Pay Per Connect Advertiser Master Service Agreement

This Master Service Agreement, along with any Insertion Orders (IOs) attached or executed under it (collectively referred to as the “Agreement”), is effective as of the start date of any active Insertion Order (IO) (the “Effective Date”) and is entered into by and between Pay Per Connect (“Pay Per Connect”) and LEGAL ENTITY NAME AS SPECIFIED IN THE IO (“Client”). Pay Per Connect and the Client may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Pay Per Connect is in the business of generating marketing leads and providing marketing services to its Clients;

WHEREAS, Client desires to engage Pay Per Connect to perform Services (as defined in Section 1) for it in accordance with the terms and conditions of this Agreement (including one or more Insertion Order (IO’s), each of which, upon full execution by the Parties, shall be incorporated into this Agreement by this reference);

WHEREAS, Pay Per Connect agrees to perform the Services as described in this Agreement and any Insertion Order (IO’s) entered into by the Parties;

NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. Select Definitions

Capitalized terms used in this Agreement but not otherwise defined herein have the meanings set forth below.

A “Call” shall mean and refer to a situation where a caller, by his or her own initiative, is connected to a dedicated phone number for Pay Per Connect and/or Client (as set forth in the Insertion Order (IO)) and ultimately terminated with Client that meets the minimum duration and/or any other requirements as set forth in the Insertion Order (IO).
“Claim” means any demand, claim, regulatory action, proceeding or lawsuit, regardless of the cause or alleged cause, whether the allegations are groundless, fraudulent, false, or lack merit, and the theory of recovery.
“Creative” shall mean and include materials provided by Client for use by Pay Per Connect in generating Calls, such as scripts or advertising content.
“Intellectual Property” means any trade name, domain name, logo, trade dress, trademark, service mark, patent, copyright, trade secret, right of privacy, right of publicity or other intellectual property right.
“Law” means any applicable international, foreign, or domestic law (whether federal, state or local) including any treaty, statute, or common law, judicial decision, order, rule, regulation or ordinance (or equivalent in foreign countries).
“Services” means the services to be performed by Pay Per Connect for the benefit of Client as set forth and described in this Agreement and such Insertion Order (IO), if any, as may be issued from time to time, together with all other services incidental to such services.
“Insertion Order (IO)” means a written project order, executed by both Pay Per Connect and Client, specifying services to be performed by Pay Per Connect under this Agreement.

2. Provision of Services

Services. Pay Per Connect will provide Services, which may include generating and/or providing Calls to Client, pursuant to the terms of the Insertion Order (IO). All Services to be provided by Pay Per Connect to Client shall be on a non-exclusive basis. The Parties agree that, as between the parties, Pay Per Connect shall be the sole arbiter in determining Call times, as well as in determining the fees owed to Pay Per Connect, as set forth in the Insertion Order (IO).
Insertion Order (IO). The Services, including Calls, will be provided on a per-campaign basis. For each campaign, the Parties will execute a separate Insertion Order (IO), which will outline all fees, budgets, start dates, and other campaign-specific terms. In the event of any conflict between the terms of this Agreement and the Insertion Order (IO), the terms of the Insertion Order (IO) will govern matters specific to the associated campaign, while this Agreement will govern all other matters.
Subcontractors. Client acknowledges and agrees that Pay Per Connect may engage subcontractors, publishers, and/or affiliates in the performance of the Services. Pay Per Connect assumes all liability for and will indemnify and hold harmless Client against the acts and/or omissions of any subcontractor, publisher, or affiliate providing Services to Pay Per Connect, and all references to Pay Per Connect herein shall be interpreted to mean and include such third parties.
Tracking. Both parties (Pay Per Connect and Client) are responsible for ensuring that all Calls are routed through the dedicated phone number assigned to Pay Per Connect for the purpose of tracking Calls and associated fees.
Audit Rights. Pay Per Connect may, at its own expense, on prior notice, inspect and audit Client’s records with respect to matters covered by this Agreement. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two (2) years after the termination or expiration of this Agreement.

3. Creative

Pay Per Connect shall provide the Client with all creatives for approval prior to the start of the campaign. The Client shall have the right to approve or reject any creative upon request before it goes live, ensuring that all materials meet the Client’s standards and expectations.
Client acknowledges that Pay Per Connect will not be held liable for the performance, effectiveness, or perceived quality of the creative materials, and any dissatisfaction with the creative work shall not constitute grounds for claims against Pay Per Connect.
No Assignment or Transfer of Intellectual Property. Neither Party will acquire any ownership interest in the other’s Intellectual Property.

