Print and Online Advertising Terms
GENERAL ADVERTISING TERMS
This Advertising 安徽快3时时彩 Agreement (this “Agreement”) is entered into as of the date of later signature below (“Effective Date”) by and between [GANNETT ENTITY], with offices at [Insert Address] (“Publisher”) and [ADVERTISER NAME], with offices at [Insert Address], and (“Advertiser”) [AGENCY with offices at [insert address] (“Agency”). Subject to the applicable Standard Terms and Conditions (the “Standard Terms”) herein, Advertiser desires to procure from Publisher, and Publisher desires to sell to Advertiser, on behalf of itself and/or its affiliates identified in this Agreement, the 安徽快3时时彩 described in this Agreement (each a “Service”). Advertiser may purchase any of the 安徽快3时时彩 described in this Agreement from time to time by submitting insertion order forms to Publisher that reference this Agreement and the applicable Service(s) to be purchased and contain other applicable terms and conditions (each an “Order”).
1. Addendums and Orders. In addition to the terms set forth in these Standard Terms, Advertiser’s purchases of 安徽快3时时彩 from Publisher under this Agreement are subject to the terms and conditions set forth in the applicable Service-specific addendum to this Agreement (each an “Addendum”). The details regarding Advertiser’s purchase of a particular Service (e.g., run dates, ad sizes, etc.) will be described in an Order. Multiple Orders may be executed under this Agreement for a single type of Service.
2. Term. The term of this Agreement will commence as of the Effective Date and shall continue in effect unless and until terminated as set forth herein (“Term”).
3. Economic Terms.
3.1. Fees. Fees for each Service purchased by Advertiser hereunder will be calculated based on Publisher’s (or its affiliates’, if applicable) standard rate card for such Service (“Standard Rates”). Notwithstanding the foregoing, if Advertiser is committing to an annual spend amount or making other firm commitments (e.g., placement, frequency and/or volume commitments), as further specified in Advertising Commitment (each a “Commitment”), Publisher and Advertiser may agree that Advertiser is entitled to discounts off of the Standard Rates on 安徽快3时时彩 purchased in satisfaction of such Commitment. Any such discounts will be reflected in Advertising Commitment (or in adjusted rate cards attached to Advertising Commitment).
3.2. Payment. Publisher will invoice Advertiser on a monthly basis, and payment is due within thirty (30) days of invoice date. If Advertiser fails to timely pay, Publisher may suspend the provision of services hereunder or immediately terminate this Agreement. Advertiser agrees to reimburse Publisher for all expenses incurred by Publisher in connection with the collection of amounts payable, including court costs and attorneys' fees. If this Agreement is terminated due to Advertiser's failure to timely pay, Publisher may rebill the Advertiser for the outstanding balance due at the open or earned contract rate, whichever is applicable, and all discounts shall be forfeited. All deliverables will be the property of Publisher until payment in full is received.
3.3. Expenses. All expenses related to the delivery of Advertiser Content or other materials to Publisher and the return of such materials by Publisher (if return is directed in writing by Advertiser) shall be paid by Advertiser. Publisher may dispose of any advertising materials delivered to it unless acceptable prepaid return arrangements have been made.
3.4. Taxes. In the event that any federal, state or local taxes are imposed on Advertiser’s use of the 安徽快3时时彩 hereunder, such taxes shall be assumed and paid by Advertiser.
3.5. Late Payment. If any amount is not paid within thirty (30) days of when due, Publisher reserves the right to charge interest at the rate of twelve percent (12%) per annum or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid.
3.6. Credit Check. The terms of this Agreement may be subject to a satisfactory credit check on Advertiser (and/or Agency, as defined below). Publisher may request advance payment for any advertisement(s) or other material provided by Advertiser or Agency if periodic credit checks are not satisfactory.
3.7. Billing/Credits. Any claims by Advertiser for a credit related to rates incorrectly invoiced or paid must be submitted in writing to Publisher within ninety (90) days of the invoice date or the claim will be waived. In the event Advertiser is entitled to a credit due to overpayment of an invoice, Advertiser must use the credit within ninety (90) days of issuance or the credit will be forfeited. No cash refunds will be provided for any credit earned by the Advertiser. All credits earned will be for the benefit of Advertiser.
4. Advertising Materials.
4.1. Content. Advertiser may, from time to time, provide Publisher with advertising materials, including, without limitation, text, data, video, audio, images, illustrations, and graphics, trademarks, service marks, and logos (collectively, “Advertiser Content”) for use in connection with Publisher’s distribution of the 安徽快3时时彩 purchased hereunder.
4.2. License. Advertiser hereby grants Publisher and its designees a non-exclusive, irrevocable, worldwide, transferable, sub-licensable right and license (i) to use, reproduce, mirror, distribute, perform and display the Advertiser Content (or any portion thereof) via print and on the websites (mobile and traditional), properties, applications and/or devices described in this Agreement (including any Orders) (collectively, the “Distribution Networks”); (ii) to modify, copy, reformat, transmit and otherwise manipulate the Advertiser Content in connection with such display; and (iii) to use Advertiser’s name and logo in connection with providing the 安徽快3时时彩.
