Advertiser Terms of Service (Clinical Media Self-Serve Platform)

Effective Date: October 1, 2025


Service Provider: ClinicalMedia, LLC, a Texas Limited Liability Company (“Clinical Media, Company,” “we,” “us,” or “our”).
Applies to: Companies and individuals who create an advertiser account to run ads (“Advertiser,” “you” or “your”).

Clinical Media operates a platform and media processes where Health Care Advertising materials or other content is presented to interested individuals through the website or email and messaging distributions. These Service Agreement Terms and Conditions (“Terms”) set forth the Agreement between Clinical Media  and you as an Advertiser.  We attract and identify responses to your Health Care Advertising materials in our platform, providing you a way to efficiently identify and contact individual responding to your advertisement materials.

Upon your registration into the Clinical Media Platform,  you may place orders, listings or campaigns (“Listing”)  whereby, according to the terms set forth herein and/or on the Listing, you ("Advertiser") agree to display and publish an advertising campaign (the "Campaign") on Clinical Media’s platform pursuant to the  parameters set forth in the Listing. By your application into the Clinical Media Network program and/or by submitting an Listing, Advertiser expressly consents to these Terms and any subsequent revisions.

1. Accounts & Access

  • Eligibility. You must have authority to bind your organization and comply with applicable advertising, privacy, and industry laws.

  • Account Security. You are responsible for all actions taken under your account and for maintaining the confidentiality of credentials.

  • Authorized Users. You may permit your personnel to access your account; you remain responsible for their compliance.

2. Campaigns, Listings & Creative

  • Listings. A “Listing” includes an ad configuration you submit for delivery (e.g., creative assets, destination URL, targeting, and bid).

  • Creative Standards. All creative and landing pages must be truthful, non-deceptive, and compliant with applicable laws, regulations, and platform policies (including sector-specific rules where relevant).

  • Review & Enforcement. We may review, reject, pause, or remove any Listing or campaign at our discretion for policy, legal, safety, or quality reasons.

  • Prohibited Content. Without limitation: illegal products or services; misleading or unsubstantiated claims; malware or deceptive practices; adult sexual content; hate/harassment; unlawful discrimination; infringement or unauthorized use of third-party rights.

3. Delivery & Targeting

  • No Guarantee. We do not guarantee impressions, clicks, conversions,  volume of responses or outcomes. Delivery depends on inventory, competition, targeting, and system performance.

  • Targeting. You are responsible for lawful targeting criteria and for avoiding discriminatory practices. We may adjust or limit targeting to comply with laws or our platform policy.

  • Brand Safety. We strive to maintain quality standards but do not warrant the context, placement, or content adjacency of advertisements.

4. Measurement & Reporting

  • Platform Metrics. Reporting (e.g., impressions, clicks, conversions, spend) is based on our measurement systems and is authoritative for billing and performance.  Advertiser will only be charged for each unique, bona fide visitor or customer as may be indicated for the Listing which is generated by Clinical Media who has satisfied requirements set forth in the Listing. Clinical Media's determination of the Fees payable based on Listing statistics shall be final and binding.

  • Discrepancies. You must notify us in writing of any reporting or billing discrepancies within 10 days of the applicable invoice or charge notice; otherwise, the report is deemed accepted.

5. Pricing, Billing & Payment

  • Pricing Models. We may offer Cost-Per-Click (CPC) and/or Cost-Per-Acquisition (CPA) pricing, as specified in the platform when you configure a Listing.

  • Qualified Events. For CPC, billable events are qualified clicks as measured by our systems. For CPA, billable events are qualifying conversions as measured or validated by our systems (including via approved postback or verification methods).

  • Budgets & Pacing. You may set budgets and bids; actual spend may vary due to pacing and traffic variability.

  • Payment Terms.  You may authorize Stripe to charge this credit card on a recurring basis for the amount indicated for my selected pricing model plus all other agreed upon fees and costs. Any charges not paid through Stripe will be invoiced for payment monthly.  Any authorizations will remain in effect until revoked.

