Advertising Terms and Conditions
This document contains the entire agreement between Advertiser and Publisher (“Agreement”). Advertiser may not transfer or assign any of its rights under this Agreement.
All contracts are subject to acceptance by Hyperion Design and Publishing, LLC (“Publisher”). Publisher requires that all Terms and Conditions contained in this Agreement legally bind the Person/Company listed on this Agreement (“Advertiser”) and Agent (if any) to all contract Terms and Conditions.
Advertiser grants Publisher and its affiliates and subsidiaries a license to display, perform, publish, modify and transmit all advertising materials furnished for the purposes contemplated hereby. If the print publication in which any advertising materials submitted under this Insertion Order are published is converted into and distributed in any other formats or media, this Insertion Order grants Publisher all rights necessary to convert, publish and distribute such advertising materials in such other formats and media. Unless otherwise stated in writing and agreed upon by both Publisher and Advertiser, this Insertion Order is for a certain number of issues of a publication or fixed period of time. Inventory is based on availability at the time of impression delivery or publication, as applicable.
Discounts / Placements / Deadlines
The undersigned Advertiser understands all rates are stated on a cost-per-issue basis. Publisher offers a volume discount according to the frequency and ad size the advertisement is scheduled to run in accordance with this contract. ADVERTISER WILL BE BACK CHARGED CANCELLATION RATES PER ISSUE IF CONTRACT IS NOT COMPLETELY FULFILLED OR CANCELED DUE TO NONPAYMENT OF AD BILLING. A FORMAL WRITTEN NOTICE OF CANCELLATION IS REQUIRED NO LATER THAN 30 DAYS PRIOR TO THE NEXT SPACE CLOSING DATE. NO VERBAL CANCELLATIONS WILL BE ACCEPTED.
Advertiser acknowledges that Publisher reserves the right to control the look, layout, and design of all printed ad and editorial products. Publisher reserves the right to display advertising in any order. Format and/or position of advertisement is at the discretion of the Publisher. THE POSITION OF STANDARD ADVERTISEMENTS and EDITORIAL IS NOT GUARANTEED NOR WILL A DISPUTE OF PLACEMENT DISSOLVE CONTRACT OBLIGATIONS.
ALL EDITORIAL AND ADVERTISING SPACE CLOSING DATES ARE THE 1ST OF THE MONTH TWO MONTHS BEFORE THE ISSUE MONTH. Advertiser shall provide all advertisement materials (artwork, photos, text, logos, clipart, background copy, etc.) or editorial at least SEVEN days prior to the space closing date to permit Publisher the authority to review and publish all materials. Advertiser will receive a final proof for approval via e-mail, which must be approved by the closing date.
IF BY SPACE CLOSING DATE PUBLISHER HAS NOT RECEIVED COPY OR APPROVAL THAT IS DEEMED ACCEPTABLE, PUBLISHER MAY EITHER REPEAT THE ADVERTISER’S MOST RECENT AD OR PRINT NOTHING. CHARGES WILL BE MADE FOR SPACE RESERVED BY THE ADVERTISER VIA INSERTION AGREEMENT COST. FAILURE TO ACKNOWLEDGE OR RETURN AD PROOF AND/OR EDITIORIAL PROOF WILL NOT ALTER CONTRACT PAYMENT TERMS, PLACEMENT, OR AGREEMENT OBLIGATIONS. Final printed color ads may not accurately reflect the original proof sheet.
Payment and Cancellation
ADVERTISER AGREES TO MAKE FULL PAYMENT BY THE CLOSING DATE (SEE ABOVE) OR ACCORDING TO PAYMENT SCHEDULE LISTED ON INSERTION ORDER ON ALL INSERTIONS SCHEDULED UNDER THIS CONTRACT AGREEMENT. ALL ADVERTISING MUST BE PAID DURING THE PRODUCTION MONTH UNLESS CREDIT IS PREARRANGED AND APPROVED BY PUBLISHER. Regarding failure to make payment by the scheduled date, Publisher reserves the right to cancel at any time without notice to Advertiser the contract and back charge cancellation rates per issue for ads published. Advertiser and Agent (if any) each agree to be jointly and severally responsible for all payment thereof. If any action is brought upon this Agreement, venue shall be proper in Cuyahoga Falls, OH, and Advertiser and Agent expressly waive any objections to venue or personal jurisdiction there in. In the event that payment is not made by Advertiser, in accordance with the terms and conditions of this contract, Advertiser agrees to pay all legal fees incurred by Publisher to obtain collection. Publisher reserves the right to cancel credit granted to any advertiser at any time, with or without cause.
