Pembroke Pines, FL
United States
Mon - Fri: 9:00 AM - 6:00 PM
Sat: 10:00 AM - 4:00 PM
Sun: Closed
Ready to grow your business with pay per call marketing?
Start Your Campaign"Action" refers to any qualifying event, occurrence, or activity that triggers Call Pixel Media LLC's responsibility to compensate a Publisher with a Fee or portion thereof, as specified in the Insertion Orders, Marketing Offers, and/or promotional Campaigns. These events may encompass clicks, consumer leads, sales transactions, user registrations, qualified phone calls, call routing requests, form submissions, customer inquiries, conversions, impressions, or other specified events relevant to a particular Campaign type.
"Advertisement" or "Ad" encompasses any promotional material, including all Creative content.
"Advertiser" designates the business entity, along with its members, executives, directors, shareholders, staff, contractors, representatives, and agents, that wishes to participate in a Campaign and/or market an Offer designed to sell, advertise, or promote their products or services as outlined in their Insertion Orders.
"Publisher" or "Affiliate" refers to each independent third-party individual, business, or entity functioning as an advertising publisher or affiliate within the Call Pixel Media LLC network platform that controls advertising inventory, promotional links, email newsletters, websites, contact databases, consumer leads, or other promotional channels utilized for advertising or marketing campaigns and offers for Advertisers within the Call Pixel Media LLC Network Platform. Publishers earn compensation for directing web traffic, site visitors, users, phone callers, or potential customers to an Advertiser's Offer, website, landing destination, product, or service.
"Campaign" means the distinctive arrangement of an Advertiser's Marketing Offers designed to sell, advertise, or promote an Advertiser's products or services as specifically outlined in the Insertion Orders, serving as the foundation for Publishers to generate prospective customers for an Advertiser's website, products, or services.
"Confidential Information" encompasses any proprietary data shared by either Party with the other, whether directly or indirectly, in any format, including written, verbal, and electronic information that holds commercial and strategic value in the Disclosing Party's operations and is private in nature. This includes business intelligence, financial records, customer information, supplier relationships, product development strategies, forecasts, strategic plans, proprietary secrets, partnership details, customer relationships, technical specifications, and business information—whether oral or visual—identified as confidential at disclosure or that should reasonably be considered confidential given the disclosure circumstances.
"Creative," "Ad," "Advertisement," or "Content" signifies the promotional and creative materials provided, produced, or developed by the Advertiser, including product or service descriptions, visual graphics, imagery, brand logos, and written copy.
"Fee" represents the compensation paid to a Publisher by Call Pixel Media LLC, pursuant to this Agreement, which may be earned through an Action as specified in the Insertion Orders. Call Pixel Media LLC processes payments from Advertisers to Publishers for Actions they generate that are acquired by the Advertiser.
"Incentivized" describes an advertising approach where an online visitor or user receives something valuable, such as rewards, monetary compensation, gift cards, digital currency, or physical gifts, in return for completing an action, registering, or purchasing a product or service.
"Insertion Order" or "IO" means the executed agreement that outlines all specifications regarding the Advertisement or Campaign, including compensation arrangements with Call Pixel Media LLC, visual assets, and other details. Each IO will be sequentially numbered and, upon execution by both Parties, becomes incorporated into and forms part of this Agreement. Should any conflict arise between this Agreement and any IO, the provisions of the applicable IO shall take precedence.
"Laws" encompasses all relevant statutes, regulations, ordinances, legal requirements, and guidelines in every jurisdiction where a Publisher operates, including those pertaining to consumer protection; unfair, fraudulent, false, or deceptive advertising practices; domain squatting; intellectual property infringement; privacy rights; publicity rights; website accessibility; the Federal Trade Commission Act and related FTC regulations; state equivalents of the FTC Act; Florida Chapter 501 statutes; the CAN-SPAM Act of 2003; the Telephone Consumer Protection Act; National Do Not Call Registry regulations; state Do Not Call requirements; FTC Telemarketing Sales Rule; state telemarketing statutes in Florida, New York, Oklahoma, Washington, and other jurisdictions; Federal Reserve Regulation E; Truth-in-Lending Act; Equal Credit Opportunity Act; Fair Credit Reporting Act; Gramm-Leach-Bliley Act; Consumer Financial Protection Bureau rules; Federal Communications Commission regulations; and FTC Guidelines on Endorsements and Testimonials in Advertising, as amended.
"Lead" signifies consumer data collected from an individual responding to a Campaign.
"Mobile" refers to promotional or advertising methods displayed on mobile communication devices.
"Network" or "Platform" - Call Pixel Media LLC operates a technology-driven pay-per-call network platform functioning as an intermediary through which independent businesses and service providers (Advertisers) can bid on incoming consumer call leads generated by independent third-party media Publishers who have enrolled in the Call Pixel Media LLC network. Call Pixel Media LLC processes payments from Advertisers to Publishers for the incoming calls and leads they generate that Advertisers purchase. Call Pixel Media LLC does not market or sell products or services to consumers and does not create or distribute consumer-targeted advertisements for itself or on behalf of Advertisers. Publishers or Advertisers develop the Advertisements that generate consumer calls or leads (Actions), which are then directed through Call Pixel Media LLC's technology platform to the highest-bidding Advertisers, and Publishers receive payment for the calls they generate that are purchased by Advertisers.
"Network Site(s)" designates the specific web location, platform, and systems hosting the Network operated by Call Pixel Media LLC, such as tracking and management platforms.
"Offer" means the specific advertising proposition, website destination, or landing page for an Advertiser's products or services linked to a Campaign, which may be outlined in the Insertion Orders.
"Publisher E-mail" refers to electronic mail communications utilized in a Campaign by a Publisher, including messages sent to email addresses in the Publisher's database and any associated databases owned, operated, or controlled by the Publisher to fulfill the Services under this Agreement.
"Publisher Website" encompasses any website, content, or materials published, owned, operated, or controlled by a Publisher used to perform the Services under this Agreement.
"Services" means the services provided by Call Pixel Media LLC by offering a Network Platform that enables Advertisers to bid on and acquire calls and leads (Actions) generated by the Network's Publishers according to the terms of the Advertiser and Publisher Agreements.
"Site" refers to the website at callpixelmedia.com through which the Services are accessed.
Fee Calculation. Advertisers shall compensate Call Pixel Media LLC for Services according to the specified Campaign model (such as pay-per-click or cost-per-action) and the associated Fee structure outlined in the Insertion Orders for each qualifying Action generated by Network Publishers throughout the Campaign duration. Call Pixel Media LLC will monitor all relevant Actions for the Advertiser's Campaign, and Advertisers shall pay for all Actions tracked by Call Pixel Media LLC. Campaign metrics and information compiled by Call Pixel Media LLC, including data, figures, and calculations regarding Actions (collectively "Campaign Metrics"), will be tracked and computed by Call Pixel Media LLC using industry-standard tracking technology and shall be conclusive and binding on the Advertiser. Advertisers must not alter or interfere with Call Pixel Media LLC's tracking mechanisms in any manner. Furthermore, Advertisers shall maintain comprehensive records and track all Actions for their Campaign, which must be furnished to Call Pixel Media LLC upon request to verify the total number of Actions related to the Campaign. In such instances, the Advertiser shall be responsible for the higher count of Actions tracked by either Call Pixel Media LLC or the Advertiser. Any inquiries, objections, or concerns regarding Campaign Metrics must be submitted by the Advertiser in writing within fourteen (14) calendar days of initial appearance in the tracking system; otherwise, the Campaign Metrics will be considered accurate and approved by the Advertiser for determining the Fee due.
Campaign Limitations. If explicitly stated in the Insertion Orders, Call Pixel Media LLC may establish a cap or restriction on the quantity of Actions or other Services delivered to the Advertiser (the "Cap"). The Cap amount shall be clearly specified in the Insertion Orders and may be requested by the Advertiser or determined by Call Pixel Media LLC at its sole discretion. If an Advertiser wishes to adjust or remove the agreed Cap following execution of the Insertion Orders, the Advertiser must notify Call Pixel Media LLC in writing of their intention to modify such Cap, and the Parties shall execute a new or amended Insertion Order specifying the revised Cap for it to become effective. If no Cap is specified in the Insertion Orders, there shall be no restriction on the Services, including the number of Actions and associated Fees payable to Call Pixel Media LLC.
