Ring Plus’ Advertising Terms & Conditions (“Terms”) are entered into by and between Ring Plus, Inc. (“Ring Plus”) and the person or entity accepting these Terms (“Advertiser”) (collectively the “Parties”) as of the date of Advertiser’s acceptance. These Terms govern Advertiser’s participation in and use of Ring Plus’ advertising products and services, including without limitation (i) Ring Plus’ wireless cellular phone service; (ii) Ring Plus’ AdVoice advertisement campaign creation system; (iii) all Advertiser accounts created with Ring Plus; (iv) Ring Plus’ AdVoice ringback tone replacement advertising system; and (v) all Ring Plus content creation services (e.g. text-to-speech software and services) (collectively “AdVoice”). If any person or entity does not accept the Terms, they may not use AdVoice. Otherwise, the parties agree as follows:
Advertiser authorizes Ring Plus to place Advertiser’s advertising material and its components (“Ad”) on AdVoice. Advertiser is solely responsible for all: (i) creative material (“Creative”), (ii) Ad trafficking and/or targeting decisions (e.g., location) (“Targets”), (iii) any property to which Advertiser’s Ad directs callers including, without limitation, URLs and phone numbers to which a caller’s phone call is redirected (“Destinations”), and (iv) all services and products advertised and/or sold in Ads and/or at Destinations (collectively “Advertiser Activity”).
Advertiser authorizes Ring Plus to reformat and/or make any adjustments to any Ad which Ring Plus deems necessary in its sole discretion. Advertiser authorizes Ring Plus to use automated tools to format and deliver Ads. Advertiser acknowledges and agrees that Ring Plus may use AdVoice in support of its own products and services without providing any consideration to Advertiser.
Ring Plus’ Advertisement Policies
- If Advertiser is an individual, s/he must be at least 18 years old.
- Ads may not target persons under the age of 18 years.
- Advertiser is solely responsible for its use of AdVoice (e.g., access to and use of AdVoice accounts, usernames, and passwords).
- All Ads are subject to Ring Plus’ approval. Ring Plus may, in its sole discretion, reject, modify, cancel or remove any Ad at any time for any or no reason, including without limitation Advertiser’s non-compliance with any Policy.
- Ring Plus may suspend or terminate Advertiser’s ability to participate in AdVoice at any time, for any reason, and in its sole discretion.
- Ads must be in English, and clear and intelligible.
- All redirect phone numbers provided (i.e., phone numbers to which callers can elect to have their call redirect in response to an Ad) must be controlled by Advertiser, accurate, active (e.g. a call can be completed to a live person or voicemail box), a domestic United States phone number, and not a premium number (including without limitation 1-800 or 1-900 numbers).
- If an Ad provides an email and/or a link to a website featuring images and/or videos, the images and/or videos featured must also comply with these Policies.
- Ads, and the content to which they link, cannot contain offensive or inappropriate language or images. Ads cannot feature bleeped-out offensive language if the offensive language remains identifiable in part.
- Ads cannot contain any content which violates any form of intellectual property rights of others, including without limitation copyright.
- Ads may not violate rights of privacy.
- Ads containing business name and contact information must contain accurate information.
- Ads must be authorized by the entity described in the Ad.
- Ads may not deliver unsafe content or links to unsafe content including without limitation malicious software, viruses, spam or any means of surreptitiously collecting personally identifiable information.
- Ads may not offer for sale items which are otherwise free.
- All Ads must conform to all applicable local, state, and Federal laws, including without limitation consumer protection laws.
- Advertiser must honor all offerings made in Ads.
- Advertiser must offer all consumers who make a purchase from Advertiser a 30-day money back guarantee on all sales, including all shipping costs.
- An Ad may not deliver links to websites that collect personally identifiable information, including without limitation credit card information, unless the website to which it links has an SSL certificate, collects such data only to facilitate the sale of products or services, and provides consumers with the option to delete their information themselves on the website.
- Ads may not state or imply any relationship with or endorsement by Ring Plus without the express written consent of Ring Plus.
- Branding and/or impression oriented campaigns (e.g., without call-to-action interactivity) are prohibited. If Ring Plus determines, in its sole discretion, that Advertiser is running a branding and/or impression oriented campaign, Ring Plus may, in its sole discretion, charge Advertiser on a cost-per-impression basis in any amount up to $0.10 per impression.