4.3. Clearances. Advertiser will be responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable Publisher to distribute the Advertiser Content under this Section 4, including, without limitation, (i) Clearances for any of the following creative elements appearing in or otherwise displayed via the Advertiser Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and (ii) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the Advertiser Content.
4.4. Advertiser Approval Right. To the extent that Publisher and/or its affiliates are developing any creative or other deliverables on behalf of Advertiser under any Order (e.g., Ads, emails, social media campaigns, etc.), Advertiser will have two (2) days from receipt of any such deliverable to review and approve the deliverable. Advertiser must notify Publisher in writing of any rejection of the deliverable within two (2) days after receipt thereof or the deliverable will be deemed approved by Advertiser. Advertiser will not unreasonably withhold its approval. Only one (1) round of revisions shall be provided unless otherwise agreed by Publisher. Additional corrections or modifications will be subject to an additional charge and may result in delays in the service start date.
5. Ownership. All Advertiser Content or other materials furnished by Advertiser for use hereunder will remain the property of Advertiser and, subject to Section 3.3, will be returned upon request. The results of any and all work performed by Publisher, including development of advertising material, creative work, or other content for Advertiser, will be the property of Publisher. Advertiser may not modify such material or authorize the reproduction or use of such material in any medium without Publisher’s prior written consent. Unless otherwise agreed by the parties, Advertiser and its affiliates may use such creative content only in the format provided by Publisher.
6. User Information. Any user or usage data or information collected via Publisher’s Digital Properties or related to Publisher’s Digital Properties, or any information collected from sites operated by Publisher’s affiliates under this Agreement, shall be the property of Publisher and/or such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement. Any user or usage data or information collected shall be the property of Publisher.
7.1. Termination of Agreement. Either party may terminate this Agreement (including all Addendums entered into hereunder) upon written notice to the other party (i) at any time, if there are no current Orders then in effect under any Addendum; (ii) in the event of a material breach of this Agreement or any Order by the other party that remains uncured for a period of thirty (30) days following receipt of written notice of such breach from the non-breaching party; or (iii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or ceases business as a going concern.
7.2. Termination of Orders. Publisher may terminate any Order for convenience at any time upon thirty (30) days’ prior written notice to Advertiser.
7.3. Effect of Termination. Upon any termination of this Agreement, Advertiser shall pay to Publisher all accrued and unpaid fees for 安徽快3时时彩 utilized by Advertiser through the effective date of termination. Sections 3, 4, 5, 6, 7.3, 8, 9, 10, 11 and 12, as well as any other representations, warranties or indemnification obligations under any Addendum will survive any termination of this Agreement.
8. Representations and Warranties; Disclaimer.
8.1. Advertiser Warranties. Advertiser represents and warrants that (i) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all Clearances that are necessary in connection with Publisher’s exercise of such rights and licenses, (ii) Advertiser is in compliance with all U.S. federal and state laws and regulations applicable to its business operations and products and/or services being advertised or promoted, (iii) the Advertiser Content is true and accurate, does not violate any federal, state or local law or federal or state regulation and is not misleading, defamatory, libelous or slanderous, (iv) Publisher’s use of the Advertiser Content in connection with providing the 安徽快3时时彩 will not infringe upon or violate the rights or property interests of any third party, including without limitation, any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other party, or any right of privacy or publicity, and (v) for digital services, Advertiser will maintain a privacy statement on its principal website (“Privacy Statement”) that complies with applicable law and accurately and transparently discloses its privacy practices to users of such website, including any privacy practices implicated by the undertakings contemplated by this Agreement.
8.2 Online gambling and sports betting (if applicable). If Advertiser offers online gambling or sports betting, Advertiser represents and warrant that it is, it has been in the prior 12 months, and it shall be during the Term of this Agreement, in compliance with all U.S. and state laws and regulations, including, but not limited to, each state in which it conducts any online gambling or sports betting, including, but not limited to, not offering domestic or offshore online gambling to U.S. residents when such activity is legally prohibited. Advertiser shall promptly notify Publisher, in writing, if any of the foregoing representations and warranties become untrue.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” PUBLISHER, ITS SERVICE PROVIDER AND ANY VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISER CONTENT OR OTHER MATERIALS DISPLAYED ON ADVERTISER’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON PUBLISHER’S WEBSITE(S). PUBLISHER DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION OR ERROR, AND PUBLISHER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE UNAVAILABILITY OF THE INTERNET OR WEBSITE(S) ON WHICH ADVERTISER’S ADVERTISEMENTS ARE PUBLISHED. PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE RESULTS OF SERVICES, INCLUDING WITHOUT LIMITATION, THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT OR RETURN ON INVESTMENT.