Budget Arrangements. If expressly indicated in the Insertion Orders, Advertisers shall pay all Fees for Services in advance and in complete payment (the "Budget"). The Budget amount shall be specified in the Insertion Orders, and Advertisers shall remit the Budget to Call Pixel Media LLC immediately upon executing the Insertion Orders.
Payment Procedures. Advertisers are responsible for all Fees payable to Call Pixel Media LLC, and Advertisers authorize Call Pixel Media LLC to deduct such amounts from any pre-funded Budget, advance payment, or deposit where applicable. Should the Fees generated by the Advertiser's Campaign exceed the applicable pre-funded Budget, advance payment, or deposit, Call Pixel Media LLC shall issue invoices to the Advertiser. Advertisers shall remit all invoiced amounts on or before the due date specified in each Call Pixel Media LLC invoice. Advertisers shall submit timely payment for all Fees due to Call Pixel Media LLC for Services in accordance with the Insertion Orders, invoice due dates, and these Terms. Advertisers shall make all payments via cash, cash equivalents, credit card, wire transfer, check, ACH Debit, electronic funds transfer, Automatic Recurring ACH Debit, or any other payment method mutually agreed upon in writing, and in US dollars. Advertisers shall pay interest on all overdue payments at the lesser of 1.5% per month or the maximum rate permitted under applicable law, calculated daily and compounded monthly. Advertisers shall reimburse Call Pixel Media LLC for all costs incurred in collecting overdue payments, including reasonable attorney's fees. In addition to all other remedies available under this Agreement or at law, Call Pixel Media LLC may suspend or terminate the Campaign and Services if the Advertiser fails to pay amounts when due. Advertisers may not withhold payment of any amounts due and payable by reason of any offset, claim, or dispute with Call Pixel Media LLC.
Automatic Recurring Payments. At any time before or during a Campaign, Call Pixel Media LLC may require that the Advertiser complete an Authorization form explicitly authorizing Call Pixel Media LLC to process automatic, recurring, and instant fund withdrawals from the Advertiser's designated financial or credit account to satisfy all ongoing prepayment and payment obligations to Call Pixel Media LLC under these Terms and any Insertion Orders. By completing the Authorization, the Advertiser authorizes Call Pixel Media LLC to automatically deduct payments from a bank account (via ACH), credit card, or other financial account, and hereby provides express permission to utilize the payment method selected in the Authorization. If automatic billing is declined, expired, or returned, Call Pixel Media LLC may automatically process any previously successful automatic billing or account on file. If any payment is declined, charged back, or fails for any reason, the Advertiser shall reimburse Call Pixel Media LLC for all charges incurred as a result of the failed payment, in addition to satisfying payment obligations for the Services. Call Pixel Media LLC may suspend Services until these charges are reimbursed. The Advertiser agrees to indemnify, defend, and hold Call Pixel Media LLC harmless for any error by the Advertiser, Call Pixel Media LLC, or any financial institution with respect to such deductions or charges. Call Pixel Media LLC reserves the right to reject or terminate the Advertiser's participation in Automatic Recurring Payments at any time at its sole discretion.
Billing Details. Advertisers agree to provide Call Pixel Media LLC with accurate billing and contact information and to update this information within fifteen (15) days of any changes. Call Pixel Media LLC shall not be liable to the Advertiser or any third party for any claim resulting from the Advertiser's failure to provide accurate billing information as requested by Call Pixel Media LLC or required under these Terms.
Claims and Disputes. Advertisers must submit in writing any claims or disputes regarding the Services or any charge to their account to Call Pixel Media LLC within seven (7) days of such claim, dispute, charge, or invoice; otherwise, the Advertiser shall have permanently waived such claim or dispute, and the charge or invoice will be final and not subject to dispute.
Refund Policy. Advertisers acknowledge that their payment obligations to Call Pixel Media LLC for Services are not dependent upon the overall success of the Advertiser's Campaign. All funds paid or owed to Call Pixel Media LLC by the Advertiser for Services are non-refundable.
Credit Assessment. Call Pixel Media LLC may require a credit evaluation from the Advertiser at its sole discretion. Advertisers hereby consent to all such credit evaluations by Call Pixel Media LLC and shall provide all information and take all actions reasonably required by Call Pixel Media LLC to conduct credit evaluations, including completing Call Pixel Media LLC's standard credit evaluation form. Call Pixel Media LLC reserves the right to suspend or cancel Services and terminate the Agreement immediately, without further notice to the Advertiser, if the Advertiser refuses to comply with this Section.
Creative Materials. Advertisers and/or Publishers shall at all times create, develop, and bear sole responsibility for all Creative materials for an Offer or Campaign. Under no circumstances shall Call Pixel Media LLC be responsible for providing, developing, creating, or determining the accuracy, validity, appropriateness, or legality of Advertiser or Publisher Creative materials, as well as the Advertiser's products or services marketed through the Services. All Creative materials must not violate any third-party rights. Creative materials must not include any information or content that is unlawful, unfair, deceptive, misleading, false, unsubstantiated, or otherwise fails to comply with all applicable Laws. Call Pixel Media LLC shall have no liability for claims arising from any information or content created by third parties, including Creative materials created, developed, or used by Publishers and Advertisers. Call Pixel Media LLC does not warrant the validity, legality, or accuracy of such Creative materials, does not exercise editorial control over such Creative materials, and does not assume any legal obligation for editorial oversight of Publisher and Advertiser Creative materials, including any responsibility for investigating or verifying the accuracy of any content or information contained in such Creative materials.
Legal Compliance. Advertisers represent, warrant, and promise that all of their products, services, Creative materials, Offers, and Campaigns shall at all times comply with all Laws. Additionally, Advertisers shall not use any third party's intellectual property, copyrights, trademarks, trade names, service marks, or brand names without the express written consent of Call Pixel Media LLC and the third-party owner. Advertisers acknowledge and agree that Call Pixel Media LLC shall not have the ability to control, oversee, supervise, monitor, or manage the Advertiser's products or services that are the subject of the Campaign, including the creation, development, performance, or distribution of Offers, Campaigns, and Creative materials. Call Pixel Media LLC shall not be required to verify or confirm the accuracy or legality of Advertiser actions or inactions with respect to the Services being provided. As a result, Advertisers shall rely solely upon their own independent legal counsel, experts, and compliance consultants to ensure strict compliance with all applicable Laws at all times. Therefore, Advertisers agree to implement all necessary and adequate compliance controls and measures to ensure compliance with these Terms and all Laws before creating, developing, or publishing Creative materials, before engaging Call Pixel Media LLC's Services, and before marketing their products and services through Call Pixel Media LLC's Network. Call Pixel Media LLC relies on the Advertiser's material representations, warranties, and promises contained in these Terms, and Advertisers agree that Call Pixel Media LLC shall not be liable, and Advertisers shall indemnify, defend, and hold Call Pixel Media LLC harmless for any violation of these Terms or Laws in any way related to the Services, Creative materials, and Campaigns.
Authorization. Advertisers represent and warrant that they are qualified and licensed to conduct business and are in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; Advertisers have the full right, power, and authority to enter into this Agreement and to perform their obligations hereunder; Advertisers have taken all necessary corporate action to authorize the execution of this Agreement by their representative whose signature appears at the end hereof and who is authorized to bind the Advertiser to all terms of this Agreement; and when executed and delivered by the Advertiser and/or their representative, these Terms will constitute the legal, valid, and binding obligation of the Advertiser, enforceable against the Advertiser in accordance with its terms.
