These Terms and Conditions (hereinafter referred to as “Agreement“) are entered into between ArabyAds FZ LLC, a company duly registered and operating under the laws of Dubai, with its principal place of business at 511 CYS Management Building, Al falak street, Dubai Media City, Dubai, UAE (hereinafter referred to as the “Provider“), and you (hereinafter referred to as the “Client“).
Definitions
1.1. “Cost per Lead” refers to the pricing model where the Client pays the Provider for each lead generated, subject to further agreement between the parties.
1.2. “Cost per Verified Lead” refers to the pricing model where the Client pays the Provider for each lead that has been validated via an OTP verification method.
1.3. “Cost per Qualified Lead” refers to the pricing model where the Client pays the Provider for each lead that has been determined to be highly likely to convert into a customer for the Client based on the evaluation of a third-party call center appointed by the Provider.
1.4. “Lead” refers to a potential customer or prospect who has expressed interest in the Client’s products or services and has filled out the form provided through the advertising channels as agreed from time to time between the Client and the Provider.
1.5. “Landing Page” means a standalone web page, created specifically for an advertising campaign. It’s where a visitor “lands” after they click on a link in the advertisements. landing pages are designed with a single focus or goal, known as a call to action.
1.6. “Customer” refers to the visitors to the Landing Page which are interested in the Client’s business.
Services
2.1. The Provider agrees to provide cost per lead services (hereinafter referred to as “Services”) to the Client. The Services include generating leads that serve the Client’s business, using various marketing channels, strategies, and techniques as agreed between the parties in separate application/form.
2.2. The Provider will make reasonable efforts to generate high-quality leads that meet the criteria and specifications agreed upon with the Client. The Provider does not guarantee the quantity, quality, or conversion rate of the leads generated in case that the Client specifies or selects the advertising channels should be used by the Provider.
2.3. The content of the lead, including but not limited to contact information and any accompanying details, shall be provided by the Client unless otherwise agreed between the parties. The Client is responsible for ensuring the accuracy and compliance of the content provided.
2.4. The Provider agrees to share with the Client all advertisements/campaigns details before their launching on the Provider’s advertising channels. The Client shall approve such advertisements/campaigns within [2 ] working days from its receipt, in case no response was provided by the Client within the said period, the advertisements/campaigns are deemed accepted by the Client and the Provider shall be entitled to proceed with launching on the advertisement channels.
Lead tracking system:
3.1. In the event that the Client has a Landing Page which is already operating before adhering to this Agreement, the Client agrees to integrate any tracking system (e.g., tracking pixel) that may be requested by the Provider, for optimization and counting purposes.
3.2. In the event that the Client does not have a Landing Page, the Provider shall create a Landing Page for the Client, subject to further cost, where such tracking system shall be integrated and all the data of such created page shall be communicated to the Client in a secured manner.
3.3. The Client agrees to apply a test on the tracking system as instructed and requested by the Provider before going live through any advertising / marketing channels. In case the Client refuses or rejects the request regarding testing the tracking system, the campaign shall not be launched (i.e., shall not go live), without assuming any further liability by the Provider.
Different business models terms:
4.1. CPL
4.1.1. The Client and the Provider shall together agree in a separate form/ application on the number of the valid Leads which should be received by the Client during a certain period of time.
4.1.2. The Client shall share with the Provider by the end of each month (from 21 th to 25th of the ongoing month) a list with the received Leads, which shall include all valid and invalid Leads (e.g., incorrect number, duplicates, didn’t fill the form) (“List of Leads”).
4.1.3. The Provider shall approve the List of Leads and agree to replace the invalid Leads only up to 10% of the agreed Leads number between the parties. The replacement shall not be applicable in case the List of Leads was not provided within the aforementioned period. In no event the Client shall be entitled to deduct any amounts without the prior written consent of the Provider.
4.2. CPVL
4.2.1. The Client and the Provider shall together agree in a separate form/ application on the number of the valid Leads which should be received by the Client during a certain period of time.
4.2.2. The Provider shall appoint a third-party verifier which shall generate messages to the registered phone numbers / emails in the Lead by the Customer using OTP service. The Client hereby accepts the appointment of any third-party verifier chosen by the Provider and agrees to commit to any requirements that need to be applied/ integrated by the third-party in order to execute the agreed verification service.
4.2.3. All reports and records provided by the third-party verifier are deemed valid, correct, final and binding for both Parties.
