PAY-PER-CALL & LEAD GENERATION TERMS AND CONDITIONS
These Pay-Per-Call & Lead Generation Terms and Conditions (“Terms”), together with any applicable Insertion Order, campaign agreement, order form, or other written agreement referencing these Terms (collectively, the “Agreement”), govern the services provided by Red Hammer Media Inc. (“Red Hammer”) to the customer identified in the applicable agreement (“Buyer”).
If there is a conflict between these Terms and an applicable Master Service Agreement / Insertion Order (“IO”), the IO will control with respect to the specific campaign terms, including pricing, geographic coverage, call requirements, hours, and other campaign specifications.
1. Services
Red Hammer may provide Buyer with inbound consumer calls, leads, transfers, or other lead-generation services (collectively, “Leads” or “Actions”) generated through Red Hammer and/or its marketing and publishing partners.
The specific requirements for each campaign, including service area, ZIP codes, call duration, business hours, pricing, and other qualification criteria, will be set forth in the applicable IO or otherwise agreed upon in writing.
Red Hammer does not guarantee a specific volume of Leads or Calls unless expressly stated in writing.
2. Campaign Changes
Campaign changes, including geographic expansion, rate changes, call-duration requirements, business hours, holiday pauses, budgets, or other campaign modifications, may be communicated and agreed upon by email. Such changes will be considered part of the applicable campaign and will remain subject to these Terms.
3. Call & Lead Quality
Red Hammer will use commercially reasonable efforts to deliver Calls and Leads that meet the requirements specified in the applicable IO.
Unless otherwise agreed in writing, a valid Call generally means a genuine consumer-initiated call that meets the applicable campaign requirements and is not fraudulent, duplicated, or otherwise invalid.
Call duration will be measured using Red Hammer’s tracking and reporting system unless otherwise agreed upon in writing. Minor differences in call duration between systems may occur due to differences in when each system begins or ends timing.
Any required duration buffer or other qualification criteria will be specified in the applicable IO.
4. Call Rejections & Disputes
Buyer must notify Red Hammer of any disputed Call or Lead within four (4) business days of delivery and provide sufficient information to identify the disputed Action and the reason for the dispute.
Red Hammer will review disputed Actions in good faith using available tracking and call-recording data. Red Hammer’s determination regarding the validity of an Action will be final, absent clear evidence of tracking error, fraud, or other material error.
Calls that meet the agreed campaign requirements will be billable regardless of whether the Buyer ultimately converts, books, sells to, or otherwise monetizes the Call or Lead.
5. Buyer Responsibilities
Buyer is responsible for:
- Providing accurate business information, service areas, hours, phone numbers, and campaign requirements.
- Ensuring that Buyer is capable of servicing the geographic areas and types of Calls being purchased.
- Properly handling and responding to Calls and Leads.
- Complying with all applicable federal, state, and local laws and regulations relating to its use of Calls and Leads.
- Providing timely notice of any changes to campaign requirements.
Buyer is solely responsible for its products, services, advertising claims, customer interactions, and use of Leads or Calls.
6. Compliance
Each party agrees to comply with all applicable laws and regulations relating to its obligations under the Agreement.
Buyer is solely responsible for compliance with laws governing its use of consumer information and its subsequent communications with consumers, including applicable telemarketing, privacy, TCPA, and other consumer-protection requirements.
7. Payment
Rates and payment terms will be set forth in the applicable IO or campaign agreement.
Unless otherwise agreed in writing, invoices are due Net 15 from the invoice date.
Red Hammer may suspend or terminate campaign delivery if an account becomes past due. Buyer remains responsible for all undisputed amounts accrued prior to termination or suspension.
8. Term & Termination
Either party may terminate an applicable campaign upon fourteen (14) business days’ written notice, unless otherwise agreed in the applicable IO.
Red Hammer may immediately suspend or terminate a campaign for non-payment, material breach, regulatory concerns, fraudulent activity, or other circumstances that reasonably create a risk to Red Hammer or its partners.
Termination does not relieve Buyer of its obligation to pay for valid Calls or Leads delivered before termination.
9. No Guarantee of Results
Red Hammer does not guarantee any particular number of Calls, Leads, appointments, sales, revenue, conversion rate, or return on investment unless expressly agreed to in writing.
Campaign volume may vary based on market conditions, consumer demand, media availability, geographic coverage, seasonality, budget, and other factors outside Red Hammer’s control.
10. Limitation of Liability
Red Hammer will not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of business.
Red Hammer’s total liability arising out of a campaign or Agreement will not exceed the amount paid by Buyer to Red Hammer for the applicable campaign during the three (3) months preceding the event giving rise to the claim.
Red Hammer will not be responsible for delays, interruptions, tracking errors, telecommunications issues, publisher actions, or other failures caused by circumstances outside its reasonable control.
11. Confidentiality
Each party agrees to keep confidential any non-public business, pricing, customer, campaign, technical, or other proprietary information received from the other party and to use such information only for purposes of performing under the Agreement.
This obligation does not apply to information that is publicly available, independently developed, previously known, or lawfully obtained from another source.
12. Non-Circumvention
Buyer agrees not to knowingly circumvent Red Hammer in order to directly contract with or purchase substantially similar services from a publisher or traffic source specifically introduced to Buyer by Red Hammer in connection with the applicable campaign.
This restriction does not apply to companies, publishers, or business relationships that Buyer can demonstrate were known to or engaged by Buyer prior to the applicable campaign.
13. Independent Contractors
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment relationship, or agency relationship between the parties.
14. Entire Agreement & Electronic Approval
The Agreement, including the applicable IO and any subsequent campaign changes agreed upon in writing, constitutes the agreement between the parties regarding the applicable services.
Email confirmation or electronic acceptance by an authorized representative of Buyer will constitute written approval and acceptance of campaign terms and changes.
15. Governing Law
The Agreement shall be governed by the laws of the State of Illinois, without regard to its conflict-of-law principles.
16. Acceptance
By signing an IO, approving campaign terms electronically, or otherwise authorizing Red Hammer to begin delivering Calls or Leads, Buyer acknowledges and agrees to these Terms.