  • Billing and Payment You agree that all fees, taxes and charges owed or payable by you shall be paid by automatic debit to your bank account or by credit card or may be invoiced to you, and you shall provide to the Company and at all times ensure that the Company has accurate and complete bank and/or credit card information and authorizations as necessary to enable the Company to automatically collect all sums as and when due by you on a recurring basis directly from your bank or credit card account. The Company shall not be responsible for any payment or other refunds of any kind to you. You must notify the Company in writing of any billing or payment discrepancies within sixty (60) days from the applicable due date in order to be eligible to receive an adjustment or credit. Without limiting any of the foregoing, you agree that you will be responsible for all fees, charges, duties, taxes and assessments arising out of Services that you subscribe for and any products you purchase from the Company or through this site.

  • Non-Payment. Unless otherwise stated and agreed upon by both parties, payment shall be due 30 days after the end of the month for the previous month.  We may suspend or terminate campaigns/accounts for payment failures or suspected fraud and may charge late fees or interest as permitted by law.

6. Advertiser Responsibilities & Representations

You represent and warrant that:

  • You have all rights to the creative, trademarks, and landing pages you provide, and they do not infringe any third-party rights.

  • Your Listings, targeting, and landing pages comply with applicable laws (including consumer protection, privacy, advertising, and sector-specific rules) and platform policies.  Advertiser is responsible for the review and approval (including Promotional review, IRB or Ethical Committee) of any messaging provided to Clinical Media for use.

  • Any claims in your ads are accurate and appropriately substantiated.

  • You will not introduce malicious code, engage in fraud, or interfere with platform operations.

7. Data, Privacy & Tracking

  • Platform Data. We may collect and use data generated by your campaigns (e.g., delivery, performance, and billing data) to operate, secure, improve, and report on the service, including aggregated/anonymized analytics.

  • Consent. Clinical Media shall obtain any required consent relating to use of the Clinical Media Platform in a form and manner compliant with applicable laws and regulations. 

  • Compliance with Laws – Both parties represent and warrant that the materials and  publishing of any Campaign and the display and/or transmission of the Campaign on the Sites or in email will not violate any Federal, State, or Local laws or regulations.

  • Your Compliance. You are responsible for providing legally required notices and obtaining consents on your websites and systems (including for cookies, tracking, or analytics), and for honoring user choices.

  • Personal Data. You will not transmit to the platform any personal data that is not necessary for campaign operation and measurement, and you will not provide sensitive personal data unless expressly agreed in writing and processed under applicable terms.

8. Intellectual Property & License

  • Your Materials. You retain ownership of your creative and marks.

  • Our Materials.  As part of the Service, Clinical Media may share and provide certain information and materials to Advertiser, including without limitation, methods, know-how, technologies, data and other information related to the Clinical Media Platform and reports (collectively, the “Clinical Media Intellectual Property”).  The Clinical Media Intellectual Property shall remain the sole property of Clinical Media and Advertiser shall obtain no rights therein other than as expressly set forth herein.  Subject to the terms, conditions and limitations set forth in this Agreement, Clinical Media grants Advertiser a limited, non­exclusive, personal, non-transferrable, non-sublicensable license to use the Clinical Media Intellectual Property during the term of this Agreement for Advertiser’s own internal business purposes as permitted by this Agreement.  In addition, subject to the terms, conditions and limitations set forth in this Agreement, Clinical Media grants Advertiser a non­exclusive, transferrable, perpetual license to use the Patient Information and reports provided by Clinical Media in connection with the Studies.

  • License to Serve Ads. You grant us a worldwide, royalty-free license to host, reproduce, distribute, and display your Listings (and to use associated marks) solely to operate and promote your campaigns on the platform and participating properties.

9. Suspension & Termination

  • By You. You may pause or stop campaigns at any time; you remain responsible for accrued spend.

  • By Us. We may suspend or terminate campaigns or accounts for policy, legal, or operational reasons, including non-payment or suspected abuse.

  • Effect. Upon termination, your access ends. We may retain records as required by law and for legitimate business purposes.

10. Confidentiality

“Confidential Information” means any business or technical information of Clinical Media or Advertiser that is designated by a party as “confidential” or “proprietary” at the time of disclosure or due to its nature or under the circumstances of its disclosure the party receiving such information knows or has reason to know should be treated as confidential or proprietary.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iv) is rightfully received by the receiving party from a third party without restriction on use or disclosure; or (v) is disclosed with the prior written approval of the disclosing party.