9.1. Indemnity. Advertiser will indemnify and hold Publisher, Gannett Co., Inc., any other entities that own or operate any of the Distribution Networks and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a “Publisher Indemnitee”) harmless from and against any and all suits, judgments, proceedings, claims, losses, costs and expenses (including reasonable attorneys' fees) (collectively, “Losses”) arising out of a third-party claim resulting from (i) the Advertiser Content and other materials provided by Advertiser, or any websites or content that is linked to from any such Advertiser Content or other materials, including, without limitation, any claim such Advertiser Content or material is libelous or defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights, or any rights of privacy or publicity, or claims based on Advertiser’s willful misconduct, negligence or strict liability for a defective product; (ii) violation of or failure to comply with any federal or state laws, rules or regulations applicable to Advertiser’s business operations, products and/or services; (iii) any actual or alleged breach of Advertiser’s representations, warranties, or obligations under this Agreement; or (iv) Advertiser’s Privacy Statement.
9.2. Duty to Defend. Advertiser shall defend at its own expense any claim instituted by any person or entity against a Publisher Indemnitee resulting from a claim covered by Section 9.1. The Publisher Indemnitee(s) will have the right, at its or their option, to defend such litigation jointly with Advertiser. Advertiser may not agree to any settlement that imposes any obligation or liability on a Publisher Indemnitee without such indemnitee’s prior written consent.
10. Limitation of Liability. EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Agencies. If Advertiser is using an advertising agency in connection with this Agreement, Advertiser and such agency (the “Agency”) shall be jointly and severally liable for compliance with the terms of this Agreement and any Order. Publisher may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against Advertiser or Agency or both without any requirement of first seeking a remedy from one or the other. This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or Advertiser. Advertiser and Agency further agree that Publisher does not and will not accept orders or space reservations claiming sequential liability. The person or entity signing this Agreement on behalf of Advertiser warrants that such person or entity is duly authorized and has the full power to bind Advertiser to this Agreement and agrees to indemnify and hold Publisher, and their subsidiaries and affiliated companies, and all of their respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attorneys’ fees) arising out of a breach of the foregoing warranty. Advertiser shall be solely responsible for any commission or other payment due to Agency.
12.1. Waiver/Severability. The waiver or breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of the same or any other term or condition. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.
12.2. Assignment. Advertiser may not assign any of its rights and/or obligations hereunder or this Agreement without Publisher’s prior written consent. Publisher shall have the right to assign, delegate or transfer, its rights and obligations, under this Agreement, in whole or in part. Publisher shall provide written notice to Advertiser of any such assignment.
12.3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
12.4. Waiver of Jury Trial. Each party specifically waives any right to trial by jury in any court with respect to any claim against the other arising out of or connected in any way to this Agreement.
12.5. Force Majeure. Neither party will be liable to the other party for delays and/or defaults in its performance or commitments under this Agreement due to causes beyond its reasonable control and without its fault or negligence, including but not limited to acts of God or of the public enemy, fire or explosion, flood, earthquake, actions of the elements, war, riots, embargoes, quarantine, strikes, lockouts, disputes with workers or other labor disturbances, or acts or requests of any governmental authority.
12.6. Electronic Contract. The following provision applies if the Agreement is accepted electronically. The Agreement is an electronic contract that sets out the legally binding terms of the 安徽快3时时彩. Advertiser (or its authorized agent) indicates acceptance of the Agreement by clicking on the “Click to E-Sign” button (or its equivalent if the electronic signature platform being used does not have a specific “Click to E-Sign” button). This action creates an electronic signature that has the same legal force and effect as a handwritten signature on a written contract under any applicable law or regulation, and is equally binding. By clicking on the “Click to E-Sign” (or equivalent) button, Advertiser (or its authorized agent) acknowledges reading and accepting the Agreement and represents, warrants and agrees that Advertiser (or its authorized agent) has the power, authority and legal right to enter into the Agreement on behalf of Advertiser.
12.7. Third Party Beneficiaries. The disclaimers and limitations of liability made by Publisher, and the representations and warranties made by Advertiser in this Agreement shall apply to Publisher’s vendors, as intended third party beneficiaries of this Agreement.
12.8. Entire Agreement. This Agreement, including any Addenda or Order(s), is the entire agreement of the parties regarding the provision of the 安徽快3时时彩 and supersedes any and all prior written or oral agreements between the parties related to the subject matter hereof. This Agreement may not be modified except in a writing signed by both parties.
12.9. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement.
If Advertiser is purchasing (i) print advertising (“Print Ads”) for display in Publisher’s newspaper property(ies) (each a “Newspaper”), or (ii) online display advertising (“Digital Ads” and collectively with Print Ads, “Ads”) for distribution on Publisher’s digital media property(ies) (e.g., Publisher’s website(s), Publisher’s tablet or mobile applications, digital display ads associated with the e-edition of Publisher’s newspaper, etc.) specified in the applicable Order (each a “Digital Property”), then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising 安徽快3时时彩.
1. Rates. Unless otherwise specified in Advertising Commitment in connection with a Commitment from Advertiser, Advertiser’s purchase of Ads for display in the Newspapers, on the Digital Properties will be billed at Publisher’s Standard Rates. Advertiser acknowledges that it has been provided a copy of Publisher’s standard rate card. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control. Publisher reserves the right to modify its rate card, including increasing its Standard Rates, at any time and from time to time. Publisher will provide Advertiser with at least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue display of the applicable Ads by giving written notice to Publisher prior to the effective date of such changes. Advertiser’s right to discontinue the display of its Ads shall be its sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue display of the applicable Ads, then, following the expiration of the notice period, all Ads shall be billed at Publisher’s increased rates.
