Advertising Terms and Conditions
for MediaMax Network Digital Solutions
For the purpose of these media conditions, the person(s), firm or corporation contracting for advertising time under this Agreement, whether as principal (the “Advertiser”) or as agent (the “Agency”), is deemed to be duly authorized for all purposes relating to this Agreement.
If an Agency has accepted this Agreement on behalf of an Advertiser, the Advertiser and the Agency shall be jointly and severally liable for all obligations under this Agreement. The Advertiser/Agency accepting this Agreement hereby agrees as follows:
- Payment Terms
A. The Advertiser/Agency agrees to pay for the services contracted for herein Fifteen (15) days prior to the date of media release.
B. The Advertiser/Agency agrees that MMN Digital Solutions may conduct credit inquiries on the Advertiser/Agency as long as any sums owed to MMN Digital Solutions have not been paid entirely. The Advertiser/Agency authorizes any third party to convey any information of a financial matter about the Advertiser/Agency at the request of MMN Digital Solutions.
C. MMN Digital Solutions reserves the right to charge Advertiser/Agency interest at the rate of (1.5%) per month on invoices that have balances.
A. MediaMax Network Digital (MMN Digital Solutions), a division of MediaMax Network, LLC (MMN) reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising, whether or not the same has already been acknowledged and/or previously run.
B. Contracts are non–cancelable two weeks prior to the beginning of contracted advertising schedule. Otherwise, the Advertiser/Agency agrees to be responsible for full previously established payment terms. In the event of cancellation or rejection by MMN Digital Solutions, advertising already run shall be paid for at the rate that would apply if the entire order were fulfilled. With 14 days’ prior written notice to Media Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables. Cancellation of any portion of any advertising order or contract by or on behalf of the Advertiser automatically nullifies any rate discount, including for previously run advertisements, and may result in a short-rate. In such event, the Advertiser and/or Agency must reimburse MMN Digital Solutions for the short-rate, the difference between the contracted advertising frequency, and the higher rate based on reduced advertising volume, within 15 days of invoice therefor.
C. In the event of termination of this Agreement by Advertiser/Agency, other than for breach by MMN Digital Solutions of MMN Digital Solutions’ obligations under this Agreement, prior to the completion of all media contracted for, the Advertiser/Agency shall pay MMN Digital Solutions all amounts owing for services rendered by MMN Digital Solutions which have been contracted for by the Advertiser/Agency up to and including the date of termination at MMN Digital Solutions’ published or other agreed upon rates for such lesser number of advertisements. Notwithstanding such early termination, the Advertiser/Agency shall also reimburse MMN Digital Solutions for all sums MMN Digital Solutions has expended or is required to expend for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
D. In the event of cancellation of this Agreement by MMN Digital Solutions due to default of the Advertiser/Agency to make any payment provided for, or as the result of the breach of any of its terms or conditions, MMN Digital Solutions shall be entitled to recover as damages, and the Advertiser/ Agency shall pay to MMN Digital Solutions the total of all amounts due, or to become due hereunder, to the expiration of this Agreement or any renewal term thereof. The Advertiser/Agency agrees that such amounts are liquidated damages. MMN Digital Solutions shall also be entitled to recover, and the Advertiser/Agency shall pay, the costs and expenses of MMN Digital Solutions, including reasonable legal fees, in the collection of the amounts due hereunder to MMN Digital Solutions. In addition, the Advertiser/Agency will reimburse MMN Digital Solutions for all sum which MMN Digital Solutions has expended, or may be required to expend, for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
- General Digital
The below footnotes only pertain to the placements outlined on the digital plan. Pricing subject to change until time of Insertion Order/ Contract and is based upon final campaign flight dates. Creative due two weeks in advance and must be provided by client. Static or animated gifs only. Production fees may apply if assets are not available. Monthly minimum spend applies and campaign may not be bought a la carte if budgets do not meet our minimum requirements (unless otherwise specified by MediaMax). Programs are run of network on display, smartphone and tablet devices. Third Party Serving Fees through DoubleClick included. Any caveats to Campaign Splits, Metrics Tracking or Data Reporting should be a part of the planning stage as this will result in additional fees. There is a maximum of 3 creative concepts per campaign. For any additional creative concepts there is an additional fee applied per creative. For email blasts, please allow a +/- 5% circulation/ subscriber variance. Please include a 4-6 week-lead time prior to the materials deadline for advertorial design service. If monthly minimums are not met, contract must be paid in full and is non-cancellable.
MediaMax reserves the right to optimize between placements to meet KPI’s and delivery. Geo-targeting is done on a National, DMA or State level unless otherwise noted. Production fees apply if MMN creates rich media units or other banners. Pre-roll may not be available on all sites. Website availability subject to change at any time. Availabilities will be confirmed at time of Insertion Order. Where geotargeting applies, a campaign extension may be necessary to deliver contracted impressions in full. Added Value is based on total advertising commitment. If spend level is not reached and added value has been already executed, then client/ agency is required to reimburse MediaMax network for any costs incurred.
