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”)
2014-2015 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. 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 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 the earlier of launch or (6) months after signing..
Payment terms for Strategic Marketing Services (SMS) orders are payable 50% upon signing, and 50% upon launch or (6) months after signing, whichever is sooner.
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.
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 space requests are not guaranteed. Firm dates and inventory assignments are based on availability at the time the signed and executed order is processed by HW. If requested online inventory is not available, 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 campaign’s start date, HW reserves the right to release all inventory reserved for the campaign. If Advertising Materials are late based on the Policies, HW is not required to guarantee full delivery of the campaign. 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:
- 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.
- 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.
- 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.
- 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, Strategic Marketing Services, 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 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 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 10 01 2014
EVENT TERMS & CONDITIONS
These Hanley Wood Sponsorship Terms and Conditions ("Terms"), together with the applicable Contract ("Order"), along with the Sponsor Contract and Exhibit Space Form (if applicable), establishes the Contract for Sponsorship and/or Exhibit Space (“Contract”) between Hanley-Wood, LLC (“Hanley Wood ” or “HW”) and the company identified on the Contract (“Company”). In the event of a conflict between the Agreement, the Sponsor Contract and the Exhibit Space Form, the Agreement shall prevail
Sponsorship/exhibit space is not reserved until receipt of signed contract. Company will be invoiced within 30 days of receipt of signed contract. Payment due on receipt of invoice and all payment must be received 30 days prior to event (exception: The New American Home sponsorships). Contracts are non-cancelable. All payments made to HW are deemed fully earned and nonrefundable and made in consideration for the expenses incurred by HW, HW lost or deferred opportunity to provide sponsorship opportunities or exhibit space to others and the potential effect of the cancellation on the Event. Company acknowledges that the precise amount of damage suffered by HW in the event of Company’s cancellation would be difficult if not impossible to calculate, and that the amounts retained by HW under this Section are a reasonable estimate of such damages and are not, and should not be construed as, a forfeiture or penalty of any kind.
II. EXHIBIT SPACE ASSIGNMENT AND RELOCATION (if applicable)
Classification of exhibits and assignment of space will be determined by HW based on the character of the proposed exhibits and individual requirements and preferences as to the location for each Company. The assignment requests will be considered based on the date HW receives Company’s Contract, but HW may assign exhibit space based on other factors and alter the location of exhibits as shown on the official floor plan, if deemed advisable and deemed by HW in its best interests. HW reserves the option in the event of an emergency or other circumstances beyond its control to relocate the Event and substitute comparable exhibit space.
III. EXHIBIT SPACE AND FACILITY (if applicable)
Company agrees that the sole control of the exhibit hall rests with HW. Company must, at its expense, maintain and keep in good order its exhibit space. Company shall take all steps reasonably necessary to ensure the sound engineering and structural integrity of its exhibit design, exhibit space and the proper construction of the exhibit itself. Company shall be responsible for all fees associated with its exhibit, including shipping, drayage, decorating, furniture and rental display. Nothing shall be posted on, tacked, nailed, painted, lacquered, screwed, or otherwise attached to columns, walls, floors, or other parts of the exhibit area or hotel facilities without written permission of HW or its designee. Packing, unpacking, and assembly of exhibits shall be done only in designated areas and in conformity with the directions of HW, the hotel manager or their assistants. Company shall be liable for any damage caused to the exhibit building, floors, walls, columns, standard booth equipment or other exhibitors’ property.
Company may display exhibits only in the official exhibit area as established by HW. Exhibits must be confined to exact space allowed. Any circulars, publications, advertising matter and all kinds of promotional giveaways must be distributed only within the exhibit spaces unless written permission is obtained from Hanley Wood prior to the event. Canvassing, exhibiting or distributing any material outside the designated exhibit area is prohibited. Soliciting or demonstrating must be confined to Company’s own exhibit. Company shall not display articles, equipment or information concerning services, or information about such articles, equipment or services in private suites or rooms during the Conference. Company shall take every reasonable precaution to minimize noise emanating from the exhibit. Except with the written permission of HW, Company shall not share, sublet or assign its exhibit space or permit any other company to display or promote goods or services from its exhibit. Company may only display and promote goods and services offered in its regular course of business. Upon request, Company shall provide HW with a full description of the services, samples of the products, and copies of the materials or hand-outs that will be promoted from the exhibit. Company may not promote any products or services or give away any materials or handouts that are disapproved by HW. Failure to comply with any of the requirements of this Section can result in removal of the exhibit or dismissal from the exhibit hall.
HW reserves the right to (a) render interpretations and to establish further rules and regulations as it deems necessary for the success of the Event; (b) to decline, prohibit or remove any exhibit which, in HW’s sole judgment, is in poor taste or out of character with, or reflects poorly upon, the Event or (c) decline, prohibit or remove any exhibit if the Company violates any of the conditions of the Contract. HW may exercise these rights without prior notice to Company and without hearing. No sponsorship fees will be refunded to Company in the event HW exercises its rights under this Section.