4.2.4. The Provider shall issue the invoice based on the third-party verifier records and the Client hereby accepts to commit to the payment terms and conditions contemplated herein this Agreement, form/ application signed by the Parties and/or issued invoice by the Provider.
4.3. CPQL
4.3.1. The Client and the Provider shall together agree in a separate form/ application on the number of the qualified Leads which should be received by the Client during a certain period of time.
4.3.2. The terms and conditions of the CPVL shall apply to this section as the verification phase is deemed an essential preliminary step to the CPQL business model.
4.3.3. The Client understands that the involvement of the trusted third party for Lead qualification is an essential part of the CPQL. The Provider shall appoint a third-party call center which shall carry out the qualification process of the Customer and shall inform both Parties with the received qualified Leads. The Client hereby accepts the appointment of any third-party verifier chosen by the Provider and agrees to commit to any requirements that need to be applied/ integrated by the third-party in order to execute the agreed service.
4.3.4. In order to apply this business model of CPQL, the Client undertakes to share a maximum of (5) five questions with the Provider in order to include them in the Leads.
4.3.5. All the Leads shall be shared through an online sheet by the provider and the Client shall be given access – only to the Client’s representatives agreed between the Parties.
4.3.6. All reports and records provided by the third-party call center are deemed qualified, correct, final and binding for both Parties.
Client’s Responsibilities
5.1. The Client agrees to provide accurate and up-to-date information to the Provider regarding the target audience, lead criteria, and any other specifications required for lead generation.
5.2. The Client shall promptly review and provide feedback on the generated leads. The Client acknowledges that timely feedback is essential for optimizing lead generation efforts.
Confidentiality
6.1. In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
6.2. This section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of this Agreement. For clarity, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
Intellectual Property Rights
7.1. Intellectual property rights in all software, trade and service marks, brands, names, logos, inventions, patents, copyrights, registered designs, design rights, information, technology and all other proprietary or intellectual property rights or data whatsoever supplied by either Party under the Agreement shall remain the property of that Party or its licensors. Any intellectual property rights to any developments shall be the property of the developing Party.
Temporary Suspension
8.1. The Provider reserves the right to restrict functionalities or suspend the Services (or any part thereof), and remove, disable or quarantine any Service data or other content if (a) The Provider reasonably believes that the Client has violated this Agreement; or (b) The Provider suspects or detects any malicious software connected to the Client’s website or use of Service, (c) the Client delay in responding to any of the Provider’s requests.
Limitation of Liability
9.1. In no event shall either Party be liable for any indirect, incidental, consequential, special or similar damages of any kind whatsoever, incurred by the other Party, including without limitation any loss of profit, revenue or income, loss or use of data, or interruption of business, however arising and whether in an action in contract or tort (including strict liability and negligence) or based on breach of any warrant, even if a Party has been advised of the possibility of such damages. In any event, the total liability payable by one Party to another for any cause whatsoever, regardless of the form of action and whether in contract, tort, strict liability or other theory shall be limited to direct, proven damages which shall not exceed, in the aggregate, the charges paid by a Party during 6 months period prior to the time of the claim or cause of action in question.
9.2. The aforesaid limitations of liability do not apply (i) to damage caused by the fault of any Party, its statutory representatives or employees resulting from harm to life, physical harm or harm to health; (ii) gross negligence, and (iii) willful misconduct.
Liability for Advertising Placements
10.1. The Company shall only be liable to meet the requests of the Client when it chooses the advertising places or programs itself. In such cases, the Company will make its best efforts to fulfill the Client’s requests and achieve the desired results.
10.2. If the Client chooses the advertising means or platforms independently, the Company shall exert its best effort to meet the Client’s requests. However, in such cases, the Company does not guarantee the fulfillment of the Client’s specific objectives. The Client acknowledges that the effectiveness and results of advertising campaigns may vary based on factors beyond the Company’s control.
10.3. In the event that the Company’s efforts to meet the Client’s requests regarding independently chosen advertising means or platforms are not fully achieved, the Client agrees to pay for the achieved progress or results as per the agreed pricing and payment terms outlined in separate form/ application.
Representations, Warranties and Disclaimers
11.1. Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
11.2. Disclaimers. THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY THE CLIENT FROM THE PROVIDER OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Governing Law and Jurisdiction
12.1. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, Emirate of Dubai. Any disputes arising out of or in connection with this Agreement shall be exclusively subject to the jurisdiction of the courts of Dubai.
