VOICE MEDIA GROUP
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.
“Ad” means any advertisement provided by or on behalf of Client in connection with the Services.
“Advertising Materials” means the Ads, and 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 Ad or otherwise provides to Provider for incorporation into any Ad or for use in connection with any Services.
“Client” has the meaning given such term in the Agreement.
“Deliverable” or “Deliverables” means the inventory delivered by Provider (e.g., impressions, clicks, or other desired actions).
“Provider Properties” are websites or applications that are owned, operated, or controlled by Provider.
“Network Properties” means websites or applications that are not owned, operated, or controlled by Provider, but on which Provider serves Ads.
“Policies” means Provider’s advertising guidelines (including criteria and specifications for Ads and Advertising Materials), including content limitations, technical specifications, privacy policies, user experience policies, standards regarding obscenity or indecency, other editorial or advertising policies, and Advertising Materials due dates, all as directed by Provider. Provider Policies may also include Provider service provider guidelines and policies.
“Provider” has the meaning given such term in the Agreement.
“Representative” means, as to an entity, any director, officer, employee, consultant, contractor, agent, and/or attorney.
“Services Data” means data generated by the Services directly related to the Ads placed by or through Provider.
“Site” or “Sites” means Provider Properties and Network Properties.
I. SERVICES; AGENCY; NO GUARANTEES; EDITORIAL MATTERS; PRICING CHANGES
- a. Services. Subject to the terms and conditions of the Agreement, Provider will provide the Services contracted and paid for by Client.
- b. Agent. Client hereby agrees that Provider is authorized to act as the Client’s agent in purchasing materials and services required to produce advertising and provide Services on Client’s behalf.
- c. No Guarantees. Provider does not guarantee (i) any specific results from the Services, or (ii) the availability of an audience due to the nature of supply, demand, orders, timing and a competitive marketplace. Without limiting the foregoing, Client acknowledges and agrees that the predictability, forecasting, and conversions for Deliverables vary, and Provider does not guarantee any given level of circulation, distribution, delivery, reach or readership for any Ads.
- d. Adjacency Matters. Provider acknowledges that certain Clients may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated by Client in the Agreement (“Editorial Adjacency Guidelines”). Provider will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Provider Properties, although Provider will at all times retain editorial control over the Provider Properties. For Ads shown on Network Properties, Provider and Client agree that Provider’s sole responsibilities with respect to compliance with Editorial Adjacency Guidelines will be to obtain representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Client with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Client’s sole and exclusive remedy is to request in writing that Provider remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Client equal to the cost of such Ads, or not bill Client for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Client, Provider and Client will negotiate an alternate solution. After Client notifies Provider that specific Ads are in violation of the Editorial Adjacency Guidelines, Provider will make commercially reasonable efforts to correct such violation as soon as practicable. If such correction materially and adversely impacts the Services, Client and Provider will negotiate in good faith mutually agreed changes to the Agreement to address such impacts. Notwithstanding the foregoing, Client acknowledges and agrees that Client will not be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Client is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.
- e. Prohibited Content. In addition to the other guidelines and prohibitions in Provider’s Policies, the Advertising Materials shall not launch pop-ups, auto-install executables, ActiveX, prompted executables, hidden browser windows, or other non-specified and questionable media content. Client is fully responsible for all and any such activity on a campaign and will be held fully liable.
- f. Pricing Changes. Provider reserves the right to change the rates agreed to in the Agreement for Services, including in any order, at any time; provided, however, that if Provider increases rates, Client has the right to terminate the Agreement in writing to Provider as to such affected Services, without penalty, within five (5) days of the date on which such increase applicable to Client is made effective by Provider.
Provider will report traffic and other Services metrics to Client in a manner, with such detail, and on a schedule, as determined by Provider, unless other reporting is mutually agreed upon in writing by Client and Provider.
III. ADVERTISING MATERIALS
- a. Submission. Client will submit Advertising Materials for the Services in accordance at such time, and in such manner and format as required by Provider’s then-existing Policies.
- b. Late or Non-Compliant Creative. If Advertising Materials are not received in Provider’s required form (including if any such Advertising Materials are damaged) by Provider’s applicable submission date for the applicable Services, (i) Provider will begin to charge the Client on the scheduled commencement date for the Services on a pro rata basis based on the full contracted amount for such Services for each full day the Advertising Materials are not timely received in a compliant manner, and (ii) Provider does not guarantee full delivery of the applicable Services.
- d. Rejection of Advertising Material. Provider reserves the right, without any liability whatsoever, to reject, omit or exclude any Advertising Material for any reason at any time, with or without notice to the Client, and whether or not such Advertising Material was previously acknowledged, accepted or published.
- e. Responsibility for Advertising Materials. Client represents and warrants that it has the rights to use, publish, transmit and make copies of the Advertising Materials, and to authorize, and hereby does authorize, Provider to (i) edit, and authorize third parties to edit, the Ads and other Advertising Materials for formatting, technical and standards purposes as necessary to provide the Services under the Agreement, and (ii) 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 (A) all Ads and other Advertising Materials (I) comply with all applicable governmental and industry codes, laws, rules and regulations, (II) contain no illegal, defamatory, libelous, disparaging or fraudulent material, (III) do not violate or infringe any right of privacy or publicity, or any intellectual property, proprietary or other rights of any third persons, (IV) do not and will not give rise to any product liability, unfair competition, or other third party claim of any kind or nature, (V) shall be for products or services that are legal in the jurisdiction in which such advertisement is published, and (B) 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 Ad or other Advertising Materials published or otherwise distributed by or through Provider for Client pursuant to the Agreement, including without limitation, any third party claims, demands or actions.
IV. SERVICES DATA; PRIVACY; LAWS
- c. Compliance with Law. Client, and Provider will at all times comply with all federal, state, and local laws, rules and regulations which are applicable to their performance of their respective obligations under the Agreement regarding the Services.
CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER HAS NOT MADE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE EXPECTED BENEFITS, PROFITABILITY OR EFFECTIVENESS OF THE SERVICES, NOR CAN IT DO SO. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, ERROR-FREE OR SECURE. PROVIDER HAS NO CONTROL OVER THIRD PARTIES, INCLUDING NETWORK PROPERTIES, SOCIAL MEDIA OUTLETS, BRAND REPUTATION OR PUBLIC RELATIONS OUTCOMES AND FULLY DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN BY ANY THIRD PARTIES. CLIENT REMAINS RESPONSIBLE FOR ALL ASPECTS OF LEGAL COMPLIANCE WITH RESPECT TO ITS WEBSITES AND APPLICATIONS AND PROVIDER ACCEPTS NO RESPONSIBILITY FOR ANY FAILURE OF A SITE OR APPLICATION TO MEET ANY LEGAL REQUIREMENT.