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EIN *
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Ray Advertising Terms *
1.Terms:
The duration of this Agreement, hereinafter referred to as the "Term," is established for a period of one (1) year, during which the agreed-upon terms and conditions shall govern the relationship between Ray Advertising and Party. It is important to note that this initial one-year term is subject to automatic renewal for successive one (1) year periods. This automatic renewal will persist unless and until termination is effectuated in accordance with the provisions delineated in Section 7.0 below. This provision ensures a continuous and seamless collaboration between the parties involved, with the understanding that the Agreement remains in force for successive one-year intervals. The termination process, as detailed in Section 7.0, serves as the mechanism through which either party may conclude the Agreement, providing flexibility and clarity in managing the ongoing business relationship.
 
2.Requirements:
The Company commits to executing and fulfilling the Services outlined in the relevant Request Form(s) as     	mutually determined. The Client acknowledges and consents to the Company's potential involvement of subcontractors in carrying out these Services, with the explicit understanding that the Company retains accountability for the successful completion of the Services in all instances.
It is the responsibility of the Client to supply or authorize the content for any advertising intended to generate inbound calls directed to the Client. Additionally, the Client is tasked with providing or approving scripts/data sample/sample recording for call centers or any other entities engaged by the Company to initially handle and screen such calls.
 
3.Advertisement:
If the Advertiser furnishes advertising or marketing copy and creative materials, collectively referred to as "Advertising Creative," intended for promoting the Advertiser’s products or services, such materials must be provided in accordance with the policies established by Ray Advertising ("Ray Advertising") at that time. The Advertiser hereby grants Ray Advertising an irrevocable, non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, and distribute the Advertising Creative. This authorization extends to Publishers, allowing them to use, perform, reproduce, display, transmit, and distribute the Advertising Creative as needed to achieve the objectives outlined in this Agreement. Ray Advertising commits not to make any material changes to the Advertising Creative without the Advertiser's prior written consent. Ray Advertising, however, retains the right to reject any submitted Advertising Creative for any reason and at any time.
 
All Advertising Creative submitted without any contribution from Ray Advertising, including editorial control or approval, is solely the responsibility and liability of the Advertiser. Suggestions provided by Ray Advertising regarding Advertising Creative are presented "as-is" and without any warranty. The Advertiser, having sought legal counsel, assumes all responsibility and liability for the Advertising Creative
 
In instances where the Advertiser requests Ray Advertising to create advertisements on their behalf, hereafter referred to as "Ray Advertising Ads," Ray Advertising shall retain all ownership rights in the Ray Advertising Ads. These ads will be sent to the Advertiser via email for review and acceptance. The Advertiser has forty-eight (48) hours from the time of email transmission to either reject or approve the Ray Advertising Ads. Failure to accept or reject within this period implies acceptance, and Ray Advertising can commence using the Ray Advertising Ads immediately.

4.Confidentiality: 
Both parties involved in this agreement may be privy to non-public information concerning the other party's business, encompassing a wide spectrum such as Call data, products, customer details, marketing plans, and more, collectively referred to as "Confidential Information." Both parties expressly commit to exercising a degree of care, not less than reasonable, to prevent the unauthorized disclosure or access of the other party's Confidential Information. This commitment extends to ensuring that only authorized personnel, including employees, agents, representatives, or independent contractors requiring access for the performance of their duties, are granted access to such information.
The duty of confidentiality encompasses a proactive obligation to promptly notify the other party in writing of any circumstances surrounding the unauthorized possession, use, or knowledge of Confidential Information by any individual or entity not explicitly authorized by the Agreement. It is incumbent upon both parties to uphold the confidentiality of the information exchanged during the course of this Agreement.
Notwithstanding the aforementioned, Confidential Information does not encompass information that the receiving party rightfully possessed prior to its receipt from the other party, becomes public without fault on the part of the receiving party, is subsequently furnished by a third party without restrictions on disclosure, or is required to be disclosed by law. In the event that disclosure is mandated by law, the receiving party undertakes to make reasonable efforts to notify the other party before such disclosure.
Upon the termination or expiration of this Agreement, each party is obligated, upon the written request of the other party, to either return or, if stipulated, destroy all Confidential Information received, with the exception of information that the receiving party is legally obligated to maintain.
In the unfortunate event of a breach or any attempt or threat thereof, the non-breaching party acknowledges the potential for irreparable harm and, as such, is entitled to seek injunctive relief against the breaching party. The non-breaching party may also pursue any other legal or equitable remedies available under this Agreement or applicable law.
 