2.1. Deadlines. Advertiser will provide Publisher all applicable Ads by Publisher’s standard deadline (as designated by Publisher), in a format suitable for display in the Newspaper(s) or on the applicable Digital Property(ies), as applicable, via a transmission method mutually agreed upon by the parties. Advertiser shall have the right to change any Ads(s) after submission, provided that it submits any such changes to Publisher no later than Publisher’s standard deadline (as designated by Publisher). Advertiser shall pay all expenses connected with the delivery of the Ad(s) to Publisher. Changes to any Ads after first publication may result in additional charges, which will be disclosed to Advertiser in advance.
2.2. Submission of Advertising Materials. Unless otherwise agreed to by the parties in writing, Advertiser will provide all creative services and necessary text, data, images, illustrations or graphics and/or other materials with respect to the Ads(s). Advertiser will submit the Ad(s) in accordance with the applicable Publisher policies in effect from time to time, including policies regarding artwork specifications, format and submission deadlines.
3. Ad Serving. Advertiser grants to Publisher a license to (a) display Advertiser’s Ads on the Distribution Network; and (b) modify, copy, reformat, transmit and otherwise manipulate the Ads in connection with such display. Advertisements will be served in accordance with one of the following options:
3.1. By Publisher. If Publisher! will be responsible for serving the Digital Ads through its own ad servers, then Publisher will track delivery of the Digital Ads through such servers. The parties agree that Publisher’s final impression measurements will be used to determine the fees due under this Agreement.
3.2. By a Third Party. If a third party (“Third Party”) will be responsible for serving the Digital Ads through such Third Party’s ad server, and such Third Party will track delivery of the Digital Ads through its server. The Third Party’s final audited impression measurements will be used to determine the fees due under this Agreement. If the parties agree to use a Third Party ad server under the terms of this Addendum, Advertiser agrees to provide Publisher with a user login name and password to access the Third Party’s impression measurements for purposes of verification of such measurements.
4. Invoices. Publisher agrees that invoices covering the delivery of Ads hereunder will contain: (a) the dates and times upon which Advertiser’s Ads were displayed in the Newspapers and/or the Digital Properties, and, if applicable, dates and times upon which the Ads could be accessed on the Digital Properties, (b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and (c) the charge to Advertiser. The invoice shall serve as Publisher’s) certificate of performance.
5. Short-Rating. If Advertiser has made a Commitment in accordance with Advertising Commitment of this Agreement and, at the end of the Commitment Term set forth in Advertising Commitment Advertiser has either (i) purchased less volume (inches/pages/impressions) of Ads than agreed to in the Advertising Commitment or (ii) fallen short of the minimum revenue commitment agreed to in Advertising Commitment , then, if Publisher’s Standard Rates are higher than the rates Advertiser was paying during the Commitment Term, (a) Advertiser will be billed for (and will be obligated to pay) the difference between the Standard Rate and the Commitment Term rate for all Ads that ran during the Commitment Term, and (b) Advertiser will be billed at the Standard Rate (as such Standard Rate may be modified in accordance with Section 1, above) for all Ads run after the Commitment Period.
6.1. Cancellation of Print Ads. Cancellations will not be accepted for Print Ads after the Publisher’s standard closing time, as designated by Publisher. Advertiser will be responsible for any production or creative services provided by Publisher regardless of the cancellation of any Print Ads.
6.2. Cancellation of Digital Ads
6.2.1. Cancellation Prior to Initial Distribution. At any time prior to the serving of the first impression of a Digital Ad on a Digital Property under this Agreement, Advertiser may cancel an online advertising campaign on thirty (30) days prior written notice to Publisher.
6.2.2. Cancellation After Initial Distribution Once the first impression of a Digital Ad has been served on any Digital Property, Advertiser may cancel an online advertising campaign by giving Publisher written notice of such cancellation, which cancellation will be deemed effective on the later of: (i) thirty (30) days after serving of the first impression of the applicable campaign; or (ii) fourteen (14) days after providing Publisher with such notice. If Advertiser exercises its right to cancel under this Paragraph 8(b), Advertiser will be responsible for all fees that accrue prior to the cancellation date.
7. Reservation of Rights. Publisher may reject, remove or cancel any Ad, space reservation or position commitment at any time in its sole discretion. Publisher also may edit, reject or remove from its Newspaper(s) and/or Digital Property(ies), at any time, any Ad or other material submitted by Advertiser or its Agency, or place the Ad in any Publisher advertising classification or section that Publisher deems appropriate. Publisher also shall have full latitude with respect to positioning all advertisements in the Newspapers; provided, however, that Publisher will use its reasonable efforts to accommodate Advertiser's positioning requests.
8. Responsibility for Advertisements.
8.1. Technical Quality; Typographical Errors; Incorrect Insertions or Omissions. Publisher is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for display on the Digital Property(ies). This Agreement cannot be invalidated, and neither Publisher will be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Advertiser Content displayed or published pursuant to this Agreement or omitted from display or publication.