- Ads may not offer telephone services, including without limitation services for VoIP, data, text, and wireless cellular phone services. If Advertiser acquires any telephone services customers over AdVoice, Ring Plus will charge, and Advertiser agrees to pay Ring Plus, the amount of $90 (ninety dollars) per customer acquired.
- Advertisers may not capture, store, or use consumers’ phone numbers.
- Advertiser may not send unsolicited text messages to consumers. If Advertiser violates this prohibition, Ring Plus will charge, and Advertiser agrees to pay Ring Plus, a fee of $0.07 (seven cents) per text delivered, and will be subject to all applicable penalties under the law.
- The following subjects, tactics, products, services, and/or targets are prohibited in AdVoice:
- Sexual services
- Casinos and gambling
- Fake or forged documents
- Illegal drugs
- Computer hacking
- Illegal products or services
- Weapons or explosives
- Goods or services which violate any intellectual property rights, including without limitation counterfeit or pirated goods.
- Hate Speech
Advertiser can create Ad campaigns only through AdVoice at http://my.ringplus.net/ads. Advertiser will not be relieved of any payment obligations for Ads for which Creative was not submitted or was submitted by Advertiser after the start date of the Ad.
Either Party may cancel any Ad at any time before the Ad is first played in AdVoice. Ring Plus will not refund any funds on Advertiser’s account for cancelled Ads. If Advertiser cancels an Ad after it has started to play in AdVoice, then Advertiser is responsible for any cancellation fees imposed by Ring Plus, and the Ad may still be played in AdVoice. Advertiser shall remain obligated to pay all charges resulting from Ads played in AdVoice. Advertiser must cancel Ads online through Advertiser’s account.
Charges, Payments, Refunds, Credits, and Transfers
- Advertiser must pay all Ad charges prior to the start of any Ad or the Ad will not be played in AdVoice. Advertiser may add additional funds to refill an account to restart or extend the run of an Ad. Once Advertisers funds are depleted, the Ad will stop playing.
- Except as otherwise provided in these Terms, Ring Plus will calculate charges for Ads based on a cost-per-click basis. Charges shall be based solely on Ring Plus’ calculations. If Ring Plus determines, in its sole discretion, that Advertiser is running a branding and/or impression oriented campaign, Ring Plus may, in its sole discretion, charge Advertiser on a cost-per-impression basis any amount up to $0.10 per impression.
- Ad charges are exclusive of taxes, and Advertiser shall pay all related taxes and other government charges.
- Advertiser must pay all charges in full.
- Ring Plus will not issue refunds for any reason. If Advertiser cancels an Ad before all of Advertiser’s funds placed on that account have been exhausted, Advertiser will not be refunded the unused funds.
- Advertiser may not transfer funds from one Ad or account to another for any reason.
- Ring Plus may, in its sole discretion, issue credits. Advertiser may not offset or transfer any payment due against any other payment due. If Ring Plus does not deliver Ads to the selected Targets, then Advertiser’s sole remedy is to make a written claim for advertising credits within 10 days after an alleged failure. After Ring Plus has received such notice, it may, in its sole discretion, issue a credit within 30 days after Ring Plus makes its determination, and such credit must be used by the “use by date” indicated in the credit notice provided to Advertiser;AND TO THE FULLEST EXTENT PERMITTED BY LAW, ADVERTISER WAIVES ALL OTHER CLAIMS RELATING TO ANY ADVOICE CHARGES.
Ring Plus may suspend or terminate Advertiser’s ability to participate in AdVoice at any time, for any reason, and in its sole discretion. Ring Plus may modify these Terms at any time without liability to Advertiser or any notice other than posting them online featuring a new effective date. Ring Plus will post the modified Terms at http://ringplus.net/legal/advertisers terms. Advertiser should review these Terms regularly. Changes to the Terms will be effective immediately. Either Party may terminate these Terms at any time with prior written notice to the other party, but Ads and accounts, cancelled or not, will still be subject to the Terms in effect at the time the Ad and/or account was created. Any use of AdVoice after an Advertiser’s notice of termination will be subject to the Terms in effect at the time of the post-cancellation use.
