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TERMS & CONDITIONS – MEDIA

These Hanley Wood Media, Inc. Advertising Terms and Conditions ("Terms"), together with the applicable Insertion Order ("Order"), are an agreement ("Agreement") between the Customer identified on the Order ("Customer") and Hanley Wood Media, Inc. ("HW").  All terms capitalized but not defined in this Agreement shall have the meanings assigned to them in the IAB Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or less, version 3.0, released February 2010 (“IAB Terms”)

2013-2014 PAYMENT TERMS AND CONDITIONS

Payment for all space, production and position charges is due 30 days from invoice date. A 1.5% per month finance charge will be assessed on all invoices over 30 days in arrears. In addition, Customer will reimburse HW for the cost of any collection or legal service utilized by HW to collect any amounts due hereunder. Customers more than 60 days in arrears on any HW invoice must pay all outstanding invoices or, at HW's discretion, submit payment with copy before any current or future insertions will be accepted. Notwithstanding any provision in an Order or other agreement to the contrary, if Customer is an agency, both agency and principal Customer are jointly and severally liable for all payments due hereunder.  HW reserves the right to notify principal Customer regarding any overdue and unpaid invoices.

Payment terms for all Hanley Wood Media, Inc. University and Demand Generation cost per lead orders are payable upon delivery, Net 30.  When such contract includes content development services, payment terms for such services are 50% upon signing, and 50% upon launch or (6) months, whichever is sooner.

All applications for credit must be submitted 45 days prior to the date of the first insertion. Credit terms are strictly enforced.

Payment terms for all in-person sponsorships are set forth in the applicable prospectus/agreement executed by HW and the Customer.

SHORT RATES, REBATES, AND FREQUENCY DISCOUNTS

Customer will be short-rated if, within a 12-month period from the date of the first insertion, Customer does not use the amount of media upon which billings have been based. Short rates will be based upon the rate earned against published rates. Rate adjustments, if any, may be made by HW at its sole discretion. Rebates will be earned, and applied to billings, when, in a 12-month period following the first insertion, Customer runs sufficient space/media to qualify for the lower rate.

Media billed at quoted rate will earn maximum discount based upon Customer's annual total spend in print, online, event sponsorship and additional products as outlined at time of contract.

CANCELLATIONS AND REVISIONS

Except for cancellations made pursuant to the terms of this Agreement, Customer is fully responsible for all products or services purchased pursuant to this Agreement.

Print Advertisements
All covers, preferred and special positions are non-cancelable. For all other positions, Orders may be cancelled without penalty by Customer only upon written notice received by HW prior to the issue advertising close date. If Customer fails to give timely notice of any permitted cancellation, then (i) cancellation is not permitted if materials have been received by HW, or (ii) cancellation is permitted subject to HW approval and Customer's payment of a $2,000 net cancellation fee if materials have not been received by HW. Rate adjustments resulting from permitted cancellations, if any, will be made upon confirmation of the change in media spend. Customer is not entitled to review or revise advertisements that are received by HW's production department after the published close date. If new materials or material instructions are not received by the production department by the published materials deadlines, HW will repeat the most recent ad materials.

Online Advertisements
Online space requests are not guaranteed. Firm dates and inventory assignments are based on availability at the time the order is processed by the HW. If requested online inventory is not available, the HW will use good faith efforts to provide reasonable alternatives, subject to the termination rights set forth in this agreement.

Late Creative: HW requires receipt of online advertising materials no later than 5 (five) business days prior to campaign start. If Advertising Materials are not received by the IO start date, HW will begin to charge the Customer on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, HW is not required to guarantee full delivery of the IO. HW and Agency will negotiate a resolution if HW has received all required Advertising Materials in accordance with Section IX (a) but fails to commence a campaign on the IO start date.

With respect to online advertisements only and unless designated on the IO as non-cancelable, Customer may cancel the entire IO, or any portion thereof, as follows:

  1. With 14 days’ prior written notice to HW, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Customer cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Customer will only be responsible for the first six (6) days of those Deliverables.
  2. With seven (7) days’ prior written notice to HW, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
  3. With 30 days’ prior written notice to HW, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.
  4. Customer will remain liable to HW for amounts due for any custom content or development (“Custom Material”) provided to Customer or completed by HW or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, HW will specify the amounts due for such Custom Material as a separate line item. Customer will pay for such Custom Material within 30 days from receiving an invoice therefore.