Advertiser agrees to pay all insertion fees when due, starting with the cost of the first ad product and/or cover position to which full payment is required and is payable upon execution of this Agreement by check or credit card. To qualify for any free editorial opportunities as part of frequency insertion contracts, Advertiser must remit payment for the full balance of the insertion order within 14 days of invoice date. The outstanding balance of each insertion is payable upon space closing date. Any account not paid in full within 30 days from space closing date will be subject to a late charge of 1.5% per month until outstanding balance is paid.
A $35.00 service charge will be applied to all returned checks.
Advertisers under contract are protected at current rates until termination of the existing contract. Frequency discounts are valid for advertising during the Volume Year in which contract was signed (January thru December) and may be prorated or refunded if any issue is not produced in a given month. If Advertiser does not complete the contract within the Volume Year, advertising will be back-billed at the one-time rate.
Advertiser may not cancel any advertising purchased hereunder unless expressly permitted in writing by Publisher. No changes shall be effective unless in writing and signed by both Parties.
NO CANCELLATION TO THE CONTRACT AGREEMENT BY THE ADVERTISER WILL BE ACCEPTED INSIDE A 30-DAY PERIOD OF THE NEXT SCHEDULED EDITION’S SPACE CLOSING DATE. This Agreement may be canceled by Advertiser by written notice to Publisher sent certified mail return receipt requested or e-mail to Publisher sent confirm receipt of message and received by Publisher no later than 30 days prior to the next space closing date. Advertiser agrees to pay for any advertisement actually published by Publisher. In addition, Advertiser agrees to pay any and all cancellation fees applicable, including the difference between the contract rate and cancellation rate for all advertisements published.
The Publisher reserves the right to cancel this Agreement based on missed deadlines, failure to submit payment by invoice due date, editorial quality, or any other reason, and agrees to remit a full refund to Advertiser.
THIS CONTRACT IS WITH THE NAMED FIRM/PERSON (ADVERTISER), AND CHANGE OF OWNERSHIP, MANAGEMENT, OR AGENCY WILL NOT DISSOLVE CONTRACT OBLIGATIONS. No verbal cancellations will be accepted. (Cancellation rates per issue: Full Page – $2,500, 1/2 page – $1,300, 1/3 page – 900, 1/4 page – $800.)
Acceptance and E/O
The Publisher, at its sole discretion, may accept or reject all materials submitted for advertising or editorial. Publisher reserves the right to refuse to publish any material not in keeping with the style and standards of their editorial philosophy and format. If any advertising is not acceptable, the Publisher may either: (a) Refuse to accept the advertising/editorial submitted; or (b) Require, as a condition to publication, modifications that meet the style and standards that are acceptable. The Publisher’s decision in these matters is final, binding, and not subject to appeal.
Any loss or expense claims or suits based upon the subject matter and/or advertisement content is at the expense of the Advertiser. Publisher is held harmless, and all indemnification policies apply.
Publisher reserves the right to place the word “advertisement” on any ad that could be mistaken as part of The 330 Business Connector’s editorial departments. Advertiser and Agent (if any) assume liability for all content of advertisement printed and the responsibility for any and all claims arising thereof. In no event shall Publisher’s liability to Advertiser for all claims of any kind for loss or damage arising out of or resulting from any error or omission exceed the total charges payable for the advertising. PUBLISHER RESERVES THE RIGHT AT ANY TIME TO REJECT ADVERTISING AND EDITORIAL MATERIAL, WHICH MAY BE DEEMED OBJECTIONABLE OR COMPROMISES A CURRENT RELATIONSHIP WITH AN EXISTING ADVERTISER.