Advertisers acknowledge that there is potential for fraud by third parties, which is beyond the control of Call Pixel Media LLC, and that Advertisers shall promptly and immediately report any instances of fraud. The term "fraud" includes invalid leads, which are leads that do not generate genuine consumer interest in an Advertiser's campaign or offer, whether or not resulting from any wrongdoing by the Publisher in generating the lead or the consumer in providing their information in response to a Publisher's advertisement or lead form. As a result, Advertisers agree that Call Pixel Media LLC shall not be liable for any instances of fraud by third parties, such as end users or consumers, and Advertisers agree to pay Call Pixel Media LLC in full for Services performed under this Agreement, notwithstanding any alleged, potential, or actual fraud committed by third parties. Advertisers further understand that Call Pixel Media LLC implements policies and procedures to reduce and combat fraud, and should Call Pixel Media LLC discover fraud, it reserves the right to immediately terminate the Services and Agreement if necessary, in addition to pursuing additional legal remedies. Although Call Pixel Media LLC implements policies and procedures to reduce and combat fraud, without sufficient proof of fraud as determined by Call Pixel Media LLC, Advertisers shall remain obligated to pay Call Pixel Media LLC for Services performed under this Agreement.
Call Pixel Media LLC grants Advertisers a revocable, non-transferable, non-sublicensable, non-exclusive limited license to participate in the Network and use the Network Sites and any data, reports, information, or analyses arising from such use (the "Site Data") solely for the purpose of utilizing the Services hereunder and subject to these Terms and the applicable Offer or Campaign. Advertisers acknowledge and agree that they do not have, nor will they claim, any right, title, or interest in the Network Site software, applications, data, business methods, or any elements thereof, or any content or information provided on the Network Sites. Advertisers may only access the Network Sites via web browser, email, or in a manner approved by Call Pixel Media LLC. Advertisers shall not alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network Sites and their tags, source codes, links, pixels, modules, or other data provided by or obtained from Call Pixel Media LLC that allows Call Pixel Media LLC to measure ad performance, track data or Actions, and provide its Services. Additionally, Advertisers acknowledge that all Confidential Information, non-public information, data, and reports received from Call Pixel Media LLC hereunder or as part of the Services hereunder is proprietary to and owned by Call Pixel Media LLC. If instructed to do so by Call Pixel Media LLC and/or if the Advertiser is terminated by Call Pixel Media LLC, the Advertiser shall immediately destroy and discontinue use of any and all Call Pixel Media LLC data, including Network Sites, all Confidential Information, and any other material owned by Call Pixel Media LLC or its clients and Publishers.
Either Party may terminate this Agreement and any particular Insertion Orders at any time by delivering to the other Party no less than forty-eight (48) hours' advance written notice of the terminating Party's intention to terminate. No termination shall be effective, and the Agreement shall remain in full force and effect, until forty-eight (48) hours have elapsed from the time the other Party receives the terminating Party's notice of termination. Advertisers shall continue to be obligated to pay for all Actions and associated Fees generated by the Campaign during the forty-eight (48) hour period until termination becomes effective. Upon termination or expiration of the Agreement for any reason, Advertisers shall: pay Call Pixel Media LLC for all outstanding amounts then due and owing in accordance with the terms of the Agreement; and continue to perform their obligations under the provisions of the Agreement that are expressly intended to survive or that may reasonably be expected to survive termination or expiration of the Agreement.
Advertisers understand and agree that Call Pixel Media LLC will permit the Advertiser to utilize the Services and participate in the Network, subject to the Advertiser's compliance with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any policies established by Call Pixel Media LLC from time to time, which are hereby expressly incorporated by reference in these Terms. Should the Advertiser fail to comply with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any Call Pixel Media LLC policies, Call Pixel Media LLC may immediately suspend or terminate the Services and the Advertiser's participation in the Network without notice, effective immediately, which includes suspending or terminating a Campaign and removing any of the Advertiser's Creative materials. In the event of suspension or termination of the Advertiser, the Advertiser shall pay Call Pixel Media LLC for all outstanding amounts then due and owing in accordance with the terms of the Agreement, and Call Pixel Media LLC will have no further obligation to the Advertiser.
Non-Disclosure Obligations. It is anticipated that the Parties may disclose or deliver certain trade secrets, proprietary information, data, and Confidential Information belonging to them, their Advertisers, Publishers, customers, or affiliates to each other during the term of this Agreement. "Confidential Information" includes all proprietary or business-sensitive information, whether oral, written, graphic, machine-readable, or tangible form, whether or not registered, including all notes, plans, records, documents, computer programs and software, and other evidence thereof, including without limitation: methods, know-how, strategies, patents, patent applications, copyrights, trademarks, trade names, service marks, trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, procurement and sales activities or methods, promotion and pricing techniques, credit and financial data, campaign data, and other information, data, and documents now existing or to be created by the Parties, regardless of whether such information, data, or documents qualify as a "trade secret" under applicable federal or state law. The Parties wish to ensure that the information exchanged is treated in the strictest confidence, and the Parties agree to treat all information they receive from the other Party in the strictest confidence from third parties unless either Party has the written consent of the other Party to disclose their respective Confidential Information. Accordingly, the Parties agree not to disclose any Confidential Information to any unauthorized person and promise not to use any Confidential Information for any purpose other than in connection with the subject matter contained in the Agreement. Upon termination or expiration of the Agreement for any reason, with or without cause, upon written request, the Parties shall immediately surrender and turn over to the other Party all proprietary and Confidential Information in their possession. Confidential Information does not include any information that becomes generally known to and available for use by the public or was previously known to the recipient of the Confidential Information, other than if the disclosure is because of any unauthorized or wrongful conduct or by any acts or omissions of the recipient of the Confidential Information.
Disclosure Procedures. If either Party becomes legally compelled to disclose any Confidential Information belonging to the other Party to any third party, including by way of a court order, subpoena, or civil investigation demand, the Party being compelled to disclose Confidential Information (the "Recipient") shall provide the other Party: (1) prompt written notice, no more than five days from receipt of any request for disclosure, so that the other Party may seek, at its sole cost and expense, a protective order or other remedy prior to such disclosure; and (2) reasonable cooperation and assistance, at the other Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure prior to such disclosure by the Recipient. If, after providing such notice and assistance as required herein, the Recipient remains required by law to disclose Confidential Information, the Recipient shall disclose no more than that portion of the Confidential Information which, on the advice of Recipient's legal counsel, the Recipient is legally required to disclose, and upon the other Party's request, the Recipient shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information shall remain confidential and protected from disclosure.
Injunctive Relief. The Parties recognize that each Party has legitimate business interests to protect, and as a consequence, each Party and its principals agree to the restrictions contained in this Agreement because they further each Party's legitimate business interests. The Parties acknowledge and agree that damages in the event of a breach or threatened breach of the covenants contained in this Agreement will be difficult to determine and the non-breaching Party will not have an adequate remedy at law. Therefore, the Parties agree that they may, in addition to seeking actual damages, seek specific enforcement of the covenants set forth in this Agreement in any court of competent jurisdiction, including by the issuance of a temporary or permanent injunction, without notice and without the necessity of a bond. The Parties agree that the covenants in this Agreement are reasonable, including the period of time, scope, and geographical area. However, should any court determine that any provision is unreasonable, the Parties agree that the covenants should be interpreted and enforced to the maximum extent such court deems reasonable under applicable law. The Parties' obligations contained in this Section shall survive the termination of the Agreement for any reason.
Non-Circumvention. Publishers recognize that Call Pixel Media LLC may have proprietary relationships with its Advertisers, and Publishers agree not to circumvent Call Pixel Media LLC's relationships with Advertisers or Publishers, or to otherwise solicit, purchase, contract for, or obtain Services similar to the Services performed by Call Pixel Media LLC hereunder from any of Call Pixel Media LLC's Advertisers or Publishers that are known, or should reasonably be known, by Advertisers or Publishers to have such a relationship with Call Pixel Media LLC. Notwithstanding the foregoing, to the extent that Advertisers or Publishers can demonstrate that any such Advertisers or Publishers already provided such Services to the Publisher prior to the date of the first Insertion Order executed by the Parties, then Advertisers or Publishers shall not be prohibited from continuing such relationship. Advertisers or Publishers agree that monetary damages for breach or threatened breach of this Section will not be adequate and that Call Pixel Media LLC shall be entitled to injunctive relief (including temporary and preliminary relief) without the requirement to post a bond, in addition to any other available legal remedies or damages.
