INSPIRE MEDIA GROUP
STANDARD TERMS AND CONDITIONS
Publisher: Website(s) and/or email list(s) upon which Advertiser is placing advertising according to this agreement.
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 said legal entity or person.
Banner Advertisement: The graphic file supplied by the Advertiser, which is no larger than 150KB, displayed on the Publisher’s website.
INSPIRE: An advertising network of Publishers managed and maintained by Infinity Concepts (Agency). The list of INSPIRE Publishers may vary from time to time, and a current list is available from Agency.
Partner Network: An advertising network of Publishers in partnership with Agency.
- PURCHASE OF ADVERTISING. Advertiser hereby agrees to the terms and conditions of this Agreement.
- PLACEMENT. Upon acceptance of the advertisement by Agency, advertiser will receive advertising placement as specified on the previous page, commencing on the start date. Advertiser understands that each Publisher on INSPIRE may display Advertiser’s banners on a remnant basis and at a frequency that it sees fit. Agency will endeavor to deliver advertising impressions placed on INSPIRE in the time frame requested by the Advertiser. However, since Publishers on INSPIRE may display INSPIRE ads on a remnant basis, neither Agency nor Publishers can guarantee delivery within a specified time frame, and delivery of the impressions ordered herein may extend past the requested time frame.
- PAYMENT. Payment will be made prior to running the campaign via check or other payment method. On rare occasions, credit may be extended. In such cases, accounts become past due on the 30th day following the statement date. In the event that it becomes necessary for Agency 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 said collection.
- SEQUENTIAL LIABILITY. Once payment has been made to the Agency, Agency assumes full financial responsibility for remitting payment to media in a timely manner. If, however, Client fails to remit payment to Agency, then financial responsibility for payment lies with Client and not with Agency. This agreement shall remain in effect until such time that Client notifies local media that the Client/Agency relationship has been discontinued.
- ADVERTISING. All advertisement contents are subject to Agency and/or Publisher(s) approval. Agency and/or Publisher(s) reserves the right, without liability, to reject, omit, exclude, or cancel any advertisement for any reason. Banner ads scheduled to run on INSPIRE may be displayed by Publishers on INSPIRE on a remnant basis at any frequency it sees fit.
- TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY. 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 the use of the 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 will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify Agency and Publisher(s) and to hold Agency and Publisher(s) harmless from all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses incurred by Agency and/or Publisher(s), arising out of or related to Advertiser’s breach of any of the preceding representations and warranties.
- LIMITATION ON LIABILITY. Agency and/or Publisher(s) shall not be liable for its failure, for any cause, to post an advertisement and/or any part thereof. Agency reserves the right to modify the graphics. Liability for any error caused by Agency or Publisher(s) or failure to deliver any portion of this order is limited to a credit equal to the cost of the advertising not delivered. Should any part of the campaign not be delivered due to the fault of Agency and/or Publisher(s), credit for that portion of the order which was not delivered will be given. No allowance, however, will be granted for an error that does not materially affect the value of the advertisement. To qualify for any adjustment, 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.
- LIMITATION ON DAMAGES. In no event will Agency or publisher(s), be liable to Advertiser for any damages, including but not limited to special, incidental, or consequential damages, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not Agency has been advised of the possibility of such damage.
- TERM AND TERMINATION. This Agreement may be terminated upon the written consent of both parties. Cancellation of this order in part or in full by the Advertiser, or failure to deliver all necessary material and payments in time to run all or part of a campaign on its scheduled date will subject the advertiser to a cancellation fee of 40% of any part of the campaign that is not delivered due to said cancellation or failure to deliver necessary materials or payments by the advertiser. This Agreement shall become effective on the Start Date.
- RESPONSIBILITY OF THE ADVERTISER. Unless agreed in writing that Agency will produce the graphics necessary for the proposed campaigns, it is the Advertiser’s sole responsibility to provide all artwork necessary prior to the campaign flight date. Campaigns will be charged beginning on the flight date even if the art has not been provided unless agreed otherwise by Agency in writing.
- DELIVERY. All Campaign delivery tracking and measuring, including but not limited to banner impressions and clicks, will be measured by Agency’ third-party hosting companies or by the publisher(s).
- FORCE MAJEURE. Agency is not liable for delays in performance and/or nonperformance resulting from any condition beyond the control of the Publisher(s).
- ASSIGNMENT. Advertiser may not assign this Agreement, in whole or part, without Agency’s written consent. Any attempt to assign this Agreement without such consent will be null and void. Agency may assign its rights to any third party to collect any outstanding debt.
- JURISDICTION. The laws of the Commonwealth of Pennsylvania shall govern this Agreement and all matters relating to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted in a Westmoreland County, Pennsylvania court.
- CONFIDENTIALITY. All terms of this agreement are absolutely confidential by the “Advertiser.” “Advertiser” understands that disclosure of the terms of this agreement may cause Agency significant financial damage.
- PUBLICITY. Client agrees that Agency may reference its general business relationship with Client for marketing purposes.
- ENTIRE AGREEMENT. This Agreement and all exhibits are the complete and exclusive agreement between the parties concerning the advertising order above, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order.