Advertiser is responsible for delivering advertising materials on time as specified by Publisher. Advertising materials will not be deemed delivered unless in a format specified or otherwise approved by Publisher. In the event advertising materials are late, Advertiser is responsible for the media space purchased. Except as mutually agreed upon by the parties, if advertising materials are received late, Publisher may run Advertiser’s previous ad, if available, or house advertising as a replacement until the creative is received.
QUALITY, ERRORS, AND OMISSIONS
Advertiser recognizes that the quality of reproduction of an advertisement depends on the quality of the material furnished by the Advertiser, including, and without limitation, the quality of the graphics, copy, type, etc.
Advertiser recognizes and agrees that the Publisher shall not be liable for: (a) Delays in publication of the magazine; (b) Failure to publish the magazine at the specified time; (c) Defects in quality (i.e., errors or omissions)* where such defects are not solely the fault of Publisher; but, where they are, the Publisher’s liability in no event shall be more than (1) Returning all or a portion of the fee; or (2) Running a replacement/comparable advertisement; or running another ad at a reasonable discount, which discount shall be proportionate to the degree of error or extent of the defect; *(Note: Defects in quality or errors and omissions, are subjective in nature. As a general rule, if the printed matter in the ad is legible, and/or the name, address, and telephone number of the Advertiser are legible, and if the reproductive quality of the advertisement falls within the margins of error allowed within the publishing industry, the advertisement shall not be considered defective. Allowances for defects in quality shall be at the sole discretion of the Publisher.); (d) Suspension for the publication by the Publisher, in which case Advertiser may expect a full refund; (e) Distribution or deadline changes; (f) Claims for defamation of character or libel. Advertiser will hold Publisher harmless and indemnify the Publisher for any and all costs of the claims.
Unintentional or inadvertent failure by the Publisher to publish the advertising covered by this order invalidates this order but shall not constitute a breach of contract or affect any earned discounts.
Publisher provides advertisers with a distribution service to a selected list of targeted audiences. The 330 Business Connector readership is identified as “small business owners in Summit, Portage, and Northern Stark Counties of Ohio.” AS A FREE MAGAZINE, THE DELIVERY OF THIS PUBLICATION IS NOT GUARANTEED BY THE PUBLISHER AND IS DISTRIBUTED VIA THE UNITED STATES POSTAL SERVICE AS STANDARD PRESORT MAIL. Advertiser’s cost includes the amount necessary to deliver via United States Postal Service to the distribution list.
REPRESENTATIONS, WARRANTIES, AND INDEMNITY
Advertiser is solely responsible for and assumes full liability for the contents of its advertisement and editorial in any currently existing or future formats or media, and they warrant AND represent that nothing contained in its advertising material infringes upon, in whole or in part, any copyright, trademark or right of privacy of any third person, firm or corporation AND they represent that it is authorized to publish the entire contents and subject matter of the advertisement covered by this contract. Any advertising or editorial materials submitted by or on behalf of Advertiser will not (i) violate any right of any third party, including, but not limited to, any copyright, trademark, patent or right of publicity or privacy; (ii) contain any statement that is false, misleading, deceptive, malicious or defamatory; (iii) violate any applicable law, rule or regulation, or (iv) contain any claims that are not supported by sufficient prior substantiation.
Advertiser assumes sole responsibility for the protection of its copyright in any writing, pictorial illustration, maps, etc., included in its advertisement. Advertiser warrants that they have the authority to use any trademark, trade name, service mark, name, portrait, picture, or illustration in the manner and in accordance with the ad material submitted.
If any advertising or editorial materials are delivered to Publisher in electronic form, such materials shall not contain any viruses, worms, malware or other code or devices capable of disabling or interfering with any computer systems or software.
In the event of claims for unfair competition, copyright infringement, actions, or proceedings based on the contents, Advertiser agrees to defend, indemnify, and hold Publisher harmless from and against any and all liability, claims, demands, suits, or causes of action, including attorney fees,without limitation on such indemnities, incurred by Publisher in the defense thereof, arising out of the publication of any copyright and trademark infractions in accordance with this contract agreement.