Representations, Warranties, and Rights
- Advertiser represents and warrants that it is the sole owner of the copyright and/or any other intellectual property rights to the Ad, or that Advertiser otherwise has the full legal right and authority to grant the rights, licenses, and authorizations granted herein, and hereby grants Ring Plus, the rights, licenses, and authorizations in the Ad necessary for Ring Plus to play the Ad on AdVoice including, without limitation, the non-exclusive, royalty-free, worldwide rights and license to use the Ad and excerpts thereof on AdVoice, including without limitation within the ringback tone space, to play, transmit, copy, store on its servers, reproduce, modify, and create derivatives of the Ad in whole or in part. These rights and licenses are for all copyrights and other intellectual property rights in and to the Creative including, without limitation, any text, musical compositions and recordings and any and all renewals and/or extensions thereof that Advertiser may now or hereafter own or control. RingPlus shall not have any obligation to return any of the Ad to Advertiser. Advertiser may revoke the rights granted herein by cancelling the Ad.
- Advertiser represents and warrants that Advertiser assumes all legal and financial responsibility if any other party asserts a claim of infringement of copyright and/or any other intellectual property rights and/or any other claims of any kind against Ring Plus for the use of the Ad in AdVoice; and
- Advertiser represents and warrants that by accepting these Terms, Advertiser is not violating any law or other agreement.
- Advertiser represents and warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Advertiser is placing Ads on AdVoice. If for any reason Advertiser has not bound such a third party to these Terms, Advertiser will be liable for performing any obligation that the third party would have if it had been bound to these Terms.
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, ADVOICE AND RING PLUS ARE PROVIDED “AS IS” AND AT ADVERTISER’S OPTION AND RISK, AND RING PLUS DOES NOT MAKE ANY GUARANTEE IN CONNECTION WITH ADVOICE OR ITS RESULTS.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OR TYPE OF CLAIM, NEITHER PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THEIR PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OF OR SHOULD HAVE KNOWN THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES WOULD OTHERWISE BE AN INSUFFICIENT REMEDY; AND OTHER THAN ADVERTISER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NEITHER PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THEIR PERFORMANCE OF THESE TERMS FOR MORE THAN THE AMOUNT PAYABLE TO RING PLUS BY ADVERTISER UNDER THESE TERMS IN THE CALENDAR MONTH IMMEDIATELY PRECEEDING THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
Advertiser agrees for themselves, their successors and assigns to defend, indemnify and hold harmless Ring Plus, its officers, employees, agents, affiliates, and licensors from any and all fees, penalties, liabilities, damages, claims, demands, losses, suits, injury to persons or property, judgments and associated costs and expenses of whatever kind including claims directly or indirectly related to these Terms or RingPlus’ use of the Ad (including copyright infringement) asserted by any third party including all consumers to whom Advertiser advertises, whether or not resulting from the negligence or willful misconduct of Advertiser including any third party claim or liability arising out of or related to Advertiser’s Ads, Advertiser Activity, use of AdVoice and/or breach of these Terms by Advertiser. The obligations contained in this section shall survive the termination of these Terms.
The Parties agree to resolve finally and exclusively by binding arbitration any dispute, claim or controversy arising out of or relating to AdVoice or these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate. The arbitration shall take place in Los Angeles, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration, judgment on the award, or enforcement from a court of appropriate jurisdiction in accordance with the laws of California without regard to its conflicts of laws rules, and venue for such actions shall reside exclusively in the Federal or State courts of Los Angeles County, California. The Parties consent to the personal jurisdiction of those courts. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
- These Terms are the Parties entire agreement and supersede any and all other agreements on the subject, either oral or in writing, between the Parties and contains all of the covenants and agreements between them.
- All notices, including those of termination or breach, must be in writing and addressed to the other party’s legal representative or primary contact via email. Notice will be treated as given on receipt. These notice requirements do not apply to legal service of process which is governed by applicable law.
- Except for modifications to these Terms by Ring Plus, any term or provision of these Terms may be amended or waived only by a writing executed by both Parties. The failure of either of the Parties to insist on strict compliance with any of the terms, covenants, or conditions of the Terms by the other Party shall not be deemed a waiver. The waiver by either of the Parties of any breach of these Terms shall not be deemed to constitute a waiver of any other or any subsequent breach.
- If any provision in these Terms is held by a court of competent jurisdiction to be unreasonable, invalid, void, or unenforceable, then this Agreement shall be deemed amended to provide for the modification of such provision to the extent that the court finds reasonable, and the remaining provisions of this Agreement shall continue in full force without being impaired or invalidated in any way.
- Neither Party may assign any part of these Terms without the written consent of the other Party.
- These Terms do not create any agency, partnership or joint venture among the Parties. Neither Party shall have the power to control the activities and operations of the other. Neither Party shall have any power or authority to bind or commit the other.
- Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent it is caused by circumstances beyond its control.