4. Term & Termination

Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect until the termination of all active Insertion Orders (IOs) (the “Term”). Upon termination of the final active IO, this Agreement shall immediately terminate. The termination of individual IOs shall not terminate this Agreement as a whole; the Agreement will remain in effect until all active IOs have been terminated.
Termination. This Agreement and/or any Insertion Order (IO) may be terminated as follows:
- Pay Per Connect may terminate this Agreement or any active Insertion Orders (IOs) at any time, for any reason, with written notice to the Client. Such notice may be given via email or other written communication. The Client must provide Pay Per Connect with at least sixty (60) days’ prior written notice, including via email, to terminate this Agreement or any active Insertion Orders (IOs). The termination will take effect at the end of the 60-day notice period, unless both Parties agree otherwise in writing.
- Either Party may terminate this Agreement if the other Party materially breaches any of its obligations, by providing prior written notice that includes the grounds for termination. The Party receiving the notice will have one to three (1-3) business days to remedy the material breach. If the breach is not resolved within this period, the Agreement will terminate. However, issuing the termination notice does not waive any rights to damages or other remedies the notifying Party may have due to the breach. If the breach involves a violation of state, federal, or applicable international laws, termination will be immediate.
- By either Party immediately upon written notice if the other Party violates applicable Law.
- By mutual written agreement of the Parties.
- The rights and obligations in Sections 3.4, 6-8, and 10-14 to this Agreement, in addition to any outstanding payment obligations of Client as of the termination date, shall survive termination.

5. Legal Compliance

While the Services are anticipated to result primarily in inbound Calls to be forwarded/supplied to Client, each Party agrees to abide by and be in compliance with all applicable Laws, including without limitation, the Federal Trade Commission Act (the “FTC Act”), the FTC’s Endorsement Guides, the Telephone Consumer Protection Act (the “TCPA”), the Telemarketing and Consumer Fraud and Abuse Prevention Act, and the Telemarketing Sales Rule (“TSR”).

6. Fees and Payment

The terms of payment are as follows:

Fees. As consideration for the performance of Services and provision of the Calls, Client shall pay Pay Per Connect the fees set forth in the applicable Insertion Order (IO). In the event that this Agreement or any applicable Insertion Order (IO) is terminated prior to Pay Per Connect’s full performance of Services, an amount consistent with the Services rendered and Calls that have been received by Client shall be paid. Notwithstanding the foregoing, all amounts that are due for any Calls shall be due and payable by Client. All fees are due and payable in U.S. Dollars. Such payments to Pay Per Connect shall be non-refundable.
Payment Terms. Payment Terms will be specified in the applicable Insertion Order (IO). In the event Client does not pay Pay Per Connect any undisputed amounts as set forth in this Section and pursuant to due date and other terms in the applicable Insertion Order (IO), such payment shall be considered past due and shall accrue interest at the rate of the lesser of two percent (2%) per month, or the maximum rate permitted by law, until paid in full.
Taxes. Client is responsible for and will pay any applicable sales, use or other similar tax due as a result of delivery of the Services, excluding any tax due on the income of Pay Per Connect.
Disputes. Either Party shall provide prompt written notice of any billing disputes within thirty (30) days after the Services or Call(s) in dispute, or the fees assessed for such Services or Call(s) shall be deemed to be correct and binding. Parties will engage in a resolution period of no more than fourteen (14) days thereafter, with Pay Per Connect having the final decision in the event such resolution cannot be reached.

7. Representations and Warranties; Disclaimers

Mutual. Each Party represents and warrants that: (i) it has full power and authority, and has taken all actions necessary to execute and deliver this Agreement and it is an entity, validly organized and existing and in good standing under the laws of its state (or country) of formation and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the assets or properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary; (ii) its making and performance of this Agreement does not and will not violate the rights of any third party or any law or regulation applicable to it, or any other agreement to which it is a party or by which it is bound; (iii) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; (iv) all approvals, authorizations, licenses or other actions by, or filings with, any governmental authority or other person or entity necessary for the validity or enforceability of its obligations under this Agreement have been or will be obtained and it is in possession of all franchises, grants, authorizations, licenses, registrations, permits, easements, consents, waivers, qualifications, certificates, orders and approvals, necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted.
By Pay Per Connect. Pay Per Connect represents and warrants that: (i) it has full and complete authority to provide the Services and Calls, (ii) all Services shall be performed by competent personnel with appropriate skills and experience in a professional and workmanlike manner and in accordance with the applicable Insertion Order (IO), generally accepted industry and legal standards and all Laws.

IN WITNESS WHEREOF, the Parties have executed this Agreement at the date of mutual execution of an associated Insertion Order (IO), constituting a legally binding and enforceable agreement between Pay Per Connect and Client.

THIS AGREEMENT (AS MAY BE AMENDED FROM TIME-TO-TIME) IS INCORPORATED INTO ALL APPLICABLE INSERTION ORDERS (IO’s)