Terms and Conditions

Google | LeadStream

LYP, LLC INTERNET TERMS AND CONDITIONS

Parties to Contract/Application: (a) LYP, LLC, dba LocalTel, LocalTel, LLC or PageOneLocal, with offices at 360 Merrimack Street, Lawrence, MA, 01843 (or “LocalTel”) has established these terms and conditions, which may not be modified, by any person, entity or enterprise. (b) Advertiser’s signed application, including these Terms and Conditions, will become a binding contract only upon acceptance by LocalTel (“Contract”). (c) By submitting this Application (including, without limitation, any later issues thereof in accordance with these terms and conditions), the person, entity or enterprise identified as the “Advertiser” requests LocalTel to publish online advertising. (d) The individual signing this Application represents that he/she is duly authorized by the Advertiser to execute and submit this Contract on behalf of the Advertiser and that he/she is an owner, officer, partner, agent or employee of the Advertiser. (e) Advertiser represents and warrants to LocalTel that following submission of this Contract by Advertiser, this Contract is binding on and enforceable against Advertiser in accordance with the terms and conditions set forth herein and can only be revoked, rescinded or cancelled by Advertiser in accordance with Section 7 below.
DEFINITIONS AND CONDITIONS: (a) Ads: “Ads” shall refer to one or more advertisements submitted by the Advertiser using the Service; as such Ad may be modified as provided herein. (b) Advertising: “Advertising” means the placing of Ad(s) Campaign(s) with LocalTel. (c) Affiliates and Third Parties: “Affiliates” shall refer to related or non-related entities that may provide a portion of the services under this Contract. (d) Campaign: “Campaign” shall refer to the unit of Advertising for which Advertiser has contracted with LocalTel to place on the Advertiser’s behalf. A Campaign shall consist of one or more ads placed at one or more Partner’s, each of which shall link through to a Custom Web Page. Each campaign shall be subject to this Agreement set herewith. (e) Categories: “Categories” shall refer to the various Advertiser’s categories that LocalTel has selected to promote via the Platform. Advertiser agrees that LocalTel, while it will take all reasonable efforts to promote the categories at the Partner’s site, makes no guarantee – financial or otherwise – that all Categories will be advertised, particularly if advertising all Categories will result in the Actual Campaign Spend exceeding the Campaign Budget. (f) Clicks: “Clicks” shall refer to the number of times an Ad has been clicked on by someone viewing the Ad. Advertiser agrees that all statistics pertaining to Clicks and posted on LeadTrak, the LocalTel Activity Reporting portal, or sent through e-mail while the Campaign is running are preliminary and subject to change, either by LocalTel or by the Partner providing said statistics to LocalTel. (g) Customized LeadSite: “LeadSite” shall refer to the Web Site that users will visit when they click on one of the Advertiser’s Ads. (h) Keywords: “Keywords” shall refer to individual words or word phrases that LocalTel may purchase on behalf of Advertiser to run at various Partner sites. LocalTel may – through the Platform – specify Keywords to be used in the Campaign. Advertiser agrees that LocalTel, while it will take all reasonable efforts to promote these Keywords at the Partners, makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords will result in the Actual Campaign Spend exceeding the Campaign Budget. In addition, Advertiser agrees that the rules for displaying Ads when certain Keywords are entered by a user at a Partner are totally controlled by the Partner and, as such, Advertiser agrees that LocalTel makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at an Partner’s site. (i) LeadTrak Tracking Information. “Leadtrak Tracking Information” shall refer to one or more of the following: (i) Phone Number Tracking; (ii) E-Mail Tracking; (iii) Coupon Tracking (when available); (iv) Custom LeadSite Tracking. Advertiser agrees that LocalTel, in an effort to provide statistics to Advertiser, may apply certain tracking solutions to the Advertiser’s Campaign. Specifically, Advertiser agrees that LocalTel has the right, but not the obligation, to do the following for each Campaign: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of the Advertiser’s phone number and which will forward to the Advertiser’s phone number; (ii) Substitute Advertiser e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with the Campaign; (iii) Require users to provide registration information in order to print an Advertiser’s coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of the Campaign. With regard to the Tracking Phone Numbers and Tracking E-Mail Addresses, Advertiser agrees and understands that LocalTel is not responsible for the original phone numbers and e-mail addresses entered by Advertiser and which the Tracking Phone Numbers and Tracking E-Mails, respectively, will forward to. (j) Order Date: “Order Date” shall refer to the date at which the request for Advertising is submitted to LocalTel by Advertiser via a signed contract, whether or not that Advertising order is accompanied by actual payment. (k) Partners: “Partners” shall refer to one or more online or offline search engines that accept advertising orders from LocalTel on behalf of the Advertiser. Advertiser agrees that the selection of LocalTel’s Partners is entirely at LocalTel’s discretion and may change at any time, even while the Campaign is active. Advertiser also agrees that LocalTel may allocate some or all of Advertiser Campaign Budget on the web sites of LocalTel’s Partners. (l) Phone Number Tracking: Features may include, but are not limited to: call review (whereby a recording of the inbound phone call is made and stored for review by LocalTel for a period of time to be determined solely by LocalTel) and caller ID. In the case of call review, Advertiser hereby agrees and understands that an initial recording may be played to callers at the beginning of a call notifying the caller that the call may be recorded. The exact message to be played to the caller is at the sole discretion of LocalTel. Advertiser agrees that, in accordance to state laws applying to LocalTel location/call termination, that calls may be monitored or recorded. (m) Platform: “Platform” shall refer to the Partner’s web site that is used to enter Keywords, establish the timing and categories of Advertising and to establish the budgeted spending levels for the Advertiser. (n) Spend Cap: Also known as the “Campaign Budget” shall refer to the maximum allowable amount that Advertiser, by agreeing to this Agreement, has given permission to LocalTel to spend on Advertiser’s behalf for Advertising for a specific Campaign. Advertiser will be billed for the amount of the Campaign Budget that is used. For example if the total Spend Cap amount is not used in a given month, the Advertiser will be billed for the portion of the Spend Cap that was used. (o) Standard Offer Page: Must supply definition from Innovectra. (p) Target Geographies: “Target Geographies” shall refer to the geographic areas the Advertiser has requested that their Ads be displayed in. Advertiser agrees that LocalTel is not ultimately responsible for the display of Advertiser Ads and, as such, cannot guarantee that the Advertiser Ads will only or primarily be displayed to people in those target geographies. Advertiser agrees that Partners may use varying ways to detect where people are from when determining whether to display an Ad, including, but not limited to: (i) IP targeting based on where users are accessing the Internet; (ii) user registration information at the Partner sites; (iii) explicit geographic search queries made by the user. Accordingly, Advertiser agrees that LocalTel is in no way responsible for the accuracy of such methods for determining the geographic location of the people viewing Advertiser Ads.
General: (a) LocalTel will interview Advertiser and determine effective online advertising to generate online activity to a customized LeadSite promoting Advertiser’s business. (b) Advertisers may select one or multiple LeadSites for online marketing purposes. (c) Localtel will create and advertise LeadSites in accordance with industry best practices.
Advertising and Publication Fees: (a) By submitting this Contract, LocalTel agrees to charge the Advertiser for the creation, maintenance and reporting of a LeadSite at a monthly rate agreed upon between LocalTel and the Advertiser. (b) Advertiser may also select an advertising budget LocalTel will use to promote each LeadSite in online search engines/venues. (c) The minimum amount of advertising that may be selected is $150 per month per LeadSite. (d) Changes to advertising budgets may be made at any time during this Agreement’s term with 30 days written notice to LocalTel. (e) No change may be made that reduces the advertising budget below $150 per month.
Advertising Venues and Selections: (a) LocalTel reserves all rights to promote Advertiser’s LeadSite using LocalTel’s choice of Internet venues, creative advertising copy and keywords or keyword phrases. (b) LocalTel agrees that any statistics will be aggregated and that keywords, keyword phrases and advertising creative copy remain the sole property of LocalTel.
