INSPIRE MEDIA GROUP, LLC

ADVERTISING STANDARD TERMS AND CONDITIONS

  1. DEFINITIONS.
  • IMG: Inspire Media Group, LLC. An advertising network of Publishers whose assets are managed and/or maintained by IMG. The list of Publishers may vary from time to time, and a current list is available from IMG
  • Publisher(s): Owner of website(s) and/or email list(s) upon which Advertiser is placing advertising according hereto.
  • Advertiser: Collectively and individually, the legal entity or person for whom the advertising is placed and the person and/or agency placing the order on behalf of such legal entity or person.
  • Banner Advertisement: The graphic file, which is no larger than 150KB, supplied by Advertiser that is displayed on Publisher’s website.
  • Advertising Services:This includes display ads, email ads, dedicated emails, retargeting, and programmatic advertising.
  • Network Impressions: Impressions of Advertiser’s banner(s) delivered over IMG.
  • IO: Insertion Order describes the transaction entered into between Advertiser and IMG.
  1. PURCHASE OF ADVERTISING. Advertiser hereby agrees to purchase the advertising services requested upon the terms and conditions hereof.
  2. PLACEMENT. Upon acceptance of the advertisement by IMG, Advertiser shall receive advertising placement as specified on the IO, commencing on the start date. Advertiser understands that each Publisher may display Advertiser’s banners at a frequency that it sees fit. IMG shall deliver advertising impressions described on the IO in the time frame requested by Advertiser.
  3. PAYMENT. Payment shall be made prior to running the campaign via check, credit card, ACH, or other payment method. Bank fees or merchant fees shall be paid by the clients. Accounts become past due on the 30th day following invoice date. If it becomes necessary for IMG to institute legal proceedings for the collection of any balance due under this account, Advertiser agrees to pay all attorney fees and all costs of suit or collection fees associated with such collection.
  4. ADVERTISING. All contents of the advertisement are subject to IMG and/or Publisher(s) approval. IMG and/or Publisher(s) reserves the right, without liability, to modify, reject, omit, exclude, or cancel any advertisement for any reason. Banner ads scheduled to run on IMG-owned websites may be displayed on a remnant basis and at any frequency that it sees fit to meet the terms of the IO.
  5. TRUTH IN ADVERTISING/INDEMNIFICATION. Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any damages and/or claims by third parties arising from use of Advertiser’s ads or site or products and or services sold or offered on Advertiser’s site, and (3) any material to distribution, or transmission of the Advertisement shall not violate any criminal laws or any rights of any third parties. Advertiser agrees to indemnify IMG, its officers, directors, and employees and Publisher(s) against all liabilities, claims, losses, damages, and expenses arising out of or related to breach of the IO or these Terms and Conditions. Advertiser agrees to hold IMGits officers, directors, and employees and Publisher(s) harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by IMG and/or Publisher(s), arising out of or related to Advertiser’s breach of any of the foregoing representations and warranties.
  6. LIMITATION ON LIABILITY. IMG and/or Publisher(s) shall not be liable for its failure, for any cause, to post an advertisement and/or any part thereof. Liability for any error caused by IMG or Publisher(s) or failure to deliver any part of an IO is limited to a credit equal to the cost of the advertising not delivered. If any part of the campaign is not delivered due to the fault of IMG and/or Publisher(s), credit for that portion of the IO that was not delivered shall be given. To qualify for any adjustment, the error must materially affect the value of the advertisement and any error must be reported within 14 days of the completion of the campaign or the date the error is discovered, whichever date is earlier.
  7. LIMITATION ON DAMAGES. NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST DATA, LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY. Each party’s liability hereunder for damages, regardless of the form of action, shall not exceed 100% of the total amount paid for services under the applicable IO. The parties agree that the amounts stated herein are fair under the circumstances and that the prices reflect the limitation of liability.
  8. TERM/TERMINATION. This Agreement may be terminated upon the written consent of both parties. Cancellation in part or in full by Advertiser, or failure to deliver all necessary material and payments to run all or part of a campaign on its scheduled date shall subject Advertiser to a cancellation fee of 40% of the applicable part of the campaign. This Agreement shall become effective on the execution date of the IO.
  9. RESPONSIBILITY OF ADVERTISER. Unless agreed in writing that IMG shall produce the graphics necessary for the proposed campaigns, it is Advertiser’s sole responsibility to provide all artwork necessary prior to the campaign flight date. Campaigns shall be charged beginning on the flight date whether or not art is provided unless agreed otherwise by IMG in writing.
  10. DELIVERY. All Campaign delivery, tracking and measuring, including but not limited to banner impressions and clicks shall be measured by IMG’s third-party hosting companies or by the Publisher(s).
  11. PUBLICITY.  Client agrees that Agency may reference its general business relationship with Client for marketing and public relations purposes.
  12. FORCE MAJEURE. IMG is not liable for delays in performance and/or nonperformance resulting from any condition beyond the control of the Publisher(s).
  13. WARRANTY. IMG warrants that the services provided hereunder shall be performed in a professional and workmanlike manner and, with respect to IOs in which there are specifications for work products, that such work products shall conform in all material respects to the specifications set forth in the IO for such work product for a period of 90 days from the date of acceptance. Client must report any deficiencies to IMG in writing within such 90-day period to receive warranty remedies. For any breach of the above warranty, Client’s exclusive remedy, and IMG’s entire liability shall be to provide services to correct the deficiencies. If IMG is unable to correct the deficiencies, Client shall be entitled to recover the fees paid to IMG for the portion of the services or work product which is deficient. EXCEPT AS STATED HEREIN OR ANY INSERTION ORDER, IMG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Notwithstanding anything herein to the contrary, IMG makes no warranties with respect to any portion of any deliverable developed by Client or by any third party, including any third-party software, hardware, or other third-party products provided by IMG.
  14. CONFIDENTIALITY. Each party shall treat the terms hereof as strictly confidential and keep confidential and not disclose or use other than in accordance herewith any information received or obtained in connection herewith which is: (i) by its nature confidential; (ii) which it knows or ought to know is confidential; or (iii) is designated by the disclosing party as confidential, (“Confidential Information”). The provisions of this Section shall not prohibit disclosure or use of Confidential Information if and to the extent: (a) required by applicable laws or for the purpose of any judicial proceedings or to a tax authority in connection with the tax affairs of a party; (b) it becomes publicly available other than as a result of a breach of an obligation of confidentiality; (c) the Confidential Information is already in the possession of the receiving party or is independently developed by the receiving party; or (d) the disclosing party has given prior written approval to the disclosure. All terms and conditions hereof are Confidential Information hereunder.
  15. MISCELLANEOUS. Advertiser may not assign this agreement, in whole or in part, without IMG’s written consent. Any attempt to assign this Agreement without such consent shall be null and void. IMG may assign its rights to any third party for the purpose of collection of any outstanding debt. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. If any term hereof or any application thereof shall be invalid or unenforceable, the remainder hereof and any other application of such term shall not be affected thereby. This Agreement shall not be waived, changed, or discharged, except by written agreement signed by the party against which enforcement is sought. This Agreement is executed in and shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. This Agreement may be executed in any number of counterparts all of which shall be considered one and the same Agreement. This Agreement embodies the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous, oral, or written, understandings, negotiations, or communications by or on behalf of the parties.