Advertiser may not assign this Agreement in whole or in part without the prior written consent of the Publisher. This contract agreement constitutes the sole understanding between the parties hereto as to the subject matter herein. No modification or change to this Agreement or any oral understanding will be binding unless in writing or email. PUBLISHER SHALL NOT BE BOUND BY ANY PROMISES OR AGREEMENTS NOT CONTAINED HEREIN AND ACCEPTED, NOR SHALL ANY SUCH RELIEVE ADVERTISER OR AGENT (IF ANY) OF THEIR OBLIGATIONS HEREUNDER. Any agreed upon changes will be signed by both parties using a contract change form.
Publisher reserves the right to terminate this Agreement in part or in its entirety at any time with or without cause. Publisher reserves the right to adjust coverage based on market conditions. CIRCULATION MAY VARY BASED UPON POSTAL ROUTES, ROUTE CHANGES, ROUTE UPDATES, AND COMMERCIAL DEMOGRAPHICS. Advertiser understands that the magazine may not be delivered to targeted businesses for up to ten days after the Publisher’s projected mail drop off date due to U.S. Postal Service’s regulations and systems of delivery. This contract agreement is valid for Publisher’s The 330 Business Connector’s insertion order for one or more of its editions. ADVERTISER ACKNOWLEDGES THAT THEY HAVE READ AND ADVERTISER AGREES TO BE LEGALLY BOUND BY ALL CONTRACT TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT.
This insertion order is subject to the terms and conditions set forth in the rate card as in effect from time to time. In the event of any conflict between the rate card and this Insertion Order, the terms of this Agreement shall apply. No terms or conditions other than those set forth in this Agrteement and the rate card shall be binding on Publisher unless expressly agreed to in writing by Publisher. All insertions, revisions, optimizations, or cancellations hereunder must be delivered in writing. A copy of any notice to Publisher regarding the breach, modification, or interpretation hereof shall be delivered by courier or certified mail to: Hyperion Design & Publishing LLC, 645 Howe Ave., Suite 1020, Cuyahoga Falls, OH 44221, USA.
LIMITATIONS ON LIABILITY
PUBLISHER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THIS INSERTION ORDER. IN THE EVENT OF ANY CLAIM AGAINST PUBLISHER HEREUNDER, PUBLISHER’S SOLE LIABILITY, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED TO, AT PUBLISHER’S OPTION, PLACEMENT OF ADVERTISING WITH A RATE CARD VALUE EQUAL TO THE RATE IN PLACE AT TIME OF THIS AGREEMENT OR AMOUNTS PAID BY ADVERTISER HEREUNDER. PUBLISHER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, PUBLISHER SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM DISPLAYING THE ADVERTISING OR THAT THE ADVERTISING WILL BE ERROR-FREE. PUBLISHER DOES NOT ACCEPT SEQUENTIAL LIABILITY AND MAY HOLD ADVERTISING AGENCY AND ADVERTISER JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE HEREUNDER. Publisher shall not be liable for any delay or default hereunder caused by conditions beyond Publisher’s reasonable control, including, but not limited to, acts of God, catastrophes, government orders or restrictions, technological failures or malfunctions, wars, insurrections, strikes or slow-downs, fires, floods, terrorist acts, accidents, riots, explosions, labor or material shortages, transportation disruptions.
In the event that an action, suit or legal proceedings are initiated or brought to enforce any or all of the provisions of this Agreement, or to collect any monies due under this Agreement, the Publisher shall be entitled to such attorneys’ fees, costs, and disbursements as are deemed reasonable and proper. Publisher’s entitlement to reasonable attorneys’ fees and costs also applies to any appellate proceedings.
This Agreement and the validity thereof shall be construed, interpreted and enforced pursuant to and in accordance with the substantive law (excluding choice of law provisions) of the State of Ohio. The Parties agree that any action related to this Agreement or its terms may be brought only in a federal or state court sitting in Ohio.
No waiver by the Publisher of any breach or default hereunder shall be deemed a waiver of any repetition of such breach or fault or in any way affect any of the terms and conditions of this Agreement.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. Lack of financial resources on the part of either party shall not be a Force Majeure Event. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
This Agreement has been signed by an individual authorized to legally bind and obligate the above named Advertiser and signee to pay for all products on this contract in accordance with the terms and conditions printed here on this contract. Advertiser and Agent (if any) each agree to be jointly and severally responsible for full payment thereof.