9.2 Failure to Display Advertiser Content. Publisher Properties hereunder) are not required to display any Advertiser Content or other material for the benefit of any person or entity other than Advertiser. If there is an interruption or omission of the publication of any Advertiser Content or other material contracted to be published hereunder, Publisher may suggest a substitute time period for the publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position in the Newspaper(s) or on the Digital Property(ies), as determined by Publisher. Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser’s good faith business judgment, Publisher shall provide a “make good” in the form of a reduction in the amount of fees due to Publisher (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser’s sole and exclusive remedy for any failure to display Ads or other advertising material and Publisher shall have no further liability hereunder for such failure.
9.3 Removal or Change of Content. Publisher, in its sole discretion, may remove or revise its Newspaper(s) and/or Digital Property(ies), including the Newspapers’ and/or Digital Properties’ content, nature, design, and/or organization, during the term of this Agreement. If any such revision materially alters the value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of such revisions. If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation. Such cancellation shall be Advertiser’s sole and exclusive remedy and Publisher shall have no further liability whatsoever.
10. Pre-Print Policy. All pre-prints must conform to the Publisher’s standard pre-print specifications and recommended waste calculations, which will be provided by each Publisher. Inserts must be delivered to the Publisher at least 10 days in advance of distribution date. The Publisher will invoice pre-print billing quantities based on copies actually distributed (i.e., 安徽快3时时彩 delivery net sales, single copy total draw, and other circulation). Advertiser agrees to be billed the ordered distribution in the event that out of specification inserts are received.
11. Branded Content Advertising. This section applies if the campaign(s) described in the Agreement contemplate that Publisher will distribute Branded Content (aka “Native Advertising”) campaigns on behalf of Advertiser. Branded Content can include short-form content or long-form content, videos, emails, or social media posts that is published on Publisher’s print and/or digital platforms and that is either (i) created by or on behalf of Publisher, at Advertiser’s direction, for the purpose of enabling Publisher to run a contextually relevant advertisement on behalf of Advertiser (“Publisher Branded Content”), or (ii) is created or provided by Advertiser or its designee for placement by Publisher in or on its print or digital properties specified herein (“Advertiser Branded Content”). Advertiser, in its sole discretion, will have the right to approve any Publisher Branded Content prior to publication or distribution by Publisher in connection with the campaign described herein, and Publisher, in its sole discretion, will have the right to approve any Advertiser Branded Content prior to publication or distribution by Publisher in connection with such campaign. For clarity, Publisher will not be obligated to publish, via any platform, any Advertiser Branded Content that Publisher determines, in its sole discretion, does not meet Publisher’s content guidelines or is otherwise inappropriate for publication. In addition, Publisher reserves the right, in its sole discretion, to include labels in, on and/or around any Branded Content published on behalf of Advertiser hereunder that indicate that the applicable Branded Content was paid for and/or provided by Advertiser.
11.1 FTC Guidelines. Publisher and Advertiser shall each comply with all applicable laws, rules and regulations, including without limitation the FTC’s Guides Concerning Endorsements and Testimonials and the FTC’s Enforcement Policy for Native Advertising.
11.3 Cancellation of Branded Content Campaign. If Advertiser cancels prior to the start date of the campaign, Advertiser shall be obligated to pay for any fees and costs incurred associated with the 安徽快3时时彩 which have been completed up to the point of cancellation, plus non-cancellable costs and fees which are owed for third party contracts which cannot be cancelled.
12. Pay for Performance / Lead Generation. This section applies to an Advertisement in the Publication or on the Publication’s website which include a designated phone number or a tracking code or a click through from the Publication’s Site to the Advertiser by which Publication and Advertiser can track and verify readers to respond to and offer in the Advertisement. Any specific qualifications for the lead shall be included in the Insertion Order or on the Advertising Commitment. Publication shall have the right to audit the Advertiser’s records to confirm the number of qualified leads generated by the Advertisement. Publication shall be provided with access to the call tracking records and other records maintained by Advertiser. Publication shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Advertising Commitment or Insertion Order. Only unused print and digital inventory will be available for the Advertisements. The frequency, location, and placement of the Advertisements shall be determined by Publisher, in its sole discretion.
If Advertiser is purchasing digital marketing services under this Agreement (“Marketing 安徽快3时时彩”), then the additional terms and conditions set forth in this Addendum B will apply to each Order Advertiser submits for such Marketing 安徽快3时时彩. ReachLocal and Sweet IQ Analytics, affiliates of Publisher, are Pay Per Click Service, SEO Service, Maps/Reputation Management Service, Social Media Service, Web Design/Development/Hosting Service, and/or other Marketing 安徽快3时时彩. ReachLocal’s applicable terms and conditions are at https://www.reachlocal.com/us/en/legal/terms-and-conditions/media-product-terms apply to the services it provides. SweetIQ Analytic’s applicable terms and conditions are at https://sweetiq.com/terms-of-service apply to the services it provides. Publisher has engaged G/O Digital to provide Email Marketing 安徽快3时时彩. If applicable, G/O Digital’s applicable terms and conditions at https://www.godigitalmarketing.com apply to the Email Marketing Service. For clarity, if Advertiser has not purchased a particular Service described below, then the terms below relating to that Service will not apply to Advertiser.
