VOICE MEDIA GROUP
Advertising and Local Media Services
Standard Terms and Conditions
(Updated August 31, 2022)
These Advertising and Local Media Services Standard Terms and Conditions (these “Terms”) apply to local media services and Story Console services (collectively referred to in these Terms as the “Services”) ordered by Client pursuant to the agreement (the “Agreement”) to which these Terms are attached or referenced. Terms used but not defined in these Terms shall have the meanings given such terms in the Agreement.
- The term for the Services shall commence on the Start Date indicated in the Agreement and shall continue for the term of the applicable Services contracted for by Client under the Agreement.
- For print and local advertising services (e.g., digital billboards and banners), a new Client must order and pay in advance for at least four (4) advertisements (qualifying advertisements as specified by Provider), after which time credit may be extended by Provider in its sole discretion upon Client’s submission, and Provider’s approval of Client’s credit application form (in such form as provided by Provider). In establishing any credit, Provider may require Client to submit other documents and information. After credit has been established, all invoices are due and payable upon presentation of an invoice by Provider, unless other credit terms have been approved in writing by Provider. Credit is not extended by Provider for other Services.
- All open rate, political, events and entertainment advertising must be paid in advance.
- The Agreement cannot be terminated by Client for incorrect insertions or omissions by Provider.
- LIMITATION OF LIABILITY. Provider shall not be responsible for typographical or other insertion errors. However, in its sole discretion, Provider may reduce the charge for such portion of an advertisement as may have been rendered useless by such error. Provider assumes no responsibility for more than one (1) error in any advertisement. Client agrees that in the event Provider fails to publish any advertisement, or makes any error in the publication of any advertisement, or otherwise breaches the Agreement, or as a result of any other claims or causes of action (including, without limitation, any third party claims), Client’s sole and exclusive remedy, and Provider’s total liability, is limited to refunding the cost of the advertisement in question to the extent applicable. Client waives the right to claim or collect any and all other damages, costs or expenses, including, but not limited to, direct, indirect, incidental or consequential damages (including, without limitation, lost profits), or any other damages, regardless of the source, basis or theory of such damages.
- The rates agreed to in the Agreement for Services shall apply only if Client fully performs the Agreement according to its terms. If Client terminates the Agreement for any Services for any reason other than a rate increase or advertising placement provisions as provided for in Section 8 below, in addition to all other amounts due under the Agreement, Client shall pay Provider the greater of (as determined by Provider) (a) all unpaid amounts (including all fees, costs and expenses) for the terminated Service(s) from the Start Date through the full contracted term of such Services ordered by Client under the Agreement (as if such Services were not terminated) or (b) the short rate (as defined below) for all such Services provided by Provider (including the difference between the short rate for Services provided by Provider and the discounted contracted rate in the Agreement, even if such Services have already been paid for by Client). The “short rate” for Services ordered under the Agreement is Provider’s full undiscounted rate for such Services as of the date of termination of such Services.
- Client represents and warrants that it has the rights to use, publish, transmit and make copies of the contents of the advertising copy and all other content and materials submitted by it (or at its direction) to Provider (including, but not limited to, all text, data, photos, videos, illustrations, graphics, designs, other visual and/or audio materials, links, trade names, trademarks, service marks and metadata, that Client includes within an advertisement or otherwise provides to Provider for incorporation into any advertisement or for use in connection with any Services) (collectively, “Client Content”), and to authorize, and hereby does authorize, Provider to (a) edit, and authorize third parties to edit, the advertisements and other Client Content for formatting, technical and standards purposes as necessary to provide the Services under the Agreement, and (b) transmit, and authorize third parties to transmit, the same anywhere throughout the world, in the manner and media provided for under the Agreement, without infringing any rights of any third party or violating any applicable laws, rules or regulations. Client further represents, warrants and agrees that (i) all advertisements and other Client Content (A) comply with all applicable governmental and industry codes, laws, rules and regulations, (B) contain no illegal, defamatory, libelous, disparaging or fraudulent material, (C) do not violate or infringe any right of privacy or publicity, or any intellectual property, proprietary or other rights of any third persons, (D) do not and will not give rise to any product liability, unfair competition, or other third party claim of any kind or nature, (E) shall be for products or services that are legal in the jurisdiction in which such advertisement is published, and (ii) Client has the legal authority to sell the product or service advertised, and that it has and will comply with all applicable laws, rules and regulations with respect to such advertising. Client agrees to defend, reimburse, pay, indemnify and save and hold Provider, its parents, subsidiaries, affiliates, and their respective directors, officers, owners, employees, agents, representatives, subcontractors, suppliers, vendors and service providers, and each of their respective successors and assigns, harmless from, any and all liabilities, losses, damages, judgments, claims, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) incurred by any of them in connection with any breach of the foregoing by Client, or any action, suit, claim or proceeding of any kind or nature threatened or brought against any of them arising from any advertisement or other Client Content published or otherwise distributed by or through Provider for Client pursuant to the Agreement, including without limitation, any third party claims, demands or actions.
- Provider reserves the right to change the rates and amend advertising placement provisions agreed to in the Agreement for Services, including in any order, at any time; provided, however, that if Provider increases advertising rates or amends advertising placement provisions during the initial term of the applicable Services contracted for by Client, Client has the right to terminate the Agreement in writing to Provider as to such affected Services, without penalty (including short rate penalty charge), within five (5) days of the date on which such increase or amended placement applicable to Client are made effective by Provider.
- Client agrees that in the event new copy is not supplied before the deadline for next insertion, Provider has the right to insert the minimum rate holder.
- If online advertising materials are late, Client is still responsible for the media purchased pursuant to an applicable order, and the Provider may run a Public Service Announcement (PSA) or house promotion as a replacement until the creative is received.
- Canceled online campaigns will be subject to a fee of $250 in addition to payment for all impressions served.
- Online campaigns priced under current Provider-published rate may be subject to pre-emption at Provider’s discretion.
- Story Console Services, if any, ordered by Client are also subject to the following additional terms and conditions:
- a. The level of service selected for each of the Story Console Services is based upon the information available to Provider upon the execution of the Agreement; in the event additional information is discovered, Provider will communicate and work with the Client on the change of scope and an addendum to the Agreement will be produced for both Parties to approve.
- b. An article created pursuant to the Story Console Services will stay on Provider’s website for up to six (6) months then removed and redirected to a link provided by Client.
- c. Client is allowed one (1) follow link per one hundred (100) words of a Story Console article and up to five (5) follow links per Story Console article. Client is allowed up to ten (10) links per Story Console article.
- d. There are no refunds for paid Story Console Services.
- e. Provider also has the right to remove Story Console content if it determines, in its sole discretion, that the content is not owned or licensed by Client, represents false or deceptive advertising, or such content has backlinks pointing to Story Console on Provider’s or its affiliates’ sites.