls under any entity name or DBA except the name registered with Equate Media Corp.
It is acknowledged that Advertiser’s use of Leads and Phone Calls provided by Equate Media Corp in violation of the paragraphs on Use of Leads and Use of Phone Calls will cause Equate Media Corp to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such misuse, Advertiser agrees that liquidated damages may be assessed and recovered by Equate Media Corp without Equate Media Corp being required to present any evidence of the amount or character of actual damages sustained; therefore Advertiser authorizes Equate Media Corp to take payment from Advertiser’s account and/or to charge Advertiser’s credit card or checking account for payment of liquidated damages in the amount of $750 per violation. Such liquidated damages are intended to represent estimated actual damages, are not intended as a penalty, and without limiting Equate Media Corp’s right to terminate this Agreement.
An “In Home Estimate Appointment” is defined as the delivery by Equate Media Corp to Advertiser of the following information which shall be generated by Equate Media Corp and transferred to the Advertisers provided calendar.
A Moving related “Appointment”, is defined as an online submission from a party that explicitly expresses to receive an “In Home Estimate” by a long distance moving company. Information including time, date, and location is sent to the Advertiser via Equate Media’s appointment setting service. The Advertiser is charged immediately as the “Appointment” is submitted by the requesting party on Equate Media’s web properties, and sent electronically to the Advertisers specified calendar(s). As a courtesy, an email confirmation will be sent to the Advertisers specified email address. Reporting will be made available by Equate Media to the Advertiser by a written email request. All online sessions are monitored and recorded by Equate Media for tracking and billing purposes.
Advertiser is charged for all Leads posted to Advertisers dashboard. Credits for bad leads will be given as a percentage of Advertisers total monthly spend and will be fulfilled during the month following the request. Credits on individual leads will not be made. Advertiser must request credit by contacting the account manager, or by emailing credit@equatemedia.com. Bad leads percentages are determined by Equate Media Corp. and are usually identified as both inaccurate phone number and email address. All percentage credit requests are subject to approval at the full discretion of Equate Media Corp.
Advertiser shall pay Equate Media Corp for all Marketing Services in advance by depositing into Advertiser’s account at Equate Media Corp (the “Account”) by either credit card or check. Each time Equate Media Corp delivers a Marketing Service to the Advertiser, Equate Media Corp shall deduct from the Account the applicable fee per Marketing Service set forth in the IO. When the Account reaches the recurring amount as agreed upon, Advertiser shall redeposit monies into their account sufficient to receive additional Marketing Services. If Advertiser omits to redeposit monies into the Account for any reason at any time or times, Advertiser shall continue to remain liable for all sums due to Equate Media Corp until Equate Media Corp is paid in full; this provision shall survive the termination or expiration of this Agreement.
Advertiser shall pay Equate Media Corp for all Marketing Services in advance by depositing into Advertiser’s account at Equate Media Corp (the “Account”) by either credit card or check. Each time Equate Media Corp delivers a Marketing Service to the Advertiser, Equate Media Corp shall deduct from the Account the applicable fee per Marketing Service set forth in the IO. When the Account reaches the recurring amount as agreed upon, Advertiser shall redeposit monies into their account sufficient to receive additional Marketing Services. If Advertiser omits to redeposit monies into the Account for any reason at any time or times, Advertiser shall continue to remain liable for all sums due to Equate Media Corp until Equate Media Corp is paid in full; this provision shall survive the termination or expiration of this Agreement.
Equate Media Corp and Advertiser agree that Equate Media Corp shall supply Advertiser with Marketing Services generated pursuant to the description of marketing services to be provided in the IO. If Advertiser wishes to change the number of Marketing Services to be purchased in any month, Advertiser must give Equate Media Corp written notice of such request. Request shall become effective within twenty-four (24) hours after receipt of any such request.
The term of this Agreement shall commence on the date set forth in the IO and shall continue until terminated in accordance herewith. Advertiser or Equate Media Corp may terminate this Agreement at any time upon providing the other with notice of cancellation by facsimile at the numbers listed in the IO. In the event of termination by Advertiser, (i) the termination shall become effective forty-eight (48) hours after receipt of written notice; (ii) Advertiser shall remain obligated hereunder for payment to Equate Media Corp for all outstanding orders up to and including the date of termination, all past due invoices if any; and all other obligations under this Agreement; and (iii) Advertiser shall be entitled to receive, within twenty eight (28) days, the balance remaining in Advertiser’s Account, if any, after satisfaction of said obligations.
Advertiser hereby grants Equate Media Corp a non-exclusive, royalty free, worldwide right and license to (i) use and display the Advertiser’s marks and other identifying logos or words online and publicly display the Advertiser’s Information on and through websites controlled by Equate Media Corp. Equate Media Corp acknowledges that by its use of the aforesaid it shall acquire no rights of ownership with respect to same.
This Agreement shall be governed and construed under the laws of the State of California. Jurisdiction for disputes arising under this Agreement shall rest solely in the State of California, Los Angeles County. Advertiser waives any jurisdictional, venue or inconvenient forum objections to such courts regardless of either party’s location or residence.