Hanley Wood Media, Inc. University and in-person sponsorship orders are non-cancelable upon receipt by Hanley Wood Media, Inc. of an executed contract from Customer, except as may be provided in a separate agreement. In addition, regarding Hanley Wood Media, Inc. University orders Customer understands that the timely completion and launch of the applicable program depends on the provision by Customer of content and other deliverables. In the event the applicable program is not launched within 12 months of the date of the applicable Order for any reason other than a failure by Hanley Wood Media, Inc. to meet its obligations, then the applicable Order shall automatically expire and Hanley Wood Media, Inc. shall have no further liability or obligations to the Customer whatsoever, however in such an event Customer shall not be relieved from any payment obligations existing under such Order.

RATE POLICY, LIABILITY LIMITATIONS, AND GENERAL PROVISIONS

By submitting an Order, Customer accepts these Terms and Conditions. Orders are subject to these Terms. HW is not bound by any Order or other document that conflicts with these Terms or by any oral or written promises or representations made by its sales representatives, and no such promises or representations have been relied on by Customer in entering into this Agreement. Any discrepancy between the price or terms set forth on an Order and HW's quoted/proposed rate shall be deemed a clerical error, and Customer will be charged for all advertisements in accordance with the quoted rate.

All advertisements are accepted and published on Customer's representation that publication of the contents has been duly authorized. Customer (jointly and severally, if the Order has been submitted by an agency) will indemnify and hold harmless HW, its members, officers, employees, and agents, from and against any losses resulting from claims, suits, actions, demands, judgments, or orders based on the contents of subject matter of Customer's advertisement including, without limitation, allegations that such advertisements constitute libel, violation of privacy rights, plagiarism, trademark or copyright infringement.

HW at its sole discretion may reject advertising for any reason including, without limitation, unsuitability for the publication. Advertising copy that may be mistaken by a reader as news or other non-advertising materials must be clearly marked "Advertisement". HW reserves the right to add the word "Advertisement" above or near any advertisement that in HW's sole judgment, too closely resembles editorial content of the publication.

HW reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in HW’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, HW reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon HW or any of its Affiliates (as defined below), provided that if HW has reviewed and approved such Ads prior to their use on the Site, HW will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency. HW shall have no liability for (i) delays in delivery and/or non-delivery of its services, including publication of advertisements, whether or not the causes of such delays or non-delivery are within or beyond the control of HW, (ii) errors in key numbers, the Reader Service section, Customers' index, or any type set, (iii) any corrections or changes made to any Customer's materials, (iv) content errors or color variations between the digital file and the printed image if: (a) a high-end SWOP proof is not provided; (b) the file must be converted to CMYK; or (c) any of the published digital specifications are not met. Conversion to HW's requirements will be billed at HW's cost.

HW will accept online advertising delivered via third party server under the following conditions. 1) Customer must specify on the IO at time of contract that the campaign will be third-party served and the name of the third-party server they will be employing and 2) The customer cannot change the third-party server without written consent from the HW. In order to effectively manage third-party campaign performance and billing, Customer will provide HW with weekly reporting from the third-party server OR a login and password for the third-party server in order to monitor delivery on an on-going basis. Unless and until this is received, HW will bill the Customer based on HW’s server measurements and will undertake no campaign optimization activities based on third-party data.  In the event of a discrepancy of up to 10% between third-party and HW server, the campaign will be considered fulfilled and billed up to the total applicable amount for the invoice period. In the event of a discrepancy of more than 10% between third-party and HW server, Customer and HW will make reasonable efforts to agree upon conditions of a make good flight or other acceptable resolution.

If there is a shortfall in impressions delivered online by HW, such shortfall can be made up, at Customer's option, in the period following the campaign.

Except for the indemnification obligations set forth in these Terms, (i) each of Customer's and HW's aggregate liability under this agreement shall be limited to the amounts paid (or payable) by Customer to HW under the Order, and (ii) neither party shall have any liability for any special, consequential, indirect, exemplary or punitive damages, regardless of whether such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

This Agreement is governed by the laws of the District of Columbia and any dispute arising hereunder shall be subject to the exclusive jurisdiction of the Federal and District Courts located in Washington, D.C. Customer may not assign this Agreement without HW's written consent.

Effective 01/01/14