Furthermore, in the context of personal information obtained through Calls, it is explicitly acknowledged that such information is solely the property of the Client. Company and subcontractors, acting as "service providers" under the California Consumer Privacy Act, are entrusted with this personal information solely for the purpose of delivering the Services outlined in this Agreement. They are obligated to employ appropriate measures to safeguard the personal information against unauthorized access, promptly report any security breaches, and cooperate with the Client in responding to consumer requests related to the disclosure, correction, and deletion of such personal information.
For outbound Call campaigns, subcontractors may retain the right to use lead lists beyond the scope of generating Calls for the Client, a circumstance that will be disclosed in the applicable Request Forms for such campaigns
  
5.Payment:
5.1:Defined-Advertiser is obligated to pay the Commission, as detailed in the Campaign Specification attached hereto as ORDER FORM, to Ray Advertising. The determination of the Commission shall be conducted using Ray Advertising's internal tracking system, with monthly reconciliations outlined in section 5.3. Ray Advertising retains the right to suspend all advertising services under the following circumstances: (i) Ray Advertising reasonably believes that Advertiser may encounter challenges settling any Commission(s), and/or (ii) Advertiser's payment to Ray Advertising is overdue.
5.2: Deposit- Simultaneously with the execution of this Agreement, Advertiser shall deposit the Payment Deposit (if any is indicated on the corresponding Campaign Specification) with Ray Advertising as payment in advance if needed. Ray Advertising may deduct the Payment Amount from the Payment Deposit as soon as Advertiser’s payment obligation arises. Moreover Ray Advertising may require additional Payment Deposits from time-to-time to ensure that Ray Advertising has sufficient funds to cover the reasonably anticipated Payment Amount.
 
5.3:Records & Audit-Advertiser is required to maintain comprehensive and accurate records pertaining to this Agreement, encompassing information such as Commissionable Actions and consumer contact details, and shall make these records available to Ray Advertising on a real-time basis. In instances where Advertiser's records reveal Commissionable Actions for which payment was not made, Advertiser is obligated to promptly remit the unpaid Payment Amount to Ray Advertising. Ray Advertising retains the right to deduct the additional Payment Amount from the Payment Deposit.
Advertiser expressly agrees that Ray Advertising, or any duly authorized representative of Ray Advertising, shall have the exclusive right, at the sole cost and expense of Ray Advertising, to audit or copy these records and any source documents used in their preparation. This audit may be conducted during normal business hours, provided written notice is given at least five (5) business days before the audit commences. Should the audit uncover an underpayment to Ray Advertising exceeding two percent (2%), Advertiser is required to promptly compensate Ray Advertising for the underpayment and reimburse Ray Advertising for all associated costs and expenses related to the audit.
The record-keeping obligation and audit rights stipulated in this section shall persist beyond the termination of this Agreement for a period of one (1) year.
 
5.4:Fraud/Invalidity-In any instances where there is a Commissionable Action suspected to be fraudulently generated or if the provided contact information is deemed invalid, Advertiser is required to promptly inform Ray Advertising within 72 hours of receiving the order or information. Advertiser's sole recourse concerning Ray Advertising, and Ray Advertising's exclusive responsibility, is to issue a credit for an amount deemed appropriate by Ray Advertising in its sole judgment.

5.5:Overdue Charges- If any invoiced amount is not received by Ray Advertising by the due date, then without restricting Ray Advertising's rights or remedies, (a) those charges may accumulate late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate allowed by law
 
 6.Warranty and Warranty Disclaimer:
A. By Both Parties: The execution, delivery, and performance of this Agreement by each party has been duly approved by it, and no further action is necessary on its part to consummate the transactions contemplated by this Agreement. Further, each Party represents and warrants that it has the authority to enter into and to be bound by this Agreement and that each party shall comply with all applicable federal, state and local laws, statutes, rules, regulations and ordinances in performance hereunder.
 