Advertiser agrees to hold Confidential Information received from or created on behalf of the Equate Media Corp in strictest confidence. Advertiser shall not use or disclose Confidential Information except as permitted or required by the Agreement or as otherwise authorized in writing by the Equate Media Corp.
Advertiser agrees that it will protect the Confidential Information according to commercially acceptable standards and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Advertiser shall develop, implement, maintain and use appropriate administrative, technical and physical security measures which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Confidential Information.
Advertiser shall report, either orally or in writing, to Equate Media Corp any use or disclosure of Confidential Information not authorized in writing by Advertiser or by this Agreement, including any reasonable belief that an unauthorized individual has accessed Confidential Information. Advertiser shall make the report to Equate Media Corp immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Advertiser reasonably believes there has been such unauthorized use or disclosure. Advertiser’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the Confidential Information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Advertiser has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Advertiser has taken or shall take to prevent future similar unauthorized use or disclosure. Advertiser shall provide such other information, including a written report, as reasonably requested by the Equate Media Corp.
In the event that one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, or in the event that any one or more of the provisions of this Agreement shall operate or prospectively operate, to invalidate this Agreement, then the remaining provisions of this Agreement shall remain operative and in full force and effect, shall be valid, legal and enforceable and shall in no way be affected, prejudiced or disturbed thereby.
The relationship of Advertiser to Equate Media Corp shall be that of an independent contractor. Notwithstanding anything to the contrary herein contained, Equate Media Corp, by entering into this Agreement or by any action pursuant thereto, will not be deemed a partner with Advertiser and Advertiser agrees to hold Equate Media Corp harmless from any damage and expense resulting from such a construction of the relationship of the parties or any assertion thereof (including but not limited to any claim made by any Lead on account of Advertiser’s performance or non-performance of Advertiser’s services).
Any balance due Equate Media Corp shall accrue a finance charge equal to one and one-half percent (1-1/2%) per month or the maximum amount allowed by law, whichever is less. Equate Media Corp shall be entitled to any and all costs of collection, including without limitation reasonable attorney’s fees should Equate Media Corp have to bring an action to collect any amounts due under this Agreement.
Advertiser has the right to contact the consumer via personally identifiable consumer information SOLELY from the one business name identified in the Advertising Insertion Order (“IO”) below. Any attempt to contact the consumer from an alternate business name, DBA, or individual that is not listed in the “IO”, will be taken as a breach of this agreement and fully subject to the liquidated damages outlined below. Advertiser shall not sell or give any of the personally identifiable consumer information provided to Advertiser when they receive Leads from Equate Media Corp (the “Confidential Information”) to any third party for any reason whatsoever and can only use consumer information to provide a singlemoving quote requests from Advertiser only. Confidential Information includes, without limitation, a consumer name, a consumer phone number and/or consumer email address.
The parties hereby acknowledge that it is impossible to determine the actual damages that Equate Media Corp shall incur if Advertiser violates this provision; therefore, Advertiser and Equate Media Corp agree that Advertiser shall pay, as liquidated damages, the sum of one hundred dollars ($100.00) for each breach of the Use of
Confidential Information and No Third Party Sales clause above. Equate Media reserves the right to “seed” leads sent to Advertiser with consumer information tracked by Equate Media to ensure quality, compliance with the terms of this Agreement, and to enforcement of damages.
This Agreement, together with the Exhibits and Schedules annexed hereto, if any, form the entire agreement and understanding between the parties and supersedes all prior discussions, agreements and understandings of each and every nature between them. This Agreement may not be changed or terminated, except if in writing and signed by the party to be bound thereby or by electronic transmission acknowledged as received by the party to be bound thereby. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successor in interest of the parties hereto.
Below is our code of conduct when contacting leads sent to you by Equate Media. We have been satisfying our customers for many years through honesty and a genuinely useful service, and we hope you share our vision and treat your customers the same way.
Our legal department has already taken and will continue to take an active role by indefinitely suspending multiple company accounts for tactics involving, but not limited to:
1) Starting or participating in negative discussions about other Equate Media clients in any way.
2) Purchasing a lead and calling from multiple companies not listed on the insertion order.
3) Drastically low balling estimates to gain business advantage, with the intention of increasing prices before or after pick-up and delivery.
4) Continuous harassment of any customer after customers asks not to be contacted further.
Equate Media staff is constantly monitoring leads and surveying customers to ensure the movers in our network provide honest service, as well as never using the tactics mentioned above.
Any mover who has been found using these or any other negative sales tactics violating our code of conduct will be subject to immediate and indefinite suspension of the lead account and seizure of any remaining unused funds as well as liquidated damages as provided in the terms above.
By signing the Insertion Order and Terms and Conditions, you hereby acknowledge that you will adhere to the code of conduct represented by this document, and any failure to do so will result in the consequences as stated above.
ADVERTISER ACCEPTS AND AGREES TO FULLY COMPLY WITH THE ABOVE TERMS AND CONDITIONS.