Spy Sponsorship (Advertising) Standard Terms and Conditions
1. Display of Advertising Material
The Spy (Chestertown Spy and Talbot Spy may redesign its site at its discretion at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if Spy Publications is otherwise unable to display such advertisements, Spy Publications will work with advertiser to display the affected advertisements elsewhere in comparable areas of the Spy Publications site.
The advertising inventory under this Insertion Order is for use solely by the Advertiser and may not be used by any third party.
Any guarantees are to impressions (as measured by the Spy) in accordance with its standard methodologies and protocols), not “click throughs”. Spy Publications will provide the Advertiser with standard usage information related to the advertisements. Advertiser may not disclose such information to any third party without Spy Publications express prior written consent.
Advertisers must provide all necessary artwork and active URLs to the Spy in the time frame and the specified within the Advertising Specifications.
The Spy will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on impressions delivered (the “Pro-rata Payments”).
Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
2. Legal Terms & Conditions
License and Warranties. Advertiser hereby grants the Spy the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site linked to the advertisements through the Spy Publications website. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser’s website, and that the advertisements and the Advertiser’s website do not and will not violate any applicable laws or regulations or any third-party rights (including, without limitation, intellectual property rights), or contain any libelous or defamatory materials. Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Spy Publications, including the privacy policies and advertising specifications.
Spy Publications Trademarks. Advertiser shall not use, display or modify Spy Publications trademarks in any manner without the prior written consent of Spy Publications.
Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, (B) Spy Publications does not make and specifically disclaims any representations or warranties, express or implied, and under no circumstances will Spy Publications aggregate liability hereunder or in connection herewith (including, without limitation, in respect of the indemnity below) exceed the advertising fees actually paid by Advertiser to Spy Publications hereunder, and (C) each party (“indemnifying party”) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchisees and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under these Terms and Condition.
Related Limitations and Covenants.
Neither Spy Publications nor its affiliates shall have any liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error.
Spy Publications does not guarantee any given level of circulation, distribution, reach or readership for any advertisement.
The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising therefrom made against Spy Publications or its affiliates, including all costs associated with defending any such claim.
All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked “advertisement”.
Spy Publications shall not be liable to the Advertiser for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or any web sites.
In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys’ fees and court costs incurred to effect collection.
Advertiser shall not send unsolicited, commercial email or other online communications (e.g., “spam”) through or into Spy Publications and shall comply with all standard Spy Publications bulk email policies.
Advertiser shall ensure that its collection, use and disclosure of information obtained from Spy Publications users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with Spy Publications. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.
Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.
Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after ten (10) days written notice thereof. In addition, Spy Publications may terminate this Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If Spy Publications terminates this Insertion Order due to Advertiser’s material breach of any requirement of this Insertion Order or of any other written agreement with Spy Publications, all of Advertiser’s payment obligations hereunder shall survive such termination. If Advertiser terminates this Insertion Order due to Spy Publications’s material breach of this Insertion Order, Advertiser will be responsible only for the Pro-rata Payments.
Spy Publications may terminate this Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by Spy Publications in the event that Spy Publications believes in good faith that further display of the advertisements will expose Spy Publications to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.
This Insertion Order sets forth the entire agreement between Advertiser and Spy Publications with respect to the transactions set forth herein, and supersedes any and all prior agreements of Spy Publications or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.
Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Spy Publications. In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
This Insertion Order shall be interpreted, construed and enforced in accordance with the laws of the State of Maryland, except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the federal courts situated in the State of Maryland in connection with any action arising under this Insertion Order.