Advertisers agree to defend, indemnify, and hold harmless Call Pixel Media LLC and its affiliates and their respective members, managers, directors, officers, employees, and agents (collectively "Indemnitees") from any and all actions, suits, claims, demands, investigations, obligations, debts, losses, damages, liabilities, penalties, injury, costs, and expenses (including reasonable attorneys' fees and amounts paid in settlement) (collectively "Indemnified Losses") incurred or suffered by one or more of the Indemnitees by reason of or arising out of any of the following: (a) Advertiser's breach of or failure to perform any of its respective covenants or obligations set out in this Agreement or applicable Insertion Orders, (b) Advertiser's Creative materials, Ads, or Ad Content, (c) Advertiser's negligence, acts, errors, or omissions, or (d) any products or services linked to Advertiser's Creative materials, Ads, or Ad Content. Advertisers agree to defend and/or reimburse Indemnitees on demand for any Indemnified Losses suffered by Indemnitees. If any action is brought against Indemnitees with respect to any allegation for which indemnity or defense may apply hereunder, Indemnitees will notify the Advertiser of any such claim of which it becomes aware and will (i) provide reasonable cooperation to the Advertiser at the Advertiser's expense in connection with the defense or settlement of any such claim and (ii) be entitled to participate at its own expense in the defense of any such claim. Advertisers shall not acquiesce to any judgment or enter into any settlement that adversely affects Indemnitees' rights or interests without the prior written consent of Indemnitees.
CALL PIXEL MEDIA LLC PROVIDES ITS SERVICES AND THE SERVICES OF ITS PUBLISHERS AND PARTNERS AS PERFORMED HEREUNDER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY OF THE SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY OF CALL PIXEL MEDIA LLC'S SERVICES, CALL PIXEL MEDIA LLC'S SOLE OBLIGATION WILL BE TO RESTORE THE SERVICES AS SOON AS PRACTICABLE. CALL PIXEL MEDIA LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN NO EVENT SHALL CALL PIXEL MEDIA LLC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR INTERRUPTION OF BUSINESS, LOSS OF USE, LOST BUSINESS, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR THE LIKE (EVEN IF CALL PIXEL MEDIA LLC WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR INSERTION ORDERS, OR ADVERTISER'S USE OF CALL PIXEL MEDIA LLC'S SERVICES OR NETWORK SITES. UNDER NO CIRCUMSTANCES SHALL CALL PIXEL MEDIA LLC BE LIABLE TO ADVERTISER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY CALL PIXEL MEDIA LLC FROM ADVERTISER UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR INJURY THAT GAVE RISE TO LIABILITY. CALL PIXEL MEDIA LLC SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT, ACTION, INACTION, OR FRAUD OF THE ADVERTISER, PUBLISHERS, SUB-PUBLISHERS, ONLINE USERS, OR ANY THIRD PARTIES.
Each restrictive covenant set forth in this Agreement shall be construed as a covenant independent of any other covenant or provision of this Agreement between the Parties, and the existence of any claim or cause of action against Call Pixel Media LLC, whether predicated upon another covenant or provision of the Agreement or otherwise, shall not constitute a defense to the enforcement by Call Pixel Media LLC of any other covenant in this Agreement.
All notices shall be sent to the addresses submitted by the Advertiser when enrolling, registering, or creating an account with Call Pixel Media LLC, or when using Call Pixel Media LLC's Network Sites or Services, by certified mail, facsimile, electronic mail, or courier. Call Pixel Media LLC's Services are conducted and provided electronically. Therefore, Advertisers agree that Call Pixel Media LLC may communicate electronically with Advertisers with respect to any and all matters relating to the Services.
Each provision of the Agreement reasonably intended by its terms to survive termination or expiration of the Agreement, including but not limited to Sections 2, 4, 5, 7, 8, 9, and related provisions, shall so survive.
In the event of any dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, whether incurred before suit, during suit, or at the appellate level, including all attorneys' fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as all attorneys' fees and costs determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable costs to which the prevailing party is entitled shall include all costs that are taxable under any applicable statute, rule, or guideline, as well as all non-taxable costs, including but not limited to costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable under any applicable statute, rule, or guideline.
EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY CAMPAIGN, OFFER, INSERTION ORDERS, OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO.
This Agreement will be governed and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles, and all federal law. In the event of any dispute between the Parties arising from this Agreement, including Insertion Orders, Advertisers agree to submit to exclusive jurisdiction and venue in the courts of Broward County, Florida. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Advertisers may not assign this Agreement without the prior written consent of Call Pixel Media LLC. The Parties' rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, and joint administrators and assigns. The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. This Agreement, including the Parties' Insertion Orders between the Parties, sets forth the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties as to the subject matter hereof. Except as otherwise set forth herein, only a writing signed by both Parties may change this Agreement or any Insertion Orders. In the event the terms of any Insertion Orders and these Terms conflict, the Insertion Orders will govern only with respect to the duration of the Services, Fees, invoicing, and payment terms; otherwise, these Terms shall govern and control. Call Pixel Media LLC's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The terms of this Agreement, together with any additional terms contained in any Insertion Orders, comprise the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
Publishers acknowledge and agree that they must obtain official approval from Call Pixel Media LLC before they may become an approved Publisher and participate in the Network, Campaigns, and/or Offers, access the Network Sites, and before they may receive payment of Fees. If approved, Publishers will be issued a unique username and password to access the Network Sites, neither of which may be used by any person other than the Publisher. Publishers agree not to disclose such username and password to any other person or entity and agree to keep such information strictly confidential. In order to be eligible to become an approved Publisher, receive Fees, and maintain an active Publisher status with the Network, unless otherwise expressly agreed to in the Insertion Orders, Publishers must at all times meet the following criteria:
(a) Publishers may be required to submit the completed Publisher Record Form, Publisher Payment Terms form, and Direct Deposit Form, any applicable vendor questionnaires, and maintain updated contact and payment information at all times with Call Pixel Media LLC.
(b) Publishers shall remain qualified and licensed to do business and in good standing in every jurisdiction where such qualification or licensing is required for purposes of providing Services under this Agreement.
(c) Publishers must have the full right, power, and authority to enter into this Agreement and to perform their obligations under the Agreement; Publishers must have taken all necessary corporate action to authorize the execution of this Agreement by their representative who has approved or executed these Terms and who is authorized to bind the Publisher to all terms of the Agreement.
(d) Publishers shall comply with all Laws as defined herein.
(e) Publishers shall not provide any form of Incentivized traffic unless Call Pixel Media LLC provides prior written approval.
(f) Publishers shall not in any way modify, alter, misrepresent, or exaggerate the Offer or any part of the Offer.
(g) Publisher Websites, Publisher E-mails, and all Creative materials shall contain legitimate content, substance, and material, not simply a list of links or advertisements.
(h) Publisher Websites, Publisher E-mails, and all Creative materials shall contain the appropriate and approved language in accordance with these Terms, the Offer, Campaign, and Insertion Orders.
(i) Publisher Websites, Publisher E-mails, and all Creative materials shall not use misleading or deceptive negative option billing offers, services, or programs, and any negative option billing shall not hide or deceptively place cancellation or key terms in fine print.
(j) Publisher Websites, Publisher E-mails, and all Creative materials shall not contain spawning process pop-ups and exit pop-ups.
(k) Publisher Websites, Publisher E-mails, and all Creative materials shall not use the Advertiser's brand terms, trademarks, trade names, or any other intellectual property of the Advertiser without the written consent of the Advertiser and Call Pixel Media LLC.
(l) Publisher Websites, Publisher E-mails, and all Creative materials shall not contain offensive, bogus, fake, false, unfair, deceptive, untruthful, unsubstantiated, fabricated, fraudulent, or misleading reports, claims, news sites, claims of independent testing or results, consumer comments, testimonials, medical advice, approvals, or recommendations.
