TERMS AND CONDITIONS
Please read these Terms and Conditions (these “Terms”) carefully. They explain your rights and obligations regarding use of Right Price Marketing’s Services and constitute a binding agreement between you and Right Price Marketing, Inc. By accepting these Terms, you are deemed to be a customer of Right Price Marketing and acknowledge and agree to be bound by and comply with all of these Terms.
When it comes to advertising inventory, including scheduling ad time on television, print, online or through any other medium offered by Right Price Marketing from time to time, Right Price Marketing will attempt to secure the Media Outlets, inventory, placements, days, and time slots you request. However, Media Placements are not guaranteed and will be subject to these Terms and the terms and conditions imposed by Media Outlets, which typically allow the Media Outlets flexibility to adjust their schedules and to reject ads.
If you have questions about these Terms or Right Price Marketing’s Services, you may send questions via e-mail to info@rightpricemarketing.com.
1. Definitions. All capitalized terms shall have the meaning set forth in Section 25 and elsewhere in these Terms.
2. Services Provided. Right Price Marketing’s Services include, but may not be limited to, the following elements:
a. Assistance in designing a Media Schedule based on information such as your location, desired advertising area, demographic criteria, marketing objectives and budget;
b. Various online search and marketing services;
c. Provision of Media Information;
d. Reports that help you better understand the performance of your Media Placements;
e. Reports that help you better understand the performance of your Media Placements;
f. Assistance in the purchase of Media Placements and Media Schedules; and
g. Provision of additional services that may be offered from time to time.
3. Creation, Customization and Use of Ads.
4. Use of Media Information and Media Schedules. Media Information and Media Schedules are confidential and proprietary information owned by Right Price Marketing and/or its suppliers. You are authorized to use the Media Information and Media Schedules for your own personal use through the Right Price Markeitng Service in connection with the formulation, evaluation and purchase of your Media Schedule, so long as you are a Right Price Marketing customer. You may not convey any Media Information or Media Schedule to any third party or copy, publish, or distribute the Media Information or Media Schedule in any manner.
5. Submission of Your Own Ads. You may submit your own advertisements for delivery through Media Placements purchased from Right Price Marketing. These Terms, including all representations and warranties, apply to any such submissions (i.e., they shall be treated as Advertiser Content, and you shall be fully responsible for, and shall indemnify and hold Right Price Marketing harmless against, any claims and liabilities in connection with advertisements that you submit). Upon Right Price Marketing’s request, you will provide Right Price Marketing with any or all documentation that evidences your legal clearance of Advertiser Content or any component thereof or rights therein.
6. Adherence to Right Price Marketing’s Policies and Procedures; Acceptance and Approval of Ads. Your use of the Right Price Marketing Service, or any other services offered by or through Right Price Marketing, will be subject to these Terms, Right Price Marketing’s Advertising Policies and Guidelines and Right Price Marketing’s Privacy Policy. All Media Placements, Media Schedules, Ads and Advertiser Content are subject to compliance with Right Price Marketing’s Advertising Policies and Guidelines and to Right Price Marketing’s approval, which Right Price Marketing may grant or withhold in its sole discretion.
7. Purchase of Media Placements.
a. Upon receiving your order to purchase Media Placements, Right Price Marketing will attempt to acquire Media Placements that are closest to the requested Media Placement specifications. Right Price Marketing does not guarantee that Media Placements corresponding to any or all of the Media Placement specifications will be available. Furthermore, for online local marketing services, Right Price Marketing does not guarantee the display of Ads on any particular platform or network or position therein.
b. The price charged to you by Right Price Marketing for Media Placements also includes fees for other Right Price Marketing Services.
c. You authorize Right Price Marketing to act on your behalf for the purpose of purchasing Media Placements and to represent itself to Media Outlets, when appropriate in Right Price Marketing’s sole discretion, as your agent of record for the purpose of purchasing Media Placements in conjunction with the Right Price Marketing Service.
d. Right Price Marketing will attempt to prevent any loss to you as a result of the failure of Media Outlets, suppliers or others to fulfill their commitments, but Right Price Marketing will not be liable for any such failure or any destruction or unauthorized use of Advertiser Content. Your purchase of Media Placements will be subject to the Media Outlet terms under which the Media Placement is purchased, and to the Media Outlet Rules and Policies, which may include (i) the right of the Media Outlet to reject, pre-empt, change, or substitute Media Placements or programming; (ii) deadlines for submission of material; (iii) cancellations; (iv) compliance with the Media Outlet's policies regarding approval of advertising content; (v) alternative performance (for instance, through make-goods), refunds, and other remedies; (vi) limitations and exclusions of your remedies; and (vii) indemnification for liabilities arising out of publication or distribution of the Ad (including customized versions) and Advertiser Content.
e. For online distribution of Ads, you acknowledge and agree that Right Price Marketing does not operate or control the websites and other services on which your Ad may appear. Furthermore, due to the nature of the Internet, your Ad may be forwarded, copied, posted or displayed on websites and other services which neither you nor Right Price Marketing approved or intended. Right Price Marketing shall have no liability for any such display or posting, except as a result of willful misconduct on the part of Right Price Marketing. .