1. Rates. Unless otherwise specified on Advertising Commitment from Advertiser, Advertiser’s purchase of Marketing 安徽快3时时彩 will be billed at Publisher’s Standard Rates. Advertiser acknowledges that it has been provided a copy of Publisher’s standard rate card for Marketing 安徽快3时时彩. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control. Publisher reserves the right to modify its rate card, including increasing its Standard Rates for Marketing 安徽快3时时彩, at any time and from time to time. Publisher will provide Advertiser with at least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue use of the applicable Marketing 安徽快3时时彩 by giving written notice to Publisher prior to the effective date of such changes. Advertiser’s right to discontinue the use of particular Marketing 安徽快3时时彩 shall be its sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue use of the applicable Marketing 安徽快3时时彩, then, following the expiration of the notice period, all Marketing 安徽快3时时彩 shall be billed at Publisher’s increased rates.
2. Marketing 安徽快3时时彩.
2.1. Pay Per Click (“PPC”) Service. Publisher will create ads based on the Advertiser Content and will distribute the Ads through the Publisher Distribution Networks. Advertiser will have the opportunity to review and approve all PPC campaigns prior to launch. Advertiser will be solely responsible for all content associated with any PPC campaign. Fees are based upon the number of clicks on ads by users, based on the cost per click (“CPC”) rate set forth in the applicable Order.
2.2. Search Engine Optimization (“SEO”) Service. The SEO Service includes the optimization of the chosen number of keywords (e.g., 5, 10, 15 or custom) and the application of “on page” and “off page” SEO strategies for Advertiser’s website, with the goal of obtaining improved ranking in organic search engine results for selected keywords. To the extent Advertiser’s website is not hosted by Publisher, Advertiser will provide access to its website to enable Publisher to perform the SEO Service. Notwithstanding the foregoing or anything in this Agreement to the contrary, Advertiser acknowledges that, although Publisher will use reasonable efforts to optimize the ranking of Advertiser’s ads based on the selected keywords, Publisher makes no guarantee that Advertiser’s search ranking position will be maintained or optimized. Advertiser agrees that Publisher will not be liable for any unfavorable ranking results of Advertiser’s ads, whether such unfavorable results arise from the SEO Service or from an act or omission of the applicable search engine.
2.3. Maps/Reputation Management Service. This Service is designed to help Advertiser’s business listing appear in the “Google Maps/Places” in response to searches for Advertiser’s optimized keywords. Advertiser acknowledges that search results and search engine rankings are influenced by several factors, and Publisher does not guarantee any placement in the “Google Maps/Places” or a particular position or rank for Advertiser’s website or business listing in any search results.
2.4. Keywords. Advertiser acknowledges and agrees that Publisher, in its discretion, may select keywords for the PPC and SEO campaigns and for Maps Reputation Management 安徽快3时时彩. Publisher will use reasonable efforts to use Customer provided keywords; however, Publisher cannot guarantee that all of the Customer’s keywords will be used.
2.5. Email Marketing Service. Publisher’s Email Service includes the creation of email marketing messages based on the Advertiser Content and transmission of email messages on behalf of Advertiser. Advertiser will have the opportunity to review and approve all email marketing messages prior to the launch of an email marketing campaign under the applicable Order. Publisher will determine the transmittal date and time. The Order will specify (i) whether Publisher or Advertiser determines the recipient list and (ii) the number of recipients and the number of transmittals to the recipient list. Publisher does not make any representations or warranties about deliverability or open rates. Upon request of Publisher, Advertiser will provide its Do-Not-Email list for Publisher’s use in deleting addresses on such list from the recipient list. Advertiser represents and warrants that its Do-Not-Email list includes addresses for all recipients who have opted out of receiving emails from Advertiser.
2.6. Social Media Service. Publisher’s Social Media Service includes the creation and maintenance of Advertiser’s social media accounts (e.g., Facebook, Twitter, Foursquare, etc.) on the sites as agreed upon by Publisher and Advertiser. To the extent Advertiser’s social media accounts are already claimed by Advertiser or its representative, Advertiser will provide administrative credentials for such social media outlets to enable Publisher to provide the Social Media Service as contemplated herein. Advertiser shall have the opportunity to review and approve all social media posts, tweets, and other social media statements or content prior to publication of the post, tweet, statement or other content distributed by or on behalf of Advertiser via Advertiser’s social media accounts. Advertiser will ensure that all such content complies with applicable law and applicable social media service’s terms of service, as such terms of service may be modified from time to time. Advertiser further acknowledges that Publisher does not operate or otherwise control any third-party social media service. Publisher is not responsible or otherwise liable for any inaccuracy on, or unavailability of, any third-party social media service.