B. Company warrants: that it has full and complete authority to provide the Calls, and that by executing this Agreement Company does not breach any other agreement to which Company is a party or is bound.
 
C. Client warrants: that its use of the Calls will be in a manner that complies with all laws and regulations and consistent with standard industry practices, that it is authorized to acquire the Calls, and that by executing this Agreement Client does not breach any other agreement to which Client is a party or is bound. Client represents and warrant that (a) all Call Data provided by Company to Client pursuant to this Agreement shall only be used by Client for legal purposes and pursuant to Client’s privacy policy, which shall be clearly and conspicuously disclosed to consumers and shall provide adequate notice, disclosure and choices to consumers regarding Client’s collection, use and disclosure of consumer information; (b) Client fulfills all commitments it makes to consumers in a timely manner in compliance with all applicable laws, rules and regulations; (c) the price point for Client’s product(s) or service(s) is within reasonable fair market value for such product(s) or service(s); (d) Client follows the refund/cancellation policies stated on its website or otherwise communicated to consumers; and (e) Client’s customer support practices are reasonable and effective. Any agency or broker executing this Agreement on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement. Nothing contained herein will release Client from any obligation or liability hereunder, and Company may look to Client for performance of all obligations under this Agreement; and Client will maintain appropriate physical, technical and organizational measures to protect all non-public personal information, sales, registration, or data provided by or about a Call against accidental loss or unauthorized access, use, disclosure, alteration, or destruction. Client will notify Company immediately in writing of any security breach regarding such data.
 
D. Warranty disclaimers: the services provided by company, the use of the services, and the results of such use, are provided on an “as is,” “as available” basis. To the fullest extent permissible pursuant to applicable law, company makes no warranties (including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement), guarantees, representations, promises, statements, estimates, conditions, or other inducements, express, implied, oral, written, or otherwise, except as expressly set forth herein. Company does not warrant or guarantee a balanced delivery schedule, action quality, the legality of any campaign, creative or custom creative, campaign performance, conversion rates, response rates. Ability to convert any calls into sales or achievement of any other client business goal(s). Company will make every effort to meet scheduled delivery dates, but makes no guarantee and accepts no liability for its failure to meet said dates. Company makes no warranties or guarantees with respect to the deliverability or performance of calls to client or its designated service providers. Company does not represent or warrant that the services or applicable deliverables will be error free.            	
                                	                                          	
7.Termination:
Either Party may terminate this Agreement without cause at any time and without providing any reason by giving no less than forty-eight (48) hours prior written notice to the other Party.
In the event of termination with cause, Ray Advertising may terminate this Agreement, a Campaign Specification, or temporarily suspend a campaign immediately if it becomes aware of, or has reasonable grounds to suspect, that Advertiser has violated any material provision or express warranty outlined in this Agreement. Following such termination: 1) Ray Advertising assumes no liability or further obligation to Advertiser; and 2) Ray Advertising may disclose all information about Advertiser to any law enforcement agency, government agency, or individual/entity alleging harm resulting from any such breach.
 
8.Indemnification:
8.1-Merchant's Indemnification:
Ray Advertising, herein referred to as Merchant, agrees to defend, indemnify, and hold harmless Ray Advertising and its directors, officers, managers, employees, agents, successors, and assigns from all losses, liability, damages, fines, penalties, costs, and expenses, including court costs and reasonable attorney’s fees and expenses. This indemnification pertains to any claims, actions, proceedings, or investigations brought by a third party and is associated with: (a) Merchant’s gross negligence; (b) any breach or alleged breach of Merchant’s representations and warranties; (c) any allegation that the Advertising Offers provided by Merchant or the information or materials provided by Merchant for inclusion in the Advertising Offers infringe upon, violate or misappropriate any intellectual property right of any third party; or (d) any allegation that Merchant’s use of an Advertising Offer Lead or Referral Lead violated any Applicable Law or use restrictions associated with the Advertising Offer Lead or Referral Lead.
 