8. Tracking Information. You agree that Right Price Marketing has the right, but not the obligation, to do the following with respect to your Ads, and marketing campaigns: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of your business phone number and which will forward to your business phone number; (ii) Substitute your e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with your campaign; (iii) Require users to provide registration information in order to print a coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of your campaign; (v) use a landing or destination page that users will visit when they click on your Ad; or (vi) use a mirrored version of your web site. You further agree that, as part of provisioning Tracking Phone Numbers, Right Price Marketing has the right, but not the obligation, to turn on enhanced phone tracking features, including, but not limited to: call review (whereby a recording of the inbound phone call is made and stored for review) and caller ID (whereby the phone number of the caller is used to look-up their name and address).
9. Statements; Reporting. Statements showing your account activity, transaction and order information will be made available either via email, fax or mail. Such reports will be kept by Right Price Marketing for a period of two (2) years. Reporting on the fulfillment of Media Placement orders will be based on logs and other reporting provided by the Media Outlet concerned. Reporting from Media Outlets may be inaccurate or delayed. Right Price Marketing will not be responsible for such inaccuracies or delays. You acknowledge and agree that such Media Outlet logs and reporting will be considered presumptively accurate in the absence of demonstrable error. Further, as between Right Price Marketing and you, all transactions and items of information reflected within any statement provided by Right Price Marketing, including any and all information contained in such statement and all supporting documentation provided by applicable Media Outlets shall be deemed correct and be conclusive and binding upon you, and you shall be forever barred from objecting for any reason or instituting any action or proceeding that relates to any transaction or question the accuracy of any item of information reflected in any such statement, unless a written objection specifying in detail the transaction or items of information to which you object and the reason for such objection is delivered to Right Price Marketing within sixty (60) days following the date that Right Price Marketing first provides you with access to the applicable final statement.
10. Right Price Marketing Compensation. Right Price Marketing will charge for its services in accordance with the prices and charges presented to you when you place your order. Prices and charges presented to you for Media Placements also include charges for other services provided by Right Price Marketing in connection with the Media Placements.
11. Payment. Unless otherwise agreed in writing by Right Price Marketing, payment for Right Price Marketing Services and Media Placements must be made at the time the order is placed, by credit card, or other means approved by Right Price Marketing. For advertising campaigns that span multiple months, Right Price Marketing may, in its sole discretion, charge on a monthly cycle in advance for Media Placements scheduled to air during the following month. Right Price Marketing may store and use your payment information (including credit card information) for processing payments.
12. Cancellations. Once you purchase a Media Placement, the Media Placement cannot be changed or cancelled except as provided in Right Price Marketing’s Cancellation Policies. You represent and warrant that:
a. You are at least 18 years of age and the age of majority in your jurisdiction of residence;
b. You have the full right, power and authority to enter into and perform under these Terms;
c. You are not a Media Outlet, or an employee, agent or affiliate of a Media Outlet, television station, broadcaster, cable or satellite television system operator;
d. You are purchasing Media Placements for your own use or clients’ use and not for resale;
e. You own or control, without any limitations or restrictions, all rights that may be necessary to broadcast, cablecast and otherwise exhibit, distribute and publish the Advertiser Content submitted by you to Right Price Marketing as contemplated by these Terms, and all royalties and fees in connection therewith have been paid, so that Right Price Marketing will not be liable to pay any royalties, fees or other monies whatsoever with respect to the use of the Advertiser Content;
f. The synchronization of all music (including lyrics) in the Advertiser Content has been duly licensed and authorized by all proper parties; the performing rights in all such music is either controlled by ASCAP, BMI or SESAC, in the public domain, or under your control, in which case you grant the Media Outlets the right to perform such music;
g. You are authorized and licensed to use the names and pictures of any objects depicted in the Advertiser Content and you have obtained all necessary authorizations or releases from all persons whose names, voices, photographs or likenesses, works, compositions, services or materials appear in or were rendered in connection with the Advertiser Content;
h. If participating through a partner program, you are, and for the duration of all Media Schedules will remain, an authorized franchisee, dealer, retailer, distributor or otherwise authorized party under the partner program;
i. You are authorized and licensed to use any testimonials contained in the Advertiser Content;
j. You own or control all trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Advertiser Content;
k. You have documentary substantiation for all claims made in your Advertiser Content and Ad;
l. The Advertiser Content submitted by you, and your use of an Ad, is truthful and not misrepresentative or misleading;
m. The broadcasting of the Advertiser Content will not violate any law, rule, or regulation of a federal, state, or local governmental agency or self regulatory organization or association, or any other provision of applicable law;
n. THE Advertiser Content submitted by you, and your use of an Ad, will not plagiarize or contain any libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or to the rules and regulations of the Federal Communications Commission;
o. If applicable, you will not place, or cause to be placed, any Ad on any medium (including but not limited to web pages) containing content deemed to be objectionable by Right Price Marketing, including content that is libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or other governmental rules and regulations.