3. Ancillary 安徽快3时时彩. In connection Advertiser’s subscription to with one or more of the Marketing 安徽快3时时彩 described above, Publisher may provide the following ancillary 安徽快3时时彩:
3.1. Proxy Sites. Publisher may provide a mirrored version of the Advertiser’s website (“Proxy Site”). In order to use the proxy service, (i) Advertiser’s website must be operational, functional, and accessible through the Internet, and (ii) the URL visible above the Proxy Site to users clicking on the Advertiser’s ad must reflect the website address for the Proxy Site and NOT that of the Advertiser’s website. Advertiser agrees that Publisher is in no way responsible for the operation and functionality of the Advertiser’s website. Advertiser agrees that it has all rights to the content on the Advertiser’s existing website and Advertiser is able to grant the right to Publisher to use the content in connection with the 安徽快3时时彩.
3.2 Call Recording 安徽快3时时彩. If Advertiser elects to use the Call Recording Service in connection with one or more of the Marketing 安徽快3时时彩 described in Section 1, above, Publisher will, on Advertiser’s behalf, record (i) calls between Advertiser and its clients regarding the 安徽快3时时彩 (the “Service Calls”) and (ii) incoming calls to Advertiser from prospective clients of Advertiser (the “Inbound Calls”) (collectively “Call Recording”). Advertiser acknowledges that the purpose for Call Recording is for auditing this Agreement and the 安徽快3时时彩 in the Order. Advertiser grants specific permission to Publisher to administer, monitor, use and access Call Recording and the content of the recorded calls as Advertiser’s agent. Publisher will provide prompt disclosure in Call Recording that the Service Call or Inbound Call may be recorded (“Recording Notification”). Advertiser acknowledges that it is responsible for notifying and/or obtaining the consent to Call Recording from its representatives (including employees, agents and independent contractors) who may be recorded in a Service Call or Inbound Call. For clarity, Advertiser acknowledges and agrees that Publisher is not responsible to provide any notice in connection with Call Recording other than Recording Notification. Advertiser specifically acknowledges that Publisher is not responsible to provide notice of rights of the Advertiser’s clients and prospective clients relating to potentially confidential or privileged communications. Any notice required by law other than Recording Notification is the sole responsibility of the Advertiser.
4. Indemnification for Call Recording. Without limiting Advertiser’s indemnification obligations under Section 8.1 of the Agreement, if Advertiser uses the Call Recording service, Advertiser agrees to indemnify and hold the Publisher Indemnitees harmless from and against any and all Losses arising out of a third-party claim resulting from (i) any failure by Advertiser to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, or (ii) Advertiser’s use or misuse of the Call Recording service. Advertiser shall not use the Call Recording service to intimidate, harass, or otherwise violate the privacy or other rights of a caller and a Recorded Person. If Publisher learns about any alleged misuse of the Call Recording service, Publisher reserves the right to terminate the totality of Advertiser use of the Call Recording service without notice or liability.
5. Additional Terms. The third party vendors’ (referenced above) policies regarding cancellation and termination of orders, including but not limited to cancellation fees, shall apply. If the Advertiser cancels an order early, the Advertiser will be billed through the next billing cycle. For example, if the Advertiser cancels prior to the end of the month, the Advertiser will be billed through the end of the next calendar month. If the Advertiser cancels prior to the end of the four (4) month minimum commitment, the Advertiser will be billed for four (4) full months. Upon cancellation, the Advertiser must notify Publisher in writing if the online advertising should cease, if no notice is provided, advertising will be active through the end of the commitment.
BRANDED CONTENT (Native Advertising)
Statement of Work
If Advertiser’s Order includes Branded Content the following the terms and conditions set forth below will apply to each Order.
Media 安徽快3时时彩 has a tiered distribution strategy to reach readers in multiple ways on desktop and mobile web:
- Editorial tiles on the 安徽快3时时彩page and relevant section fronts during launch days for each content piece. Additional days based on availability.
- n order to capture side-door traffic Media 安徽快3时时彩 shall provide contextually relevant in-line article placements. These include a thumbnail image and headline that drive readers to the Native Advertising. Media 安徽快3时时彩’s team will create versions based on the approved Branded Content.
- Media 安徽快3时时彩 will create and run ______ promotional unit(s) within articles on mobile.
- If included as part of the Order, Branded Content will be distributed via Facebook Instant Articles
- If included as part of the Order, the Branded Content will be included in the USA TODAY app during the campaign time
Social: Recognizing the importance of social media in any Native Advertising campaign, the Media 安徽快3时时彩 a dedicated social media expert in-house who will manage all of Advertiser’s social activity. Media 安徽快3时时彩 will deliver social extensions for Advertiser’s Branded Content across relevant social channels. Media 安徽快3时时彩 can review social Key Performance Indicators (KPI’s) specific for Advertiser.
- Targeted promotions & dynamic optimization: In order to drive audience engagement across all pieces of content, Media 安徽快3时时彩 will have a measurement plan in place that includes real time analytics managed through your dedicated program manager. The program manager will seek to dynamically optimize all promotional tactics in real time toward the best possible performing placements across desktop and mobile. All promotional placements will run in relevant content sections (aside from 安徽快3时时彩page and section fronts) to drive reader response.