8.2-Ray Advertising's Indemnification:
Ray Advertising will defend, indemnify, and hold harmless Merchant and its directors, officers, managers, employees, agents, successors, and assigns from all losses, liability, damages, fines, penalties, costs, and expenses, including court costs and reasonable attorney’s fees and expenses. This indemnification pertains to any claims, actions, proceedings, or investigations brought by a third party and is associated with: (a) Ray Advertising’s gross negligence; (b) any breach or alleged breach of Ray Advertising’s representations and warranties; (c) any allegation that the Service or Network infringe upon, violate, or misappropriate any intellectual property right of any third party; or (d) any allegation that Ray Advertising or an Affiliate violated any Applicable Law involved in generating any Offer Lead or Referral Lead.
 
8.3-Indemnification Process:
Each Party agrees to (a) promptly notify the other party in writing of any Claim and provide the other party the opportunity to defend or negotiate a settlement of any such Claim at that party’s expense; and (b) cooperate fully with the other party, at that other Party’s expense, in defending or settling such Claim. The indemnifying Party may, upon written notice of any Claim to the indemnified Party, undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it may also undertake all other required steps or proceedings to settle or defend any such Claim, including, without limitation, the employment of counsel which is reasonably satisfactory to the indemnified Party, and payment of all expenses. The indemnified Party will have the right to employ separate counsel and participate in the defense of any Claim at its expense. The indemnifying Party must reimburse the indemnified Party upon demand for any payments made or loss suffered by the indemnified Party at any time after the date hereof based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement relating to any Claim. The indemnifying Party may not settle any Claim on the indemnified Party’s behalf without first obtaining the indemnified Party’s written permission, which permission will not be unreasonably withheld, conditioned, or delayed.
 
9.Return & Rejection Policy:
In the event that the Advertiser deems it necessary to initiate the return or rejection of leads not meeting the specified criteria, such request must be submitted within a period of 7 days from the point of lead acquisition. Beyond this stipulated time frame, Ray Advertising shall not entertain any requests for the return or rejection of leads. Additionally, it is imperative that the buyer provides notification at least 24 hours in advance before initiating a campaign pause. This notification requirement ensures that Ray Advertising can appropriately manage the pause in the campaign within the specified timeframe.
 
10.Governing Law:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding the principles of conflicts of law. The Parties explicitly stipulate that the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. Any legal action or proceeding arising from or related to this Agreement shall be exclusively brought before an arbitrator in Los Angeles, California, or the federal or state courts situated in the Southern District of California, as deemed appropriate. The Parties hereby provide their irrevocable consent to personal jurisdiction and venue in such forums.
11.Notices: Each notice, consent, request, or other communication required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.
 
12. Publicity. Neither party will, without the other party’s prior written consent, use the name, service marks or trademarks of the other party for any publicity purposes; provided, for avoidance of doubt, Company and its subcontractors shall have the right to use the name, service marks or trademarks of Client as part of any advertising, call center script and/or transfer authorization language, as applicable, during the term of this Agreement and any applicable Request Forms as may be necessary for provision of the contemplated Services.
 
13.Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes and displaces all previous agreements, communications, both written and oral, relating to such subject matter. The terms and conditions outlined in this Agreement shall take precedence over any conflicting or inconsistent terms present in any other document, including but not limited to any prior, concurrent, or future Advertiser agreement requiring manifestation of assent (e.g., through a checkbox or button click) to access campaign-related materials on the Advertiser's website. The Parties mutually acknowledge that any such asserted assent is deemed null, void, and holds no legal weight. Any modifications to this Agreement must be in writing, executed by both Parties, and explicitly reference this Agreement and its Effective Date. This Agreement was collaboratively prepared by both Parties and/or their legal representatives. The terms of the Agreement shall not be strictly construed against either Party.
 
14.No Third Party Rights: Except for the involved Parties, no individual or entity shall possess or obtain any rights conferred by this Agreement unless expressly consented to by all the Parties involved. This provision emphasizes that the contractual benefits and obligations are exclusively intended for the direct participants, and no external party shall derive any rights or privileges from this Agreement without unanimous agreement from all Parties herein
    		        	                    	
                  	
15. Amendment or Waiver. No amendment of this Agreement shall be valid unless it is in writing and signed by both parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party making the waiver. Any waiver of a breach or observance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.
                                                                              	
16.Counterparts: This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together constitute one and the same instrument. A Party may deliver an executed copy of this Agreement by electronic mail or facsimile transmission or other means of electronic communication capable of producing a printed copy.
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