Term of Advertising AgreemeNT: (a) The initial term for each LeadSite created commences on the Order Date and lasts for a minimum of 30 days. (b) The Agreement automatically renews for successive one month terms.
Cancellation: Advertiser may cancel Campaigns with 30 days written notice to LocalTel or LocalTel’s designee as may be defined in future communications:
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Contracts Administrator
LocalTel LLC
360 Merrimack Street, Suite 216
Lawrence, Massachusetts  01843
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If Advertiser cancels any Campaign, in whole or in part, Advertiser shall pay (to the extent that it has not theretofore paid) the Actual Campaign Spend for the remainder of the term after LocalTel receipt of cancellation in writing, including any amounts previously outstanding.
Terms of Payment: (a) Except as expressly provided below, payment for Advertising shall be made monthly, in advance. At that time, Advertiser will be responsible for paying for the full amount of the cumulative monthly charges up to the monthly spending caps determined during the confirmation process and the sum of the monthly campaign management owed at the end of 30 days written notice of cancellation. (b) Payment may be made by wire transfer, credit card or Automated Clearing House (“ACH”) transfer. (c) Advertiser represents that it either owns or has been given permission to use the method of payment used to purchase Advertising and that the Advertiser shall be responsible for the full amount of any unauthorized or illegal transactions, in addition to any other applicable fees or penalties. (d) LocalTel reserves the right to immediately cancel all LeadSites and Advertising upon receipt of notice of cancellation of any credit card or bank account previously established to pay for Advertising. (e) Amounts due and owing by Advertiser that are not paid when due shall bear a late charge equal to $20.00 or interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less), whichever is higher, until paid in full. (f) In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees and collection agency fees) incurred by LocalTel in collecting such amounts. (g) All amounts due hereunder are payable in U.S. dollars and are exclusive of any sales, use or similar applicable taxes. (h) Advertiser shall promptly pay all such taxes and any associated interest and penalties.
Advertising Estimates: (a) LocalTel makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, calls, clicks, sales leads or other performance that Advertiser can expect from Advertising. (b) Any estimates provided by LocalTel to Advertiser are not intended to create any binding obligations or to be relied upon by Advertiser. (c) Advertiser acknowledges that no LocalTel personnel are authorized to make estimates that Advertiser may rely on and that Advertiser is not relying upon any such estimate or any such representation, warranties or guarantees. (d) LocalTel makes no guarantee with respect to usage, visit, or cost per click statistics for any Ads. (e) Advertiser acknowledges that any performance statistics provided by LocalTel shall be conclusive and binding on Advertiser for all purposes of this Agreement and not subject to review or challenge by Advertiser for any reason.
ADVERTISING INFORMATION, MATERIALS & MODIFICATIONS: (a) Advertiser shall provide LocalTel with true, accurate and current information for all Ads placed with LocalTel. (b) Advertiser certifies that it has the legal right to use all information, names, trademarks and search terms it provides or includes in its Ads. (c) Advertiser will provide all materials for the Advertising in accordance with LocalTel policies in effect from time to time, including without limitation the manner of transmission to LocalTel and the lead-time prior to publication of the Advertising. (d) Advertiser agrees that Advertiser has the right but not the obligation to make modifications to Ads prior to their delivery to LocalTel and further understands that, once Ads are delivered to LocalTel, LocalTel may be limited in its ability to make further modifications to said Ads. (e) Advertiser hereby grants to LocalTel a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute in accordance herewith the Ads and any derivative works based thereon created by LocalTel hereunder.
Partners: (a) LocalTel shall determine, in the exercise of its sole discretion, which search engine to use in connection with any Campaign. (b) Advertiser acknowledges that LocalTel does not produce, operate or transmit the Internet sites or services on which Ads may appear and that LocalTel acts only as a sales representative or reseller of advertising inventory or listing services for the operators of such Internet sites or services. (c) Advertiser agrees that Advertiser has been provided with a copy of each Partner’s standard terms and conditions as currently published and Advertiser agrees to these terms and conditions as stated and agrees to be bound by these terms and conditions that may be changed from time to time by each Partner.