p. The Advertiser Content submitted by you, and your use of an Ad, will not violate or infringe the trademark, service mark, copyright or other proprietary right, the right of privacy or publicity or any other right of any third party;
q. You will use the Ad only in compliance with these Terms and the terms and restrictions set forth in the applicable order form;
r. There is no outstanding contract or commitment, and no pending or threatened litigation, which is or may be in conflict with these Terms or in any way conflict, restrict or impair Right Price Marketing’s rights or your obligations under these Terms.
13. Indemnification.
a. You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Ads, as customized, and other advertising used by you to advertise your business; (ii) all Advertiser Content; and (iii) any information, disclosures or requirements that are imposed upon you as a result of your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by Right Price Marketing or submitted by you to confirm that descriptions and representations, direct or implied, with respect to your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines.
b. You will indemnify and hold Right Price Marketing and its related companies, Affiliates, Media Outlets and their respective officers, directors, shareholders, licensors, licensees, suppliers, content providers, employees and agents (collectively, the "Indemnitees") harmless from and against any and all losses, damages, liabilities, claims, demands, suits, costs and expenses (including attorneys' fees and expenses) which any Indemnitee may incur arising out of or relating to (i) Advertiser Content and/or your modification, display and use of an Ad, including without limitation, claims of infringement or misappropriation; (ii) claims that your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of your products or services violates the rights of any third parties or that the advertising, publicity or promotion of your products or services violates or encourages or induces the violation of the rights of any third parties; (iv) any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product and (v) claims predicated on a breach or alleged breach of any of these Terms by you. You shall notify Right Price Marketing promptly of any claims or actions to which your indemnity applies.
14. Disclaimer. Right Price Marketing SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND Right Price Marketing, ITS RELATED COMPANIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, CONTENT PROVIDERS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY REGARDING THE ADS (INCLUDING CUSTOMIZED VERSIONS) AND Right Price Marketing SERVICES, STORAGE OF ADVERTISER CONTENT, AND ANY DELIVERABLES INCLUDED IN SUCH ADS (INCLUDING CUSTOMIZED VERSIONS) AND Right Price Marketing SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE ADS OR RIGHT PRICE MARKETING SERVICES WILL BE ERROR FREE, WILL BE ON TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL FULFILL YOUR PARTICULAR PURPOSES OR NEEDS OR MEET ANY LEVEL OF SALES, PURCHASES, CLICKS, LEADS OR OTHER PERFORMANCE METRIC. Right Price Marketing MAKES NO WARRANTY AS TO STORAGE OF ADVERTISER CONTENT AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO ADVERTISER CONTENT. TO THE
15. EXTENT THAT RIGHT PRICE MARKETING CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
16. Limited Liability. IN NO EVENT WILL RIGHT PRICE MARKETING, ITS RELATED COMPANIES, AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, CONTENT PROVIDERS AND AGENTS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR DAMAGES ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF THE THESE TERMS, ADS, MEDIA PLACEMENTS (INCLUDING MISSED MEDIA PLACEMENTS) OR RIGHT PRICE MARKETING SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. RIGHT PRICE MARKETING’S, ITS RELATED COMPANIES' AND AFFILIATES' AND THEIR RESPECTIVE, OFFICERS', DIRECTORS', SHAREHOLDERS', LICENSORS', LICENSEES', EMPLOYEES', SUPPLIERS', AND AGENTS' AGGREGATE LIABILITY FOR ANY OTHER TYPES OF DAMAGES WILL BE LIMITED TO CUMULATIVE AMOUNTS ACTUALLY PAID BY YOU TO RIGHT PRICE MARKETING UNDER THESE TERMS IN CONNECTION WITH THE PARTICULAR ADS OR RIGHT PRICE MARKETING SERVICES THAT ARE THE BASIS FOR SUCH LIABILITY.
