Media Product Terms
ReachLocal New Zealand Limited (trading as LocaliQ)
Marketing Services Terms & Conditions
Media Product Terms
Last Modified: 13 September 2023
Important: these are the product terms (these “Media Product Terms”) pertaining to ReachLocal New Zealand Limited (trading as LocaliQ) Search Engine Marketing, Display, Retargeting, Social Ads and Shopping Ads products (collectively referred to sometimes as the “Media Products”). These Media Product Terms are referred to in the LocaliQ 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 Media Products constitutes your agreement to be bound by these Media Product Terms.
In the event of a conflict between these Media Product Terms and the Marketing Terms and/or Order Form, the Media Product Terms shall prevail.
We reserve the right to make changes to these Media Product 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 online at our website www.localiq.nz, 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 Media Products.
Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.
1. Advertising Placement and Location.
(a) Placement. ReachLocal New Zealand Limited (trading as LocaliQ) 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 LocaliQ does not operate or control the Publishers – with the exception of its own proprietary online directory or other properties owned or operated by LocaliQ or its affiliates (the “LocaliQ Properties”). You further acknowledge that at any time during a campaign, the Publisher mix may change and that LocaliQ makes no guarantees about when or where the Ads will be displayed by the Publishers or by LocaliQ.
(b) Ad Targeting. ReachLocal New Zealand Limited (trading as LocaliQ) 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 LocaliQ 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 LocaliQ, and you will indemnify and hold harmless LocaliQ 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 and the sharing of such Targeting Information, including personally identifiable information (for use in direct targeting or building targeting profiles), as applicable, with the Publishers in order to deliver the Ads.
(c) LocaliQ Properties and Third-Party Directories. LocaliQ may create and post online, in the LocaliQ 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 LocaliQ Properties even after LocaliQ is no longer providing Marketing Services to you. Such Local Profiles may also include Tracking Services.
(d) Facebook Integration. The Social Ads Media Product seeks to bring you targeted local customers via ads delivered on Facebook. In order to enable LocaliQ to deliver this service, you must provide LocaliQ access to your Facebook account and authorise LocaliQ to act as your administrator solely in connection with promotion of your ads on Facebook. While LocaliQ 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 LocaliQ’s content guidelines, and you hereby approve LocaliQ to disseminate such content, unless otherwise directed by you in writing. LocaliQ 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.
(e) Shopping Ads. Shopping ads allows you to promote your products across our Partner’s properties. Use of Shopping Ads is subject to the Partner’s Merchant Centre Terms of Service as available from time to time, including, without limitation, with respect to disclosure of third-party content, the license of trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers to the Partner in connection with the Merchant Centre and its Guidelines. You further agree to receive emails, calls and other communications from the Partner in connection with Shopping Ads and authorise and agree that LocaliQ shall, and you will assist as reasonably necessary and requested, among other things in connection with the Shopping Ads: (i) extract product information from your website using certain software tools and systems, (ii) optimise and alter in certain respects such product information prior to submitting it to the Partner in order to serve the Shopping Ads, (iii) create and/or manage a Merchant Centre account and Shopping Ads campaign on your behalf, and (iv) optimise the Shopping Ads campaign. To run Shopping Ads, you must also install and use any nominated Analytics and/or conversion tracking tag to report on revenue generated by the Shopping Ads campaign and share such information with LocaliQ and the Partner.
Terms of Service for our Partners include the following:
2. Campaign Logistics.
(a) Duration. Upon receipt of your signed Order Form, LocaliQ 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 LocaliQ may take up to ten (10) business days or longer to review and prepare the campaign (or longer, if LocaliQ has been asked to provide creative services or if LocaliQ 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.
(b) Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Media Products, each “Campaign Cycle” is the period of time from LocaliQ’s commencement of applying the Campaign Budget until such time as no less than 98% of the Campaign Budget has been utilised. While, on average, this is approximately a 30-day period, LocaliQ makes no guarantees with respect to the time it takes to utilise the Campaign Budget. You acknowledge that all statistics provided by LocaliQ evidencing such utilisation shall be conclusive and binding for all purposes of the Agreement.
(a) Description of Fees: You agree to pay the following, in the amounts set forth on the Order Form:
i. Campaign Media, Management & Optimisation Fees cover: (i) Ads placed with Publishers; (ii) the optimisation technology services provided by LocaliQ; (iii) the management of the Campaign by campaign professionals; and (iv) reporting on the performance of the Campaign. This is a “Product Fee” as described in the Marketing Services Terms and the Order Form.
ii. Service Fees for the delivery of any related services including any Telco costs including additional phone lines, 1300 numbers or complex routing services.
iii. Campaign Set-Up Fee refers to a one-time upfront fee for the set-up of a campaign, which includes, but is not limited to, campaign setup, Publisher set up, keyword generation, proxy creation, phone tracking set-up, creative services and other similar set-up requirements. With respect to Search Engine Marketing, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.
The Order Form also describes the following terms:
i. Campaign Budget refers to the recurring amounts payable for the Media Products for each Campaign Cycle, including the Campaign Media, Management & Optimisation Fees.
ii. 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.
(b) 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 or interruptions to the campaign, LocaliQ may charge the Client Card or cause payment to be made through direct debit for the upcoming Campaign Cycle when 80% 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.
(a) Ad Content. You will deliver all content required for any Ad to LocaliQ. If such content does not conform to LocaliQ’s or any Publisher’s specifications, then LocaliQ 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, LocaliQ will ask you to provide another Ad. If LocaliQ is unable to procure an Ad that satisfies the necessary requirement, LocaliQ 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 LocaliQ. The acceptance of an Ad does not constitute approval or endorsement of the Ad by LocaliQ or by any Publisher.
(b) Keywords. With respect to Search Engine Marketing, LocaliQ shall have 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 LocaliQ will use reasonable efforts to use these Keywords, LocaliQ makes no guarantees that all such Keywords will be used. To the extent that LocaliQ 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 LocaliQ 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 LocaliQ and ensure compliance.
5. Privacy Considerations.
Last updated on September 13, 2023