Positioning: (a) Except as otherwise expressly provided in this Agreement, positioning of Ads within a partner’s web site is at the sole discretion of Partner. (b) Advertiser understands that LocalTel is under no obligation and may simply not be able to provide any samples of Advertiser’s Ads in the context of any partner web site.
Custom Web Pages: (a) LocalTel may provide Advertiser with a web site (“Custom LeadSite”) as part of its Services. While LocalTel will take reasonable measures to ensure that the Custom LeadSite is generally accessible through the Internet, LocalTel does not warrant that Custom LeadSite can be accessed (i) through all Internet browsers; (ii) through any device that can access the Internet. (b) LocalTel does not warrant that the Custom LeadSite can be accessible 24 hours a day and 7 days a week, whether or not LocalTel is hosting the Custom LeadSite on its own servers or contracting with another entity to provide the hosting services for those Custom LeadSites. (c) LocalTel shall have no liability in connection with any failure of availability or usability of any Custom LeadSite or other Internet site. (d) LocalTel creates this page on behalf of Advertiser, Advertiser agrees that LocalTel may, from time to time, change the format of the Standard Offer Page, requiring the Partner to add or delete information previously collected from the Advertiser. (e) Advertiser agrees that LocalTel may substitute the Advertiser’s phone numbers for the Tracking Phone Numbers and may substitute Tracking E-Mail Forms for the Advertiser’s e-mail addresses, and may collect user information before allowing users to print Advertiser’s coupons and offers. (f) Advertiser agrees that LocalTel may restrict the ability of LocalTel to modify or request modifications to Advertiser Standard Offer Page once the Campaign is running. (g) During the Provisioning Process, in the event Advertiser does not to provide approval of their Custom LeadSite within 48 hours after receiving LocalTel's “Request for Approval” email notice, LocalTel reserves the right to assume approval and begin running the Campaign. Under this scenario, Advertiser may request one-round of revisions upon responding to LocalTel's “Request for Approval” email notice.
CALL RECORDING NOTIFICATION: (a) Telephone call leads generated from Phone Number Tracking will be recorded and archived for 6 months, for quality assurance and to provide Advertiser with the ability to follow up on leads. (b) Advertisers will be given access to a website for review of click and call activity. This serves as notification, in accordance with U.S. state laws, that all inbound calls using the discrete number provided by the LocalTel will be recorded, regardless of the nature of the call.
Right to Reject Ads: (a) All contents of Ads are subject to LocalTel’s approval. (b) LocalTel reserves the right to reject or cancel any Ad, Agreement, URL link, or Advertiser position commitment, at any time, for any reason whatsoever.
Errors and Omissions: (a) In no event shall LocalTel be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Third Parties (if any), and any error or omission on the part of LocalTel is limited to the amount of billable activity and fees incurred during the duration of any error or omission.
LIMITATION OF LIABILITY: (a) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND EXCEPT AS RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LOCALTEL, (INCLUDING ITS AGENTS AND EMPLOYEES), IN NO EVENT SHALL LOCALTEL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR WARRANTY, OR ANY OTHER LEGAL OR EQUITATABLE GROUNDS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOCALTEL SHALL HAVE NO LIABILITY FOR DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF LOCALTEL TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE OR THIS AGREEMENT. IN NO EVENT SHALL LOCALTEL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF OR IN CONNECTION WITH ANY CAMPAIGN, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT ACTUALLY RECEIVED BY LOCALTEL FROM AVERTISER FOR SUCH CAMPAIGN. (b) Except as expressly provided otherwise in this agreement and except as resulting from the gross negligence or intentional misconduct of such Party (including its agents and employees), in no event shall LocalTel or its officers, directors, employees, agents, licensors or representatives be liable to Advertiser or Advertiser’s officers, directors, shareholders, employees, agents, licensors or representatives for any losses or damages arising out of or in connection with the Contract in an amount exceeding the total amount of fees paid to LocalTel by Advertiser hereunder during the Term of this Agreement.