POS Matchback: Please note, all information provided on the deployment file is to be used for in-house analytical purposes ONLY and this information cannot be re-issued, or used for any remarketing efforts by anyone except the provisioning party.
- Obligations of the Advertiser/Agency
A. The Advertiser/Agency shall provide MMN Digital Solutions with completed content of advertisements, prior to previously established media deadlines and within required material specifications and formats.
B. The Advertiser/Agency shall ensure that all media submitted to MMN Digital Solutions are in accordance with commercial and trade ethics, applicable codes and laws or by-laws in force at the time of media being run. The Advertiser/Agency guarantees that all media submitted to MMN Digital Solutions shall be in accordance with the foregoing and undertakes to defend, indemnify, save harmless MMN Digital Solutions, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, for any amount of damages, expenses, fines or claims of any nature which MMN Digital Solutions could be legally or otherwise exposed to following the execution of its obligations under this Agreement.
C. In the event of errors in or omissions of any advertisement(s), including those caused by Force Majeure, MMN Digital Solutions’ liability shall not exceed a refund of amounts paid to MMN Digital Solutions for the advertisement. In addition, MMN Digital Solutions shall not be liable for any damages, losses, costs or expenses of any kind suffered by the Advertiser/ Agency arising from the substation, interruption or postponement of any commercial advertisements or services if due to any of the following events:
(i) Act of God, technical problems, a public emergency or necessity, legal restrictions, power failure, natural disasters, strike, adverse weather conditions or any other circumstances resulting not from doings of MMN Digital Solutions, its employees or third parties, or at the direction of federal, provincial or municipal authorities, the direction or regulation of the Federal Communications Commission (“FCC”), and other government agencies. Or for any other reason including labor disputes, mechanical conditions, or as the result of a contractual agreement with a network or a federal, provincial or municipal election or referendum;
(ii) In any case where, at the discretion of MMN Digital Solutions, a modification to commercial copy work or the media schedule of paid commercial advertisements is required in the public interest or by public order; or
(iii) A modification to commercial copy work or the media schedule of said commercial advertisements is required in order to comply with any law, by-law or directives issued by any governmental or public authorities
- Material Provision and Shipment
A. All advertising material supplied by the Advertiser/Agency is subject to MMN Digital Solutions’ prior written approval and MMN Digital Solutions is expressly authorized to reject such material, in its absolute discretion and may require Advertiser/Agency to furnish substitute material satisfactory to MMN Digital Solutions. Unless the Advertiser/Agency furnishes satisfactory material prior to previously established time, or notifies MMN Digital Solutions that such material will be available MMN Digital Solutions shall have the right to supply substitute material, or in the case of announcements, to run non-commercial material. In each case, MMN Digital Solutions may charge, in its absolute discretion, for contracted time.
B. All material that is supplied by Advertiser/Agency shall be in accordance with the appropriate standard media advertising and product codes.
A. The Agency and the Advertiser agree to jointly and severally defend, indemnify and save harmless MMN Digital Solutions, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, against all or any claims, damages, liabilities, costs and expenses of any nature whatsoever whether accrued, absolute, contingent or otherwise, including without limitation legal fees and costs for defamation or trade practice, illegal competition, infringement of trademarks, trade names or program titles, violation of rights of privacy, infringements of copyrights and proprietary titles, failure to secure synchronization rights, and all other claims and demands liabilities and costs resulting from the advertisement of any material furnished by, or for, the Agency and the Advertiser.
- General Information
A. All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be per formed entirely therein. Any action relating to advertising must be brought in the state or federal courts in New York, New York and the parties hereby consent to the jurisdiction of such courts.
B. Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, facsimile or by delivering same, addressed to the MMN Digital Solutions, the Agency or the Advertiser, at the addresses contained on the face of the Agreement.
C. Unless Purchaser provides MMN Digital Solutions with an objection, in writing, within the industry standard time frame, Purchaser shall be deemed to have accepted the Terms and Conditions herein.
D. In the event of a conflict between these advertising conditions and any provisions on the face of this Agreement, the provisions on the face of this Agreement shall prevail.
E. The Advertiser and/or Agency agree to reimburse MMN Digital Solutions for its attorneys’ fees and costs in collecting any unpaid charge or portion of the charge for any advertisement.
F. Failure by MMN Digital Solutions to enforce any provision of this agreement shall not be considered a waiver of such provision.
G. Pricing subject to change until time of Insertion Order/ Contract and is based upon final campaign flight dates. MediaMax reserves the right to optimize between placements to meet KPI’s and delivery.