IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “PAID ADS TERMS”) PERTAINING TO CLEAR AGAIN, LLC.’S (“CONTENTFIRST.MARKETING” OR “WE”) SEARCH MARKETING, TARGETED DISPLAY AND SOCIAL ADS PRODUCTS (COLLECTIVELY REFERRED TO SOMETIMES AS THE “PAID ADS”). THESE PAID ADS TERMS ARE REFERRED TO IN THE CONTENTFIRST.MARKETING MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES THESE PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE MARKETING SERVICES TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE PAID ADS TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THE PAID ADS TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PAID ADS TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES THESE PRODUCTS.

Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.

1. Advertising Placement and Location.
   1. ContentFirst.Marketing will determine when possible, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any campaign. You acknowledge that ContentFirst.Marketing does not operate or control the Publishers – with the exception of its own proprietary online directory or other properties owned or operated by ContentFirst.Marketing or its affiliates (the “ContentFirst.Marketing Properties”). You further acknowledge that at any time during a campaign, the Publisher mix may change and that ContentFirst.Marketing makes no guarantees about when or where the Ads will be displayed by the Publishers or by ContentFirst.Marketing.
   2. Ad Targeting.Marketing will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the campaign initiation process, but ContentFirst.Marketing does not guarantee that your Ads will only be displayed in the target locales. If and to the extent you provide physical addresses or other geographic data, personally identifiable information (for use in direct targeting or building targeting profiles) or other information for the purposes of delivering targeted Ads, including information to target Ads by demographics, personal attributes, location, interests or any combination of the foregoing (collectively, “Targeting Information”), you represent and warrant you have full authority, in compliance with all applicable laws, to deliver such Targeting Information to ContentFirst.Marketing, and you will indemnify and hold harmless ContentFirst.Marketing and its licensors from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorneys’ fees and expenses) arising from or related to the Targeting Information, including any use of the Targeting Information in delivering your Ads.
   3. Marketing Properties and Third-Party Directories.ContentFirst.Marketing may create and post online, in the ContentFirst.Marketing Properties or the directories of third parties, profile page(s) for you, which may include the following information: your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and Your business (the “Local Profile”). You acknowledge that because of the nature of the Internet, your Local Profile may remain in the ContentFirst.Marketing Properties even after ContentFirst.Marketing is no longer providing Marketing Services to you. Such Local Profiles may also include Tracking Services.
   4. Facebook Integration. The Social Ads Paid Ads seeks to bring you targeted local customers via ads delivered on Facebook. In order to enable ContentFirst.Marketing to deliver this service, you must provide ContentFirst.Marketing access to your Facebook account and authorize ContentFirst.Marketing to act as your administrator solely in connection with the promotion of your ads on Facebook. While ContentFirst.Marketing will use your Facebook account in connection with this service, you will continue to be bound by Facebook’s relevant terms and conditions, including without limitation its relevant ad policies at https://www.facebook.com/policies/ads which, among other things, reserve Facebook’s right to reject or remove ads in Facebook’s sole discretion. All content that will be posted on Facebook as part of this service will comply with ContentFirst.Marketing’s content guidelines, and you hereby approve ContentFirst.Marketing to disseminate such content, unless otherwise directed by you in writing. ContentFirst.Marketing cannot control and is not responsible for the policies of any third-party Publisher, such as Facebook, or for any alteration, enforcement or interpretation thereof.
   5. Google Call Conversion Tracking. In connection with certain Paid Ads campaigns run on Google properties, Google may record, monitor and review a small percentage of phone calls attributable to the campaign for quality assurance purposes and to ensure compliance with their ads policies, subject to their policies set forth here. When recording such calls, Google will notify the consumer that the call is being recorded. In addition, you must advise all of your employees that their calls may be recorded and ensure that such recordings and notifications comply with all laws, regulations, and practices relevant and/or applicable to you or your business. You understand and agree that any attempts to disrupt or prevent the playing of the recording or its failure to advise its employees of the recording may expose you to substantial liability. If you have questions or can’t participate in such call recording for legal or regulatory reasons, contact your ContentFirst.Marketing representative to request an exemption from such monitoring and recording.
2. Campaign Logistics.
   1. Upon receipt of your signed Order Form, ContentFirst.Marketing will initiate the process of setting up your campaign. The duration of the campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date unless earlier terminated by the parties as provided in the Marketing Services Terms. The “Actual Start Date” refers to the actual commencement date of a campaign. You acknowledge that ContentFirst.Marketing may take up to ten (10) business days or longer to review and prepare the campaign (or longer, if ContentFirst.Marketing has been asked to provide creative services or if ContentFirst.Marketing experiences technical difficulties with your campaign) and may require further input from you before distributing your campaign to the Publishers. The Publishers may then take additional time to initiate the campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Order Form. The “Actual End Date” of a campaign will be the day when 98% or more of the Campaign Budget (as defined below) for the last Campaign Cycle has been exhausted. You acknowledge that it may take more or less time to exhaust the Campaign Budget due to, among other things, the scheduling and inventory constraints of the Publishers.
   2. Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Paid Ads, each “Campaign Cycle” is the period of time from ContentFirst.Marketing’s commencement of applying the Campaign Budget until such time as no less than 98% of the Campaign Budget has been utilized. While, on average, this is approximately a 30-day period, ContentFirst.Marketing makes no guarantees with respect to the time it takes to utilize the Campaign Budget. You acknowledge that all statistics provided by ContentFirst.Marketing evidencing such utilization shall be conclusive and binding for all purposes of the Agreement.
3. Fees.
   1. Description of Fees: You agree to pay the following, in the amounts set forth in the Order Form:
      1. Campaign Budget refers to the recurring amounts payable to ContentFirst.Marketing for the Paid Ads for each Campaign Cycle. Your Campaign Budget is used to, among other things, purchase clicks, impressions, listings and/or other media, license our platform, manage and optimize your campaign, track and record your phone calls, track and report the performance of your campaign, and provide customer service.
      2. Cycle Payment refers to the aggregate recurring fees for each Campaign Cycle, as specified in the Order Form, such as the Campaign Budget and any Service Fees.

• Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, proxy creation, phone tracking set-up, creative services, and other similar set-up requirements.  With respect to Search Marketing, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.

1. Timing of Payment. Prior to the initial Campaign Cycle, you shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. You shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, ContentFirst.Marketing may charge the Client Card or cause a payment to be made through ACH for the upcoming Campaign Cycle when 75% of the Campaign Budget for the current Campaign Cycle has been exhausted. You understand and acknowledge that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of your contractual obligations, your campaign may be paused or terminated if timely payment is not made.

4. Advertising Content/Keywords.
   1. Ad Content. You will deliver all content required for any Ad to ContentFirst.Marketing. If such content does not conform to ContentFirst.Marketing’s or any Publisher’s specifications, then ContentFirst.Marketing or the Publisher may, in its sole discretion, reject such Ad or modify it to meet Publisher or other technical requirements or to address campaign performance issues. If an Ad is rejected, ContentFirst.Marketing will ask you to provide another Ad. If ContentFirst.Marketing is unable to procure an Ad that satisfies the necessary requirement, ContentFirst.Marketing will then refund to you any applicable amounts paid in advance. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been delivered to ContentFirst.Marketing. The acceptance of an Ad does not constitute approval or endorsement of the Ad by ContentFirst.Marketing or by any Publisher.
   2. Keywords. With respect to Search Marketing, ContentFirst.Marketing shall have the discretion to select the individual words or phrases (“Keywords”) to be used in connection with the campaign. You may also request the use of certain Keywords. While ContentFirst.Marketing will use reasonable efforts to use these Keywords, ContentFirst.Marketing makes no guarantees that all such Keywords will be used. To the extent that ContentFirst.Marketing uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to you. To the extent that you elect to use Keywords that include the names of your competitors or trademarked terms (“Competitor Keywords”), you do so at your own risk and acknowledge and agree that you bear all liability associated with such action. Without limiting the foregoing, you further acknowledge that ContentFirst.Marketing may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. In addition, if you or your business is regulated by any professional, governmental or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify ContentFirst.Marketing and ensure compliance.
5. Optimized Mobile Landing Page. In order to optimize your media campaign, ContentFirst.Marketing may provide you, for no additional charge, with an optimized mobile landing page (the “Mobile Landing Page”), which will be displayed if a consumer, using a mobile cell phone or smartphone (not a tablet), visits your site as the result of the campaign. If applicable, the Mobile Landing Page will be drawn from your native web site, including, without limitation, trademarks and service marks on your site (the “Web Content”), as determined by ContentFirst.Marketing in its sole discretion, and will be hosted by a third party selected by ContentFirst.Marketing in its sole discretion. The Mobile Landing Page will not include any secure pages. In order to effectuate the foregoing, you grant ContentFirst.Marketing a non-exclusive, royalty-free, sublicensable, worldwide license to use, reproduce, publish, display, distribute, extract and modify the Advertiser Content solely in connection with the performance of its obligations pursuant to this Agreement. YOU RETAIN EXCLUSIVE OWNERSHIP AND ALL RIGHT, TITLE AND INTEREST IN AND TO ALL THE WEB CONTENT. The format and look and feel of the Mobile Landing Page shall be owned ContentFirst.Marketing or its third-party providers. You will not (i) decompile, reverse engineer or reverse assemble any portion of the Mobile Landing Page or attempt to discover any source code or underlying ideas or algorithms of the Mobile Landing Page; (ii) sell, assign, sublicense, rent, lease, loan, distribute or otherwise transfer all or any portion of the Mobile Landing Page; (iii) make, have made, reproduce or copy the Mobile Landing Page; or (iv) cause or authorize any other party to do any of the foregoing.
6. Privacy Considerations. You acknowledge that you are responsible for ensuring that your privacy policy permits ContentFirst.Marketing to provide the services contemplated by these Paid Ads Terms. You should review the ContentFirst.Marketing Marketing Practices, which will explain the privacy implications of the products covered by these Paid Ads Terms.

LAST UPDATED: August 28, 2019