(m) Publisher Websites, Publisher E-mails, and all Creative materials shall not promote nor contain any racial, ethnic, political, hate-mongering, investment, money-making opportunities, advice not permitted by law, violence, profanity, obscene or sexually explicit content, defamatory, tortious, or threatening content, private or confidential information of another person, unauthorized branding or brand names, materials that impersonate any person or entity, unauthorized endorsements, promotions of illegal activities, substances, drugs, terrorism, crimes, software piracy, hacking, or explosives; any material that contains spyware, adware, spamware, mail bomb, software viruses, computer code, files, or Campaigns designed to interrupt, destroy, or limit the functionality of any network, computer software or hardware, or telecommunications equipment; software or processes that harvest or collect personal identifiable or confidential information of another person or entity without consent; material that otherwise infringes upon the rights of any third parties including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy, violation of any anti-discriminatory law or regulation, or any other right of any person or entity; material that violates the CAN-SPAM Act of 2003 as amended; or contain material or content related to any illegal activity whatsoever (including any violations of Laws as defined herein).
(n) Publishers shall not market to third-party lists without Call Pixel Media LLC's prior written approval.
(o) Before sending any E-mails, Publishers shall obtain express consent of all E-mail recipients, comply with all suppression lists, and shall maintain all records evidencing recipient consent or compliance with suppression lists. These records shall include, but shall not be limited to, each recipient's e-mail address, first and last name, physical address if known, opt-in date, and registration source. Publishers shall produce such records to Call Pixel Media LLC immediately upon request, and Publishers shall be obligated to download and comply with all suppression lists as such lists are updated on the Network Sites.
(p) Publishers shall comply with all caps or limitations on the volume of Actions or Leads that may be stated in the Insertion Order or as may be set by Call Pixel Media LLC during the course of a Campaign (including instructions to reduce or pause traffic). In no event shall Call Pixel Media LLC be liable for any Actions or Leads delivered in excess of any stated caps or limitations.
Call Pixel Media LLC will permit Publishers to participate in the Network subject to compliance with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any policies established by Call Pixel Media LLC from time to time, which are hereby expressly incorporated by reference in these Terms. Publishers shall permit Call Pixel Media LLC to audit their books and records upon two (2) business days' prior written notice to ensure Publisher compliance with these terms.
Should Publishers fail to comply with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any of Call Pixel Media LLC's policies, Call Pixel Media LLC may immediately suspend or terminate the Publisher's participation in the Network without notice, effective immediately, which includes but is not limited to deactivating and eliminating the Publisher's access to the Network and removing any of the Publisher's Creative materials. In the event of suspension or termination of a Publisher, Call Pixel Media LLC may in its sole discretion cease any future payment of Fees without any further obligations to the Publisher.
Publishers may engage Sub-Publishers to perform the Services, provided that:
(a) The Publisher has obtained prior approval from Call Pixel Media LLC to engage Sub-Publishers, and all Sub-Publishers must at all times meet the criteria set forth in Section 1 above.
(b) Sub-Publisher tracking is set up to track on a Sub-Publisher level, allowing Call Pixel Media LLC to track and verify all Actions.
(c) Sub-Publishers at all times comply with all the terms and conditions that are applicable to Publishers under these Terms and the Insertion Orders.
(d) Sub-Publishers, in the opinion of Call Pixel Media LLC, are not likely to bring the reputation, goodwill, or standing of Call Pixel Media LLC into disrepute or are otherwise unsuitable.
(e) Publishers remain solely responsible and assume all responsibility for the actions or inactions of Sub-Publishers in performing the Services required by the Publisher under this Agreement.
At all times, Call Pixel Media LLC reserves the right to approve or reject any Sub-Publisher and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Publishers shall be solely responsible for and shall fully and unconditionally indemnify, defend, and hold Call Pixel Media LLC harmless for all actions or inactions of any of their Sub-Publishers, including the payment of Call Pixel Media LLC's attorney's fees and costs at the trial and appellate levels if necessary. If Call Pixel Media LLC grants approval to a Publisher's Sub-Publisher, notices to the Publisher shall be deemed adequate notice to that Publisher's approved Sub-Publishers. Publishers agree that Call Pixel Media LLC shall never have any obligation to a Sub-Publisher to make any payment to the Sub-Publisher, including the payment of any Fees due for a Campaign or under this Agreement, and Publishers agree that even when utilizing an approved Sub-Publisher, Publishers remain responsible to ensure that each Sub-Publisher is properly set up for tracking and testing so that Call Pixel Media LLC may track and verify all Actions. Call Pixel Media LLC reserves the right to withhold or refuse payment to Publishers in the event that any of their Sub-Publishers breach the terms of the Offer or this Agreement.
Publishers represent and warrant, on behalf of themselves and their sub-publishers, and agree that with respect to any marketing and promotion of an Offer through a Call Center or SMS Marketing:
(a) Publishers shall (i) complete a Call Vendor Questionnaire; (ii) provide all Call Center telephone scripts and recordings associated with any Offer along with Publisher's compliance policies and procedures immediately upon Call Pixel Media LLC's request; (iii) comply with Call Pixel Media LLC's compliance policies; (iv) upload to Call Pixel Media LLC's compliance tracking and monitoring system all telephone calls recorded by the Publisher that are associated with an Offer; and (v) ensure that all verbal discussions and communications between the Publisher and any consumer that are associated with an Offer and conducted through a Call Center must be recorded or documented in accordance with the requirements and guidelines established by Call Pixel Media LLC and uploaded to Call Pixel Media LLC's compliance tracking and monitoring system or as otherwise instructed by Call Pixel Media LLC.
(b) They are knowledgeable about the requirements of applicable foreign, domestic, federal, state, and local statutes, laws, ordinances, rules and regulations, carrier codes of conduct and industry standards, including without limitation the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. ("TCPA"), the Telemarketing Sales Rule, federal and state Do Not Call rules and registries, state telemarketing laws and regulations, the Mobile Marketing Association's U.S. Consumer Best Practices for Messaging and the CTIA's Messaging Principles & Best Practices (collectively "TCPA Rules and Standards"), and that their marketing and other practices are fully compliant with and will not violate any TCPA Rules and Standards.
(c) They have a compliance program in place to prevent any violation of such TCPA Rules and Standards, including scrubbing contacts on any governmental or industry do not call registries.
(d) Publishers will not make any calls without the prior express consent of the receiving party to receive calls specifically from the sender. For SMS or text messages, express consent requires disclosure of the company name, message types and frequencies, customer support (HELP) and opt-out (STOP) instructions, disclosure that messaging and data rates may apply, and a reference to a website where the complete terms and conditions and relevant privacy policy are available for viewing. Consents must not be pre-checked, and the first message should be a confirming message restating the above elements.
(e) Publishers and their sub-publishers shall obtain compliant opt-in records and shall maintain the same for at least two years.
(f) Publishers and their sub-publishers are prohibited from using any automatic telephone dialing systems, including robocalls and robocall "blasts," or any other automated system to any telephone number assigned to a paging service, cellular telephone service, specialized mobile radio service, or any service for which the receiving party is charged for the calls.
(g) Publishers and their sub-publishers shall not place, or cause to be placed, any calls outside of the hours established by federal time-of-day requirements.
(a) Subject to Publisher compliance with these Terms, Insertion Orders, and Campaigns, Call Pixel Media LLC will pay Publishers a Fee for each qualified Action in accordance with the payment terms for each Offer, Campaign, Network Sites, and Insertion Orders. Fees will be paid to Publishers only following Call Pixel Media LLC's receipt of the Advertiser's payment of the applicable commissions and fees with respect to such Offer. Call Pixel Media LLC may, in its sole discretion and from time to time, elect to advance to Publishers part or all of the Fees prior to receipt of payment by an Advertiser, but in no event will Call Pixel Media LLC be obligated to do so. Publishers acknowledge and agree that payment of Fees may be delayed where the Publisher has not complied with these Terms and that in no case shall Call Pixel Media LLC be liable to the Publisher for any loss, costs, or expenses directly or indirectly incurred by the Publisher as the result of such delay. In no circumstance will Call Pixel Media LLC be obligated to pay Fees to a Publisher unless and until the aggregate amount of the Fees due and payable to that Publisher exceeds $2,500 weekly or $500 monthly (net 30). Fees due and payable by Call Pixel Media LLC to a Publisher will not accrue interest. No payments will be made to a Publisher unless and until, where Call Pixel Media LLC has determined in its discretion, that the Publisher has provided to Call Pixel Media LLC a Goods and Services Tax registration number, if the Publisher is a Canadian Resident and a registrant for the purposes of a Goods and Services Tax.