ADVERTISER’S WARRANTIES/INDEMNIFICATION: (a) The Advertiser warrants that it is fully authorized to engage in the business or profession described by the classification designated, and further warrants that it is the owner of, and entitled to use, or is duly authorized by the owner and entitled to use the copy cuts and illustrations and any trade marks or trade names which may be specified, including Advertising created by LocalTel for Advertiser, and agrees to notify LocalTel immediately in writing of any change in such ownership or authorization. (b) Advertiser warrants that Advertiser will honor any promise, offer or other statement set forth in the Advertising during the entire life of the Advertising, or until an expiration date stated in the Advertising, whichever occurs first. (c) ADVERTISER AGREES TO INDEMNIFY AND HOLD HARMLESS LOCALTEL, ITS PARENT(S) AND AFFILIATES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AGAINST ALL CLAIMS AND LIABILITIES, INCLUDING ATTORNEY FEES AND OTHER EXPENSES INCURRED IN THE DEFENSE OF ANY CLAIMS, ARISING FROM ADVERTISER’S ADVERTISING INCLUDING, WITHOUT LIMITATION, CLAIMS THAT THE ADVERTISING INFRINGES ON A THIRD PARTY’S TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, DEFAMATION, INVASION OF PRIVACY, CONTAINS MISREPRESENTATIONS OR DOES NOT OTHERWISE COMPLY WITH ADVERTISER’S LEGAL OBLIGATIONS.
CHOICE OF LAW/JURISDICTION/ATTORNEY’S FEES: (a) This Contract has been delivered to LocalTel and accepted by LocalTel in the Commonwealth of Massachusetts. The validity, interpretation and performance of this Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Every dispute concerning the interpretation, effect of breach of this Agreement shall be resolved in the Commonwealth of Massachusetts, County of Essex. (b) To the maximum extent permitted by law, each party agrees to personal jurisdiction, subject matter jurisdiction and venue of such Court. In any action upon this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and cost, as determined by the Court.
Waiver and Severability of Terms: (a) The failure of LocalTel to insist upon strict adherence to any term of this Contract on any occasion shall not be considered a waiver thereof. Any waiver by LocalTel must be in writing and, unless otherwise stated, shall be strictly limited to the circumstances explicitly waived and shall not deprive LocalTel of the right to insist upon strict adherence to the term waived in any and all other circumstances or to insist upon strict adherence to any other term of this Agreement. (b) In the event any part of this Contract is determined by a court of competent jurisdiction to be void, then and in that event said void part of this Contract shall be considered to be separate from the remaining provisions of this Contract and the remaining provisions of this Contract shall remain in full force and effect.
MODIFICATION: (a) This Contract is the entire agreement between LocalTel and Advertiser concerning the Advertising specified on the face of the Contract, and supersedes any and all prior agreements between the parties. (b) The Contract cannot be modified except in a writing signed by both parties. (c) NO ORAL OR WRITTEN REPRESENTATION MADE BY LOCALTEL’S SALES REPRESENTATIVE OR OTHER EMPLOYEE, WHICH PURPORTS TO MODIFY THIS CONTRACT, IS BINDING ON LOCALTEL, AND ADVERTISER CONFIRMS THAT NO SUCH REPRESENTATION HAS BEEN RELIED UPON BY ADVERTISER IN ENTERING INTO THIS CONTRACT.
MISCELLANEOUS: Advertiser agrees to the following: (a) Advertiser will not represent to any third party that LocalTel approves or endorses any product or service of Advertiser. (b) The captions and formatting appearing in this Contract are inserted only as a matter of convenience and for reference only and in no way define, limit or describe the scope and intent of this Contract or any of the provisions of this Contract. (c) This Contract may be executed in counterparts and by facsimile copies. All executed copies are duplicate originals, equally admissible in evidence. (d) This Contract shall inure solely to the benefit of LocalTel and Advertiser, and shall create no rights in any other person or entity. (e) LocalTel may assign this Contract in whole or in part, but Advertiser may not do so without LocalTel’s written consent, which will not be unreasonably withheld. (f) Sections 16, 17, 18, 19, 20, 21 and 22 shall survive the termination or cancellation of this Contract.