These Hanley Wood Media, Inc. Media 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"). These full Terms and Conditions can also be found at http://www.hanleywood.com/media-terms-and-conditions
Terms and conditions for applicable Digital media products shall follow the IAB Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less, version 3.0, released February 2010, Such terms can be found in their entirety at: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf
2016-2017 PAYMENT TERMS AND CONDITIONS
Payment for all media and related 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 all Hanley Wood products.
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 once contracted. 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. 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.
Terms and conditions for applicable digital media products shall follow the IAB Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less, version 3.0, released February 2010, Such terms can be found in their entirety at: http://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/
CANCELLATIONS AND REVISIONS (Con’t)
Hanley Wood Media, Inc. University and Strategic Marketing Services
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.
This non-cancellation clause supersedes any conflicting terms. In the event the Marketer wishes to cancel any part of their statement of work, it shall be and remain liable for any and all expenses incurred by Hanley Wood in furtherance of this statement of work (including expenses to become due pursuant to contracts entered into by Hanley Wood
Non-cancelable upon receipt by Hanley Wood Media, Inc. of an executed contract from Customer, except as may be provided in a separate agreement.
RATE POLICY, LIABILITY LIMITATIONS, AND GENERAL PROVISIONS
By submitting an Order, Customer accepts such order is subject to these Terms and Conditions. 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. 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.
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 2016