(b) Publishers will invoice Call Pixel Media LLC on a monthly basis at the payout rates agreed to by the Parties in the Insertion Order. The invoice will reflect delivery of final Campaign Metrics tracked by Call Pixel Media LLC pursuant to the terms of the Agreement. Call Pixel Media LLC shall make all payments to Publishers within thirty (30) days of the Invoice Date unless otherwise agreed to in writing. All payments made to Publishers do not include, and Publishers shall pay, any sales, use, or similar tax associated with such payments. Parties shall keep, maintain, and preserve, for the term of this Agreement and for two (2) years thereafter, accurate records relating to amounts due hereunder.
Billing shall be based on the tracking method set forth in the Insertion Order. Call Pixel Media LLC will track all Actions for each Campaign in real-time and will verify all Actions delivered by Publishers in order to calculate the Fees due to Publishers for their Services. Campaign statistics and data compiled by Call Pixel Media LLC, including but not limited to data, numbers, and calculations regarding Actions (collectively "Campaign Metrics"), will be calculated by Call Pixel Media LLC through the use of industry-standard tracking technology. Publishers shall not modify or otherwise interfere with Call Pixel Media LLC's tracking methods in any way. Where Call Pixel Media LLC's tracking is used, any questions, objections, or complaints regarding the Campaign Metrics must be submitted by Publishers in writing within three (3) business days of initial appearance in the tracking system; otherwise, the Campaign Metrics will be deemed to be accurate and approved by the Publisher, which shall be used to determine the Fee due to the Publisher. Where the Publisher's or a third-party tracking mechanism is used and there is a material discrepancy between Call Pixel Media LLC's Campaign Metrics and that tracked by the Publisher or other mechanism, Call Pixel Media LLC may, in its sole discretion, use its Campaign Metrics, and such measurement shall be final and binding.
Publishers shall only be paid for valid actions that meet all the criteria expressly stated for a Campaign. For lead generation campaigns, Publishers shall be paid only for leads that are (a) complete, valid, and accurate; (b) relate to an actual, living person; (c) are not duplicative; (d) are not returned by Call Pixel Media LLC's customers or advertisers; (e) are not fraudulent or generated by an automated program, incentivized by compensation or other incentives offered by the Publisher, a Sub-Publisher, or their respective employees, agents, or attributable to their respective employees, contractors, or agents; and (f) are not generated in violation of any representation, warranty, or obligation of the Publisher under this Agreement. All leads shall be the sole property of Call Pixel Media LLC, as Publishers shall not remarket to or resell any leads delivered to Call Pixel Media LLC.
Call Pixel Media LLC grants Publishers a revocable, non-transferable, non-sublicensable, non-exclusive limited license to participate in the Network and access the Network Sites and any data, reports, information, or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the Network, Campaign, and Offer hereunder and subject to this Agreement, Offers, and Campaigns. If a Publisher also maintains their own network of affiliates, such Publisher may not provide the Network to their affiliates without the prior written consent of Call Pixel Media LLC. Under such conditions, the Publisher will require their affiliates to agree to and comply with these Terms and the Insertion Orders and seek approval in accordance with Sections 1 and 2 of this Agreement. If a Publisher fails to adhere to the foregoing requirements, in addition to any other remedies available to Call Pixel Media LLC, the Publisher shall forfeit their rights to any amounts owed by Call Pixel Media LLC to the Publisher and be subject to immediate termination. Publishers acknowledge and agree that they do not have, nor will they claim, any right, title, or interest in the Network Site software, applications, data, business methods, or any elements thereof, or any content or information provided on the Network Sites. Publishers may only access the Network Sites via web browser, email, or in a manner approved by Call Pixel Media LLC. Publishers shall not alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network Sites and their tags, source codes, links, pixels, modules, or other data provided by or obtained from Call Pixel Media LLC that allows Call Pixel Media LLC to measure ad performance, track data or Actions, and provide Call Pixel Media LLC's services to Advertisers. In addition, Publishers acknowledge that all Confidential Information, non-public information, data, and reports received from Call Pixel Media LLC hereunder or as part of the Services hereunder is proprietary to and owned by Call Pixel Media LLC. If instructed to do so by Call Pixel Media LLC and/or if the Publisher is terminated by Call Pixel Media LLC, the Publisher shall immediately destroy and discontinue use of all Call Pixel Media LLC data, including Network Sites, all Confidential Information, and any other material owned by Call Pixel Media LLC or its Network Advertisers and Publishers.
(a) Publishers shall at all times create, develop, and be responsible for all Creative materials, although there may be occasions when an Advertiser develops and provides the Creative materials for the Publisher's use and distribution. The Publisher shall be solely responsible for the method by which the Creative materials are distributed. Under no circumstances shall Call Pixel Media LLC be responsible for providing, developing, creating, or determining the accuracy, validity, appropriateness, or legality of Advertiser or Publisher Creative materials. All Creative materials shall not violate any rights of any third parties with respect to the Creative materials. Creative materials shall not include any information or content that is unlawful, unfair, deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to comply with all applicable Laws. Call Pixel Media LLC shall not have any liability for claims arising from any information or content created by third parties, including the Creative materials created, developed, or used by Publishers and Advertisers. Call Pixel Media LLC does not warrant the validity, legality, or accuracy of such Creative materials, does not exercise editorial control over such Creative materials, and does not assume any legal obligation for editorial control of Publisher and Advertiser Creative materials, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such Creative materials.
(b) Publishers represent, warrant, and promise that (i) they are knowledgeable of the Laws applicable to the services to be provided to Call Pixel Media LLC and have trained their staff accordingly; and (ii) all of the Publisher's Services, Creative materials, and Campaigns shall at all times comply with all Laws. Additionally, Publishers shall not use any third party's intellectual property, copyrights, trademarks, trade names, service marks, or brand names without the express written consent of Call Pixel Media LLC and the third-party owner. Publishers acknowledge and agree that Call Pixel Media LLC shall not have the ability to control, oversee, supervise, monitor, or manage the Publisher's Services provided hereunder, including the creation, development, performance, or distribution of Offers, Campaigns, and Creative materials. Call Pixel Media LLC shall not be required to verify or confirm the accuracy or legality of the Publisher's actions or inactions with respect to the Services being provided, and as a result, Publishers shall rely solely upon their own independent legal counsel, experts, and compliance consultants to ensure strict compliance with all applicable Laws at all times. Therefore, Publishers agree that they shall implement all necessary and adequate compliance controls and measures to ensure compliance with these Terms and all Laws prior to and while providing the Services. Call Pixel Media LLC relies on the Publisher's material representations, warranties, and promises contained in these Terms, and Publishers agree that Call Pixel Media LLC shall not be liable, and Publishers shall indemnify, defend, and hold Call Pixel Media LLC harmless for any violation of these Terms or Laws in any way related to the Publisher's Services, Creative materials, and Campaigns.
(c) Publishers represent and warrant that they are qualified and licensed to do business and are in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; Publishers have the full right, power, and authority to enter into this Agreement and to perform their obligations hereunder; Publishers have taken all necessary corporate action to authorize the execution of this Agreement by their representative whose signature is set forth at the end hereof and who is authorized to bind the Publisher to all terms of this Agreement; and when executed and delivered by the Publisher and/or their representative, these Terms will constitute the legal, valid, and binding obligation of the Publisher, enforceable against the Publisher in accordance with its terms.