IV. INSTALLATION AND DISMANTLING (if applicable)
The specific requirements as to the time for installation and dismantling of exhibits shall be supplied to each Company before the Event. Such requirements shall be binding upon the Company. All exhibits must be in place and set up a half hour prior to the official opening of the Event. Space not occupied or set up by that time may be re-assigned or set up by HW or its designee at Company’s expense. HW shall retain all sponsorship fees for any such space. All displays must be removed no sooner than the official end of the exhibit hall event, but no later than three (3) hours after the official closing of the exhibit hall event. Displays still remaining at that time may be removed by HW or its designee at the Company’s expense.
V. SECURITY & INSURANCE (if applicable)
Company shall safeguard any property placed in the exhibit. HW will not be responsible for loss or damage due to any cause, whether during or outside of exhibit hours. Company agrees to be responsible for its own property through insurance or self-insurance and shall hold harmless HW and its agents for any and all damages. Company shall at its sole cost and expense procure and maintain whatever insurance is required by the venue, which coverage will be set forth by Hanley Wood prior to the event. Any protection exercised by HW or its designees shall in no way be constructed to make them liable for any loss or inconvenience suffered by the Company.
Company hereby gives permission to HW to use Company’s name and logo in a listing of sponsors on promotional pieces for the Event. By execution of this Contract, Company consents on behalf of itself and its participating employees, agents and representatives to the inclusion of the name, voice, likeness, trademarks, trade name, trade dress and other proprietary characteristics of such person in any photographs, motion picture or video or audio recording made with the permission of HW; provided that no such proprietary characteristics shall be used in a manner that implies endorsement by any party. Company’s use of HW’s name, trademarks, logos or copyrighted materials (including the name of the Event) is not permitted without the prior written consent of HW.
VII. CONFLICTING MEETING & SOCIAL EVENTS
In the interest of the success of the entire Event, Company agrees not to extend invitations, call meetings, or otherwise encourage absence of Event delegates, visitors and other exhibitors from the Event or exhibit hall during the official hours of the Event without prior written consent from Hanley Wood.
Company shall indemnify, defend and hold Hanley Wood (and its officers, directors, shareholders, agents, representatives, affiliates, partners, employees and agents) harmless from and against all claims, liabilities, damages, demands, costs, fees, other expenses, suits, proceedings, actions and causes of action of any and every kind and nature (including reasonable attorneys’ fees) payable or paid by the indemnified party to a third party (collectively, “Claims”) arising out of, in connection with or as a result of the Event and the use of the Company’s logo or trademarks by Hanley Wood as authorized herein, other than Claims arising out of or in connection with the Hanley Wood Materials, or Hanley Wood’s gross negligence or willful misconduct.
IX. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES/LIMITATIONS OF LIABILITY
Except as expressly set forth herein, Hanley Wood hereby disclaims all representations and warranties of any kind or nature, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. In no event shall Hanley Wood be liable to Company for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, costs, expenses, losses or lost profits arising out of or in connection with the Event. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or otherwise.
Each party represents and warrants to the other that (i) this Agreement has been duly authorized, executed and delivered by it, (ii) it has the full power and authority and is free to enter into this Agreement and to perform its obligations hereunder, (iii) this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, (iv) the making of this Agreement does not violate any agreement, right or obligation existing between it and any other person, firm or corporation, and (v) it has all licenses and permits necessary to perform its obligations under this Agreement.
All notices, statements and payments to be sent to the parties hereunder shall be addressed to the parties at the addresses set forth below or at such other address as the parties shall designate in writing from time to time. All notices shall be in writing and shall either be served by personal delivery (to an officer of each company), mail, or facsimile (if confirmed by mail or personal delivery of the hard copy), all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when received.
Company may not assign the Agreement or any of its rights or obligations hereunder without the prior written consent of Hanley Wood. Hanley Wood may not assign the Agreement and/or any of its rights or obligations hereunder without the prior written consent of Company. Any assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon all successors and permitted assigns of the parties.
The entire understandings between the parties hereto relating to the subject matter hereof are contained in this Agreement and the schedules attached hereto which are hereby made a part of this Agreement, and this Agreement supersedes all prior and contemporaneous communications and agreements with respect to such subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. This Agreement cannot be changed, modified, amended or terminated except by an instrument in writing executed by both parties.
No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any act other than those specifically referred to therein and shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof.
There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party shall have any right, power or authority to obligate or bind the other in any manner whatsoever, except as provided for in this Agreement, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York excluding the conflict of laws principles thereof. Each party hereby irrevocably and unconditionally accepts, and agrees to submit to, the exclusive jurisdiction of any state or federal court in the State of New York in respect of any dispute arising out of, based upon, or relating to, this Agreement.
If any provision of this Agreement or any part, portion or the scope of any such provision is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, then either such provision or part, portion or scope shall be deemed amended to conform to such laws or regulations without materially altering the intention of the parties or it shall be stricken and the remainder of this Agreement shall remain in full force and effect.
Company may terminate this Agreement and its sponsorship of the Event only in the event of a material breach of this Agreement by Hanley Wood. Each party shall be relieved of the obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority. If Hanley Wood cancels the Event due to an act of God or other similar Event, Hanley Wood shall refund to Company all payments made by Company with respect to such Event, minus all costs and expenses incurred by Hanley Wood relating to such Event.