Each Party will not use the other Party’s Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section.  Each Party will employ all reasonable steps to protect the other Party’s Confidential Information from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance.  The foregoing obligations will not restrict either Party from disclosing the other Party’s Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such Party.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND CLINICAL MEDIA INTELLECTUAL PROPERTY ARE PROVIDED AS-IS AND WITH ALL FAULTS, AND CLINICAL MEDIA HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESULTS.  IN PARTICULAR, CLINICAL MEDIA DOES NOT WARRANT ANY RESULTS RELATED TO THE ADVERTISER CONTENT.  THE ENTIRE RISK ARISING OUT OF THE USE, PERFORMANCE OR QUALITY OF THE SERVICE AND CLINICAL MEDIA INTELLECTUAL PROPERTY REMAINS WITH ADVERTISER.

12. Limitation of Liability

EXCEPT FOR INDEMNIFICATION AND YOUR PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABLITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID BY CLINICAL MEDIA TO PUBLISHER FOR THE THREE (3) MONTHS PRECEDING THE CLAIM.

13. Indemnification

Clinical Media will defend Advertiser against claims brought against Advertiser or its directors, officers, employees, agents or affiliates by any third party alleging that Advertiser's use of the Clinical Media Intellectual Property, in accordance with the terms and conditions of this Agreement, constitutes (i) a direct infringement or misappropriation of any issued patent, registered copyright or trade secret rights, or (ii) a violation of any applicable law or regulation.  This obligation of Clinical Media shall not apply if the alleged infringement, misappropriation, or violation results from Advertiser’s breach of this Agreement or any applicable laws or regulations or Advertiser’s negligence or intentional misconduct.

Advertiser will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, and employees from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Advertiser Listings, sites, products, or services; (b) your breach of these Terms; or (c) violation of law or third-party rights.

14. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate and resumes performance promptly.

15. No Assignment

Neither party may resell, assign or transfer a Campaign or any rights hereunder to a third party without the prior written consent of the other party, except for assignment to an affiliate or in connection with a merger, acquisition, or asset transfer.

16. Non-Exclusivity

Advertiser acknowledges and agrees that Clinical Media may provide services on terms that may differ from those contained herein, or operate websites that are similar to or competitive with the Platform.

17. Changes to the Platform or Terms

We may modify the platform or these Terms from time to time. Material changes will be effective on the stated effective date. Your continued use after that date constitutes acceptance.

18. Governing Law; Venue; Disputes

These Terms are governed by the laws of Texas, excluding conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the courts located in Travis County, Texas. Either party may seek injunctive or equitable relief in any court of competent jurisdiction.

19. Arbitration

All disputed issues between the Parties, including but not limited to any determinations as to the interpretation, applicability, enforceability, scope, formation, performance or nonperformance of this Agreement (“Dispute”), shall be determined by binding arbitration conducted in Travis County, Texas before a single neutral arbitrator. This Agreement is made pursuant to a transaction in interstate commerce and any arbitration under this Agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et. seq. (the “FAA”), the terms of this Agreement and the arbitration rules identified below.  The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Streamlined Arbitration Rules and Procedures, effective at the time any demand for arbitration is filed.  Alternatively, if AAA is not available to resolve the Dispute, the arbitration shall be administered by JAMS or, if JAMS is not available, another arbitration administrator agreed upon by the Parties.  The arbitrator shall apply the substantive law of the State of Texas for agreements made in and to be performed in that State.  Judgment on any award issued in the arbitration may be entered in any court of competent jurisdiction.  The arbitrator shall, in the award, allocate all the reasonable costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party which did not prevail, which allocation shall be based upon the arbitrator’s judgment as to who is the prevailing party in the matter.  In addition, in the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator’s award, the other party shall be entitled to obtain its costs including its reasonable attorney's fees for having to compel arbitration or defend or enforce the award.

20. Notices

Any notice required or permitted hereunder shall be given to the appropriate party at the address or contact information specified in the account registration or Listing.

21. Miscellaneous

These Terms are the entire agreement regarding the subject matter and supersede prior or contemporaneous agreements. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect. Neither party’s failure to enforce any provision is a waiver.