(d) Publishers represent and warrant that any data transmitted through Call Pixel Media LLC's services, including but not limited to personal information, marketing data, and user behavior information, is the property of the user who transmits such data. However, by utilizing Call Pixel Media LLC's services, the user grants Call Pixel Media LLC a non-exclusive, royalty-free, worldwide license to use, modify, reproduce, distribute, and display such data in any format or medium for any purpose related to the provision of Call Pixel Media LLC's services.
Call Pixel Media LLC grants Publishers a revocable, non-transferable, non-sublicensable, non-exclusive limited license to participate in the Network and access the Network Sites and any data, reports, information, or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the Network, Campaign, and Offer hereunder and subject to this Agreement, Offers, and Campaigns. If a Publisher also maintains their own network of Publishers, such Publisher may not provide the Network to their Publishers without the prior written consent of Call Pixel Media LLC. Under such conditions, the Publisher will require their Publishers to agree to and comply with these Terms and the Insertion Orders and seek approval in accordance with this Agreement. If a Publisher fails to adhere to the foregoing requirements, in addition to any other remedies available to Call Pixel Media LLC, the Publisher shall forfeit their rights to any amounts owed by Call Pixel Media LLC to the Publisher and be subject to immediate termination. Publishers acknowledge and agree that they do not have, nor will they claim, any right, title, or interest in the Network Site software, applications, data, business methods, or any elements thereof, or any content or information provided on the Network Sites. Publishers may only access the Network Sites via web browser, email, or in a manner approved by Call Pixel Media LLC. Publishers shall not alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network Sites and their tags, source codes, links, pixels, modules, or other data provided by or obtained from Call Pixel Media LLC that allows Call Pixel Media LLC to measure ad performance, track data or Actions, and provide Call Pixel Media LLC's services to Advertisers. In addition, Publishers acknowledge that all Confidential Information, non-public information, data, and reports received from Call Pixel Media LLC hereunder or as part of the Services hereunder is proprietary to and owned by Call Pixel Media LLC. If instructed to do so by Call Pixel Media LLC and/or if the Publisher is terminated by Call Pixel Media LLC, the Publisher shall immediately destroy and discontinue use of all Call Pixel Media LLC data, including Network Sites, all Confidential Information, and any other material owned by Call Pixel Media LLC or its Network Advertisers and Publishers.
Publishers shall not, or knowingly permit or incentivize any person to, inflate the number of Actions through (i) any deceptive or misleading practice, method, or technology including, but not limited to, the use of any spyware, adware, device, program, robot, redirects, spiders, computer script, or other automated, artificial, or fraudulent method designed to appear like a live individual; or (ii) any other fraudulent or other activity that is likely to cause Consumers not to be Qualifying Traffic or Leads not to be Valid Leads. Call Pixel Media LLC may withhold, cancel, or chargeback amounts owed or payments already made to Publishers if it is determined or reasonably suspects, in its sole discretion, that the amount due or payment was generated by non-Qualifying Traffic or invalid Actions or Leads. Chargebacks by Call Pixel Media LLC shall be reconciled or set off against future billables or, if no Insertion Order is ongoing, shall be paid by the Publisher within fifteen (15) days after notice by Call Pixel Media LLC.
Either Party may terminate this Agreement and any particular Insertion Orders at any time by delivering to the other Party no less than two (2) business days' advance written notice of the terminating Party's intention to terminate. No termination shall be effective, and the Agreement shall remain in full force and effect until the notice period has elapsed from the time the other Party receives the terminating Party's notice of termination. Upon termination or expiration of these Terms for any reason, Publishers shall continue to perform their obligations under the provisions of these Terms which are expressly intended to survive or that may reasonably be expected to survive termination or expiration of these Terms.
Publishers understand and agree that Call Pixel Media LLC will permit Publishers to utilize the Services and participate in the Network subject to Publisher compliance with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any policies established by Call Pixel Media LLC from time to time, which are hereby expressly incorporated by reference in these Terms. Should Publishers fail to comply with these Terms, Insertion Orders, Offers, Campaigns, Laws, and any of Call Pixel Media LLC's policies, Call Pixel Media LLC may immediately suspend or terminate the Services and the Publisher's participation in the Network without notice, effective immediately, which includes suspending or terminating a Campaign and removing any of the Publisher's Creative materials.
(a) Confidentiality. Each Party agrees to use the other Party's Confidential Information solely for the purposes contemplated by this Agreement, to use the same degree of care that such receiving Party uses to protect its own non-public and confidential information, but in no event less than a commercially reasonable degree of care, and to refrain from disclosing the other Party's Confidential Information to any third party unless (i) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the Parties; (ii) any disclosure is required by law or by a binding court order, provided that, to the extent legally permissible, the receiving Party shall notify the disclosing Party of such compelled disclosure and allow the disclosing Party a reasonable opportunity to object to such disclosure at the disclosing Party's expense.
(b) Non-Circumvention. Publishers recognize that Call Pixel Media LLC may have proprietary relationships with its Advertisers, and Publishers agree not to circumvent Call Pixel Media LLC's relationships with Advertisers or Publishers, or to otherwise solicit, purchase, contract for, or obtain Services similar to the Services performed by Call Pixel Media LLC hereunder from any of Call Pixel Media LLC's Advertisers that are known, or should reasonably be known by the Publisher to have such a relationship with Call Pixel Media LLC. Notwithstanding the foregoing, to the extent that a Publisher can demonstrate that any such Advertisers already provided such Services to the Publisher prior to the date of the first Insertion Order executed by the Parties, then the Publisher shall not be prohibited from continuing such relationship.
(c) Injunctive Relief. The parties agree that monetary damages for a breach or threatened breach of this Section will not be adequate and that the non-breaching party shall be entitled to injunctive relief (including temporary and preliminary relief) without the requirement to post a bond, in addition to any other available legal remedies or damages. In the case of a breach by a Publisher of their non-circumvention obligations, Call Pixel Media LLC shall be entitled to payment of an amount equal to one-third of fees paid to the Publisher (or projected to be paid) in the first twelve months by such Advertiser.
Publishers agree to defend, indemnify, and hold harmless Call Pixel Media LLC and its affiliates and their respective members, managers, directors, officers, employees, and agents (collectively "Indemnitees") from any and all third-party actions, suits, claims, demands, investigations, obligations, debts, losses, damages, liabilities, penalties, injury, costs, and expenses (including reasonable attorneys' fees and amounts paid in settlement) (collectively "Indemnified Losses") incurred or suffered by one or more of the Indemnitees by reason of or arising out of any of the following: (a) Publisher's breach of or failure to perform any of their respective covenants or obligations set out in this Agreement or applicable Insertion Orders, (b) Publisher's Website, Publisher's E-mails, and all Creative materials, or (c) Publisher's negligence, acts, errors, or omissions. Publishers agree to defend and/or reimburse Indemnitees on demand for any Indemnified Losses suffered by Indemnitees. If any action is brought against Indemnitees with respect to any allegation for which indemnity or defense applies under this Agreement, Indemnitees will notify the Publisher of any such claim of which it becomes aware and will (i) provide reasonable cooperation to the Publisher at the Publisher's expense in connection with the defense or settlement of any such claim and (ii) be entitled to participate at its own expense in the defense of any such claim. Publishers shall not acquiesce to any judgment or enter into any settlement that adversely affects Indemnitees' rights or interests without the prior written consent of Indemnitees. Upon written notice to the Publisher demanding defense or indemnification hereunder, Indemnitees may set off any Indemnified Losses to which Indemnitees are entitled under this Agreement against any Fees or sums that are or will be owed to the Publisher under this Agreement, provided that nothing contained herein is intended to limit any of Indemnitees' rights or remedies that they may otherwise be entitled to under this Agreement.
