PPL Terms & Conditions
SEARCH HOOK PAY-PER-LEAD AGREEMENT THIS PAY-PER-LEAD AGREEMENT
(“Agreement”) is entered into between Search Hook, company based in 9131 Keele St., Unit 4A, Vaughan, Ontario (“Search Hook”) and (“CLIENT”), (collectively, the “Parties” or singularly, the “Party”) as of (“Effective Date”). The Parties hereby agree to the terms as set forth herein.
Section 1: Description of Service Search Hook will implement an internet marketing strategy developed for the CLIENT designed to generate internet leads at a guaranteed cost per lead (“CPL”). Search Hook may generate leads by utilizing approved CLIENT information on CLIENT business practices, and third-party affiliate vendors (“Affiliates”), pay-per-click search engines, and other miscellaneous marketing strategies. and/or applicants who desire additional CLIENT information, or who desire to contact the CLIENT will be directed to a CLIENT contact page. Search Hook will bill the CLIENT for each Valid Lead submitted.
Section 2: Compensation and Budget Caps For each Valid Lead delivered, the CLIENT shall pay Search Hook a variable CPL, based upon the requirements of the CLIENT campaign, as specified and agreed to in the CLIENT’s monthly allocation. CLIENT may provide monthly caps to Search Hook to represent the maximum number of Valid Leads CLIENT is willing to pay for in a given month. These caps may be set as an overall number for the CLIENT, as a capper location for the CLIENT, or for different campaign pricing levels for the CLIENT.
Caps may not be set based on degree level or program of interest. CLIENT may not set any individual monthly caps below $500, or the closest dollar amount above $500 that is evenly divisible by the CPL for the CLIENT. CLIENT may provide changes each month to caps for Search Hook. CLIENT may not reduce the monthly budget cap for leads below $500.
Changes must be sent in writing within five (5) business days before the start of a new month to specify the CPL and the maximum number of inquiries. If written notice to Search Hook is not received with five (5) business days before the start of a new month, the monthly caps for the current month will be applied to the new month until new instructions are provided. If new monthly budgets are received after the start of a month, any Valid Leads that come in for campaigns that were live the previous month, before the monthly budgets are received, will be considered valid and payable. Search Hook will strive to generate the maximum number of leads allowed each month but does not guarantee the volume of leads. In the event the budget cap is not achieved in a given month, the CLIENT will only be billed for the actual number of Valid Lead delivered. Whenever the CLIENT reaches the monthly budget cap, Search Hook will cease delivering leads to the CLIENT until the start of the next month, or until the CLIENT provides an additional cap for the current month.
Section 3: Lead Policy A Valid Lead shall be defined as a completed CLIENT contact page with the following fields of information:
- First Name & Last Name
- Phone Number
- Address, City, State, Zip Code, Email Address
- Service of Interest
- Location of Interest (if applicable)
CLIENT may specify in writing a list of valid zip code(s) or selected radius from a certain location that the prospective student or applicant must live within for billing purposes. Radius validation shall be based on straight line distance and not driving distance. Search Hook shall use its best efforts to contact only those individuals within the defined “AREA”. The CLIENT may change the required fields for a Valid Lead and/or the acceptance area at any point. Any changes in validation rules may cause an adjustment in pricing and may affect the volume of leads delivered to the CLIENT. Upon receipt of written notice from the CLIENT of any such changes, Search Hook shall provide CLIENT with notice of any change in pricing for CLIENTs approval prior to changes in validation rules being implemented. Once approved in writing by the CLIENT, new validation rules shall be implemented. CLIENT will have seven (7) business days from the end of the month to dispute the validity of any lead received in the prior month, otherwise, the lead will be considered payable by the CLIENT.
CLIENT may contest the validity of a lead based on:
1. The name of the lead is false (i.e. Mickey Mouse, Uncle Sam, etc.);
2. The phone number and email address are both incorrect;
3. The lead says that they were not interested in CLIENT services; or
4. The lead is a duplicate from an interactive inquiry source for the CLIENT within the last 30 day time period.
In the case of duplicates, the CLIENT shall provide Search Hook with the time and date of the original version of the lead received by the CLIENT. CLIENT may only dispute duplicate leads within the same name/brand, and not across the CLIENT’s entire system. Any leads delivered the previous month that have not been disputed by the CLIENT by the seventh business day of the month shall be considered valid and payable. Search Hook shall not be responsible for problems with lead delivery due to technology or human error on the part of the CLIENT. Search Hook reserves the right to contest and call to verify any leads returned by the client is invalid. In the case of lead contests, Search Hook and CLIENT shall reach a mutual agreement on the validity of a lead for billing purposes. Any Valid Lead accepted by the CLIENT shall be owned by the CLIENT. Any invalid lead returned to Search Hook shall be owned by BSMG. CLIENT may not, in any manner, contact the invalid lead after the invalid lead has been returned to Search Hook. Search Hook shall use its best efforts to deliver leads in real-time to the CLIENT based on delivery instructions provided by the CLIENT. In any event, where Search Hook cannot fulfill this obligation, Search Hook may delivery leads with up to a two (2) business day delay.
Section 4: Payment Terms CLIENT agrees to make payment to Search Hook within 30 days from the date of invoice for all Valid Leads delivered to the CLIENT under this Agreement. If payment has not been received within 30 days of the invoice date, Search Hook shall have the right, in its sole discretion, to suspend the services being provided to the CLIENT under this Agreement until such time payment is received. Any unpaid invoices will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, until such invoices are paid in full. OR CLIENT agrees to pay in advance for all Valid Leads delivered to CLIENT under this Agreement, in an amount to be determined between Search Hook and CLIENT. CLIENT shall complete and return the Credit Card, money transfer, merchant Billing Authorization Form attached to this Agreement and provide the details of the credit card to be used by a phone to a designated Search Hook representative, by merchant service direct, or money transfer payments.