- Reporting: Media 安徽快3时时彩 will provide content and promotional unit reporting.
Use of Branded Content by Advertiser:
- Advertiser may distribute the Branded Content (including videos if applicable) on the below channels as long as there is either attribution (which will be provided by Media 安徽快3时时彩) or a link back to the Branded Content. If there is a link to the Branded Content attribution is not required. Headlines and images that link back to Media 安徽快3时时彩 do not require attribution. Only when the Branded Content is hosted in its entirety by Advertiser, Advertiser must provide attribution.
- Branded Content can only be hosted in its entirety after the first 30-days, and thereafter may be used on:
1) any Advertiser digital owned asset (website, emails, Advertiser app);
2) any non-owned platform where Advertiser has a presence (i.e., Facebook, Instagram, Twitter, social media sites, etc.); and
3) as part of the content in its advertising brand media campaign.
- Distribution of the Branded Content (including videos) by Advertiser, is subject to the following conditions:
1) Branded Content (including videos) shall be distributed and/or displayed without any edits or modifications; and
2) Advertiser cannot attribute the Branded Content to USA TODAY or imply that the editorial or news staff of USA TODAY was involved in the creation of the articles or video. Advertiser can attribute the Branded Content to “GET Creative, a division of USA TODAY”.
Media 安徽快3时时彩’s legally approved label for custom content work is “Story From” which will be included in articles listicles, video, infographics, promotional units, and social media.
Campaign Period: ____________________
Fees for Campaign: __________________
Cancellation Prior to Initial Campaign Launch Date.
Up to thirty (30) days prior to the first date of the campaign, Advertiser may cancel the campaign, with at least 30 days prior written notice to Media 安徽快3时时彩. Should the Advertiser cancel, it shall pay for any fees and costs associated with the 安徽快3时时彩 completed up to the point of cancellation, and all non-cancellable costs and fees which are owed for third party contracts which cannot be cancelled.
If Advertising is purchasing a Sponsorship of or receiving benefits in connection with a Publisher Event, as specified in the Advertising Commitment or the applicable Order, the terms and conditions below shall apply.
1. Cancellations. Sponsorship Fees (i.e., the amount listed on the Advertising Commitment) are non-refundable. Advertiser may not cancel or terminate its sponsorship. If an Event is cancelled by the Publisher and not rescheduled, the Advertiser may receive a refund of a portion of its Sponsorship Fee. The amount refunded will be determined after deducting (i) any non-refundable costs and expenses associated with the Event and (ii) any promotional advertising for the Event that has already been published or displayed. Any trade or complimentary advertising included in the Sponsorship Fee shall be forfeited.
2. Content and Creative. Publisher shall be solely responsible for creating all promotional materials (print and digital), signage, or program(s) for the Event or the Program. Advertiser shall be identified as a promotional sponsor of the Event or Program in the promotional materials, signage and program book (if applicable). Publisher has sole discretion to determine the volume, frequency, number of impressions of any advertising for the Event, placement of advertising (print and/or digital), and positioning of Advertiser’s name. Publisher has sole discretion to determine if any radio, TV or billboard advertising will be provided.
3. Limit of Liability. Publisher is not liable for any interruption, error or omission regarding any advertising (print, online, or other media). Publisher is not liable for cancellation or rescheduling of an Event, due to unavailability of the venue where the Event is being held or due to circumstances beyond its control.
4. Advertising Value. The advertising value being provided to Advertiser shall apply solely to advertising and promoting the Event. Unused advertising will expire on the expiration date the sponsorship and will be forfeited. Advertising value cannot be bartered, sold, transferred to, or used, in whole or in part, by any third party. The advertising value may not be used to fulfill any other advertising commitment between Advertiser and Publisher.
5. Renewal Option. If the Sponsorship is for an annual Event, program, product, or service, the parties must agree in writing upon the terms of the renewal at least thirty (30) days prior to the end of the current Sponsorship. The renewal terms shall be stated in a new Advertising Commitment or Order.
6. Insurance. If the Sponsorship includes the Advertiser attending the Event (as exhibitor or vendor) to market its products and services, the Advertiser shall maintain insurance issued by a company reasonably acceptable to Publisher, for the following insurance: (i) commercial general liability insurance, including coverage for property damage, personal injury, or death in an amount of not less than One Million Dollars ($1,000,000) per occurrence; (ii) automobile liability insurance in an amount of not less than One Million Dollars ($1,000,000) per occurrence; (iii) worker’s compensation insurance in amounts as statutorily required; (iv) product liability insurance in an amount of not less than $1,000,000 per occurrence for bodily injury, illness, and property damage combined; and (v) professional liability insurance in amount of not less than One Million Dollars ($1,000,000) per occurrence. A copy of the certificate(s) of insurance, naming the Publisher, Gannett Co., Inc., and its subsidiaries and affiliates as additional insureds, shall be provided to Publisher prior to the Event.
7. Publicity. Any press releases or public announcements regarding the Sponsorship which will include Publisher’s name, are subject to Publisher’s prior review and approval. Such approval may be granted or denied in Publisher’s sole discretion.