CALL PIXEL MEDIA LLC PROVIDES ITS SERVICES AND THE SERVICES OF ITS PUBLISHERS AND PARTNERS AS PERFORMED HEREUNDER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY OF THE SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY OF CALL PIXEL MEDIA LLC'S SERVICES, CALL PIXEL MEDIA LLC'S SOLE OBLIGATION WILL BE TO RESTORE THE SERVICES AS SOON AS PRACTICABLE. CALL PIXEL MEDIA LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN NO EVENT SHALL CALL PIXEL MEDIA LLC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR INTERRUPTION OF BUSINESS, LOSS OF USE, LOST BUSINESS, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR THE LIKE (EVEN IF CALL PIXEL MEDIA LLC WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR INSERTION ORDERS, OR PUBLISHER'S USE OF CALL PIXEL MEDIA LLC'S SERVICES OR NETWORK SITES. UNDER NO CIRCUMSTANCES SHALL CALL PIXEL MEDIA LLC BE LIABLE TO PUBLISHERS OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY CALL PIXEL MEDIA LLC FROM THE PUBLISHER UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR INJURY THAT GAVE RISE TO LIABILITY. CALL PIXEL MEDIA LLC SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT, ACTION, INACTION, OR FRAUD OF THE PUBLISHER, SUB-PUBLISHERS, ADVERTISERS, ONLINE USERS, OR ANY THIRD PARTIES.
(a) California Consumer Privacy Act (CCPA). California law provides California residents with the following privacy rights:
Right to Access Personal Information: Individuals exercising this right may request access to the categories and specific pieces of their personal information we have collected in the prior 12-month period. Individuals exercising this right may receive their personal information, when provided electronically, in a readily usable format.
Right to Deletion: Individuals exercising this right can ask us to delete their personal information we have collected, though we may be permitted to retain personal information for certain purposes.
Right to Disclosure: Individuals exercising this right can receive additional information regarding the sources from which we collect information, the purposes for which we collect and share personal information, the information of theirs we hold, and the categories of parties with whom we share their information.
Right to Opt-Out of Sales: As permitted by applicable law, we may share your personal information for monetary or other valuable consideration (under California law, this is considered a "sale"). You may opt-out of such a "sale" of your personal information to third parties.
Right to Be Free from Discrimination: Users may freely exercise these rights without fear of being denied goods or services.
Currently, this law specifically applies to California residents. If you are a resident of California and would like to exercise one of your rights, please contact us at info@callpixelmedia.com. You may designate an authorized agent to request the exercise of one or more of these rights on your behalf. Please note all consumer requests are subject to verification, and there may be circumstances where we do not honor your request as permitted under the law. We may verify your request by asking for additional information about how you found out about Call Pixel Media LLC, who referred you to Call Pixel Media LLC to make a request (which Publisher or Partner referred you to us), and which websites you made the same requests to; and we will need to be able to verify with that Publisher or Partner as to the validity of your request first. If you are using an authorized agent, such requests are subject to the same criteria.
(b) California's "Shine the Light" Law. Additionally, through California's "Shine the Light" law, California residents who provide personal information in obtaining products or services for personal, family, or household use are entitled to either:
(1) A list detailing the categories of information shared and the entities to which such information was provided; or
(2) To be notified of a mechanism by which a consumer may opt-out of having their information shared with third parties.
(a) Entire Agreement. This Agreement (as defined above) and Insertion Order constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings between the Parties whether written or oral. This Agreement shall prevail over any Advertiser Insertion Order or terms and conditions unless such Agreement expressly references this Agreement by name and is signed by the Parties. Notwithstanding the foregoing, in the event of a conflict between this Agreement and Insertion Order with respect to terms governing the duration of the Services, Fees, invoicing, and payment terms, the terms of the Insertion Order shall prevail solely for those terms. Each party represents and warrants to the other party that it is NOT relying on any promises, guarantees, or assurances of the other party that are NOT otherwise expressly contained in this Agreement or an applicable Insertion Order.
(b) Independent Legal Counsel. Each Party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either Party by reason of its drafting.
(c) Governing Law/Dispute Resolution/Jury Trial Waiver. This Agreement will be governed and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles. Prior to initiating any proceeding in connection with a dispute arising under this Agreement or any Insertion Order, the Parties agree to detail their dispute(s) in writing and then have a telephone or video conference between senior personnel from both parties to see if an amicable resolution can be reached. The state and federal courts of Broward County, Florida shall have exclusive jurisdiction over any dispute arising under this Agreement or any Insertion Order, and the parties agree to submit to exclusive jurisdiction and venue of such courts and waive any objection based on forum non conveniens.
In the event of any dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed (including instances in which Call Pixel Media LLC settles a consumer complaint arising from Publisher's activities), the prevailing party (which includes Call Pixel Media LLC as the settling party) shall be entitled to recover its reasonable attorneys' fees and costs, whether incurred before suit, during suit, or at the appellate level, including all attorneys' fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as all attorneys' fees and costs determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable costs to which the prevailing party is entitled shall include all costs that are taxable under any applicable statute, rule, or guideline, as well as all non-taxable costs, including but not limited to costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable under any applicable statute, rule, or guideline.
ANY CAUSE OF ACTION BY A PUBLISHER ARISING OUT OF OR RELATING TO THE APPLICATION OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION AROSE OR WILL BE FOREVER WAIVED.
EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY CAMPAIGN, OFFER, INSERTION ORDERS, OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO.
(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Publishers may not assign this Agreement without the prior written consent of Call Pixel Media LLC. The Parties' rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, and joint administrators and assigns.
(e) Independent Contractors. The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.
(f) No Assignment. Except in connection with a merger, acquisition, or sale of all or substantially all of the Publisher's assets related to this Agreement, Publishers may not assign this Agreement and their rights and obligations hereunder, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. All obligations of the Parties herein shall be binding upon their respective successors or assigns.
(g) Independent Restrictive Covenants. Each restrictive covenant set forth in this Agreement shall be construed as a covenant independent of any other covenant or provision of this Agreement between the Parties, and the existence of any claim or cause of action against Call Pixel Media LLC, whether predicated upon another covenant or provision of the Agreement or otherwise, shall not constitute a defense to the enforcement by Call Pixel Media LLC of any other covenant in this Agreement.
(h) No Waiver. The failure of either party at any time to require performance of any provision shall not waive or affect the right at a later time to enforce any provision. Section headings are for reference purposes only and in no way affect the meaning or interpretation of this Agreement. Each party represents and warrants to the other party that it is NOT relying on any promises, guarantees, or assurances of the other party that are NOT otherwise expressly contained in this Agreement or an applicable Insertion Order.
(i) Force Majeure. Under no circumstances shall Call Pixel Media LLC be liable for any failure to perform or delay in performance due to maintenance, upgrades, repairs, or other measures designed to protect the Services; or factors beyond Call Pixel Media LLC's reasonable control including without limitation telecommunications failures or force majeure events such as acts of a governmental body in its sovereign capacity, war, fire, floods, strikes, pandemics, epidemics, quarantine restrictions, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes, or unusually severe weather; in each case so long as Call Pixel Media LLC provides commercially reasonable notice of such event. If such unavailability materially affects Call Pixel Media LLC's ability to provide the Services in whole or in part for more than ten (10) consecutive days, the Publisher shall be entitled to terminate this Agreement upon written notice to Call Pixel Media LLC.
(j) Notice Requirements. Any notice required or permitted under this Agreement must be in writing and must be sent via (i) an overnight delivery service or (ii) via email, facsimile, or postal mail ("Notice Channels") so long as confirmation is also sent using a separate Notice Channel (e.g., a notice sent via email must have a confirmation sent via facsimile or postal mail). Notice shall be considered to have been given on the date it was sent. Email notification is valid as long as "NOTICE" or "LEGAL NOTICE" appears in the subject line of the email and the email is set up to show a delivery confirmation. For purposes hereof, notices shall be sent to the addresses listed in the Insertion Order.
For any questions, concerns, or notices regarding these Advertiser & Publisher Agreement Terms, please contact us at:
Call Pixel Media LLC
8403 Pines Blvd
Pembroke Pines, FL 33025, USA
Email: info@callpixelmedia.com
Phone: +1 (754) 227-8737
Last Updated: October 2025