Section 5: Ownership Rights Search Hook shall retain all right, title and interest in and to all information (“Content”) posted on websites owned by Search Hook, except for any Content CLIENT provide to Search Hook for posting on such websites, to which CLIENT retains all right, title and interest. Subject to the terms and conditions contained herein, CLIENT hereby grants to Search Hook a non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content CLIENT provides to Search Hook for purposes of this Agreement. Both Search Hook and CLIENT shall retain all right, title and interest in and to their respective trademarks, service marks and trade names, worldwide, subject to the limited license CLIENT grants to Search Hook as stated herein.
Section 6: Relationship of Parties Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency, trust, or employment between the Parties hereto. The Parties intend that an independent contractor relationship will be created by this Agreement. CLIENT is interested in the results of the work, but the details and control over the work will lie solely with Search Hook.
Section 7: Confidential Information The Parties understand that they may have access to or receive confidential information from or concerning the other party during the term of this Agreement, and the Parties agree that they will not disclose or use such confidential information, except in the performance of this Agreement. Confidential information shall include but is not necessarily be limited to, any business, technical, academic or financial information from or concerning the Parties, including affiliate partner information.
Section 8: Indemnity Each party agrees to indemnify, release, discharge and hold the other party, its successors and assigns and affiliated corporations, harmless and agrees to defend the other party from and against any and all liabilities, losses, damages, claims (including workers’ compensation claims), lawsuits, causes of action, and expenses associated herewith (including reasonable attorney’s fees in defending against any such claim or lawsuit) caused or asserted to have been caused, directly or indirectly, by the negligence or willful misconduct of the indemnifying Party, its officers, employees, or agents, in its performance under this Agreement.
Section 9: Limitations on Liability IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The cumulative aggregate liability of a Party, whether in contract, tort or otherwise, for all damages arising out of or relating to this Agreement will be limited to an amount equal to the lesser of: (a) actual damages incurred by the Party as a result of the event(s) giving rise to the liability, or (b) the amounts paid, or received, by the Party for the twelve (12) month period immediately preceding the month in which the event giving rise to the liability occurred. The limitation set forth in this Section will not apply with respect to recovery under claims for (a) gross negligence or willful misconduct, (b) breach of any regulatory requirement; or (c) indemnification for claims by third parties regarding infringement of third parties’ intellectual property rights.
Section 10: Governing Law This Agreement and the rights of the Parties hereunder shall be governed by and enforced in accordance with the laws of Ontario, Canada, without regard to its conflict of law provisions. All disputes between the Parties shall be resolved by litigation exclusively in the state or federal courts located in Ontario, Canada.
Section 11: Term and Termination This Agreement shall remain in effect unless terminated for cause in accordance with this Section 11 or by either Party providing 30 days advance written notice of termination. Upon termination, the CLIENT shall be responsible to pay Search Hook for all amounts previously earned, and those amounts incurred through the end of any required notice period. For the entire notice period, the CLIENT shall not decrease its acceptance radius for leads or its monthly lead cap by more than 50% of the month immediately prior to providing the notice of termination. Either Party shall have the right to immediately terminate this Agreement for cause if the other Party (1) breaches its obligation to pay amounts due to the other Party under this Agreement and fails to cure such breach within ten (10) days after receipt of notice; (2) materially breaches any other obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (3) (i) becomes subject to a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, (ii) becomes subject to an involuntary petition regarding the foregoing that is not dismissed within sixty (60) days after filing, (iii) declares or admits publicly and in writing that it is insolvent or is unable to meet its debts as they mature, or (iv) makes an assignment for the benefit of all or substantially all of its creditors.
Section 12: Miscellaneous Entire Agreement. Unless otherwise specified herein, this Agreement constitutes the entire agreement between Search Hook and CLIENT with respect to the services provided hereunder and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between CLIENT and Search Hook with respect to the services provided under this Agreement. Any prior understanding or representation of any kind shall not be binding upon either party, except to the extent incorporated into this Agreement. Any modification of this Agreement, or additional obligation assumed by either party in connection with the Agreement, shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party. Effect of Partial Invalidity. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. In the event that any other provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force as if they had been executed by both Parties subsequent to the removal of the invalid provision. Force Majeure. Either Party will be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes such as fire, flood, earthquake, elements of nature or acts of God, labor disruptions or strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental or third party action or any other cause beyond the reasonable control of such Party.
The Party whose performance has been delayed or prevented will act diligently to resume performance as soon as reasonably possible. Assignment. This Agreement will be binding on the Parties and their respective successors and assigns. Neither Party may assign this Agreement without first obtaining the written consent of the other Party, which may not be unreasonably withheld, except that Search Hook may assign this Agreement to (i) an affiliate or subsidiary; or (ii) to a successor in interest as a result of a merger, acquisition or public offering without the CLIENT’s consent.
Notices. Any notice, demand or other communication required or permitted to be given under this Agreement will be in writing and will be deemed delivered to a Party (a) the day received when by hand, or by reputable overnight courier, (b) when sent by confirmed Email with a copy sent by another means specified in this subsection, or (c) three (3) business days after the date of mailing if mailed by United States, Canada certified mail, return receipt requested, postage prepaid, in each case to the address of such Party set forth below (or at such other address as the Party may from time to specify by notice delivered in a foregoing manner): In the case of Search Hook: 9131 UNit 4A, Keele St, Vaughan, Ontario In the case of CLIENT: (Form verified contact information provided will be used) Amendments.
The undersigned is the duly authorized representative of the CLIENT & you agree with this terma and conditions.
Serach Hook has the right to make changes to this agreement without notification at any time!