17. Failure Of Suppliers/Force Majeure. Right Price Marketing will use commercially reasonable efforts to attempt to guard against or limit any loss to you as the result of the failure of Media Outlets and other suppliers to properly execute their commitments, but Right Price Marketing will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.
18. Notice. Any notice under these Terms shall be deemed served if delivered in the following respective manners:
If to Right Price Marketing, by registered mail to the following address:
Attention: Office of the General Counsel
Right Price Marketing, Inc.
3700 Bobstone Drive
Sherman Oaks, CA 91423
If to you, by email to the email address you provided when you opened your Right Price Marketing account, or at an email address that you later provide when you update your Right Price Marketing account information.
19. General.
a. Governing Law.These Terms will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles.
b. Arbitration. In connection with any dispute or claim arising out of or in connection with these Terms, you and Right Price Marketing agree to arbitrate such dispute arising under these Terms before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in Los Angeles, California or in the office of JAMS closest to that city. The arbitrator shall apply California law. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.
c. Injunctive Relief. You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by Right Price Marketing, and that you will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict Right Price Marketing’s right to seek injunctive relief.
d. Assignment. You may not assign your rights and obligations under these Terms without Right Price Marketing’s written consent. Right Price Marketing may assign its rights and obligations under these Terms.
e. Late Charges; Attorney's Fees. Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. If you fail to pay any amount due, you also will be liable for all costs of collections incurred by Right Price Marketing, including but not limited to collection agency fees, reasonable attorneys’ fees and court costs.
f. Amendment; Waiver. These Terms may be amended unilaterally by Right Price Marketing. An amendment will become effective upon the date that Right Price Marketing posts the amended Terms on Right Price Marketing’s website, or upon the giving of written notice to you by mail or by email. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.
g. Termination. Notwithstanding anything to the contrary contained in these Terms, upon notice to you, Rihgt Price Marketing may immediately terminate your right to use Ads or other materials that may have been made available to you, Media Schedules and/or these Terms (i.e., its agreement with you) without cause and without liability. In the event Right Price Marketing terminates these Terms as provided in the preceding sentence, then, in Right Price Marketing’s sole discretion, it may refund to you any amounts you have paid for Media Placements that have not been and will not be aired minus any nonrefundable amounts that Right Price Marketing has committed to Media Outlets.
h. Survival. Sections 13 through 24 will survive termination of these Terms.
20. Entire Agreement. These Terms and the accompanying order form express the entire agreement between the parties, and all previous or contemporaneous agreements and understandings are merged herein and superseded hereby. Notwithstanding the foregoing, if a term or condition specified by these Terms conflicts with a term or condition of a particular order form, then these Terms shall take precedence over the conflicting term or condition specified by the order form. The order form together with these Terms shall constitute the “Agreement.”
21. Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
22. Definitions.
a. Ad:: An advertisement.
b. Advertiser Content: (i) The images, music, text, video and other additions provided by you for incorporation into an Ad; and (ii) the entire content of an advertisement that you tender to Right Price Marketing for display through a Media Schedule, if the advertisement is not based on a custom Ad produced by Right Price Marketing.
c. Market: The geographic area in which advertisements will be run, as delineated and determined by Right Price Marketing in its sole discretion.
d. Media Information: Quantitative and qualitative data and other information concerning programming, schedules, traffic, audiences of various Media Outlets and similar information of interest to advertisers contemplating buying Media Placements.
e. Media Outlets: Companies that distribute programming or content over or through television, radio, the Internet, and/or other media platforms, and/or which sell Media Placements for the purpose of distributing or publishing advertising messages.
f. Media Placement: The right (which is subject to Media Outlets' terms, conditions and rules) to display or distribute advertisements on or through various media, including without limitation cable, satellite, or local or network broadcast television or radio media, print media, outdoor advertising media, or the Internet.
g. Media Schedule: A schedule of Media Placements.
h. Right Price Marketing Service: The services described in Section 2 above.
i. You: Persons or companies who purchase Media Placements or creative services through Right Price Marketing or who purchase any other product or service from Right Price Marketing.
Protecting your privacy.
We take the responsibility of protecting your privacy rights seriously. Read our Privacy Policy for details.
Terms and conditions.
For more information on how we do business please read our Terms and Conditions document.
Advertising Policies and Guidelines.
For information about our general rules for advertising content, please read our Advertisig Polices and Guidelines.
