MPA Media accepts the engagement to perform services in connection with placing and publishing Client's ads, content and provided materials when Client chooses to use the web service(s) provided on the site (the "Services"). By placing and publishing content, Client is agreeing to these Advertising Terms & Conditions, along with any other publishing order proposal ("Insertion Order") between Client and MPA Media (together the "Agreement").
By signing the MPA Media Insertion Order, the signer certifies that he or she is empowered by their company or the company they represent as an agent to sign this Agreement and bind their company or company they represent as an agent to the terms of this Agreement and for all payments for all advertising according to the terms specified in this Agreement. The signer agrees to these MPA Media Advertising Terms & Conditions on behalf of their company.
Client acknowledges that they have received the proposed advertising details, including all advertising items, ad size specifications, and the publishing schedule ("Ad Specifications and Publishing Schedule"). Client will adhere to the deadlines for all copy, revisions, and payments as set forth in the Insertion Order ("Payment/Materials Due Date"). Client agrees that failure to pay invoices over thirty (30) days past due is considered an act of cancelation of this Agreement unless other written arrangements are made with MPA Media.
Client will provide MPA Media with the initial information and deliver all advertising materials in accordance with the Payment/Materials Due Date. If Client does not send ad copy or ad copy revisions, in writing, no later than Payment/Materials Due Date deadlines set forth in the Insertion Order, Client understands that the last designated ad copy will be re-used for the next scheduled date. If an initial ad copy is not received by the Payment/Materials Due Date deadline of the first ad, then the ad placement will be rescheduled to the end of the current Publishing Schedule. MPA Media will apply an advertising Rush Fee of $120.00 towards all applicable ad submissions requiring processing, revisions and/or designs received 3 days after the Payment/Materials Due Date deadlines.
Client acknowledges that all ad mechanicals will be discarded after three months of the expired Agreement, unless a request for return is submitted, in writing, to MPA Media.
Prime Placement refers to high-visibility, limited-availability ad positions offered at a premium price. Prime Placement is applicable to Client's contracted print publication advertising only. Due to the nature of digital publishing, Client's prime placement page may fall on a different page in the digital/online edition.
MPA Media will provide up to 30 minutes of graphic or web design services per Insertion Order at no charge to non-agency Clients. All graphic design services beyond 30 minutes per Insertion Order will be billed at a discounted rate of $95 per hour (15-minute minimum).
Client agrees that ad space must be paid in full prior to the Payment/Materials Due Date deadline on the Ad Specifications and Publishing Schedule or according to the approved payment terms located on the Insertion Order. Non-payment hinders production and may cause MPA Media to reschedule or pull Client's advertisement from its contracted Publishing Schedule. Invoices are mailed 45 days prior to the Payment/Materials Due Date reflected in the Insertion Order and due within 30 days of receipt- unless other written arrangements are made with MPA Media.
Client agrees that if this Agreement and/or any components of this Agreement are cancelled for any reason before its completion, Client will be billed for the unpaid advertisement which was published and will be charged a $500 cancellation fee. A $1,000.00 cancellation fee will apply to any order which requires a polybag used to mail hosted publication ("Poly-bag Insertion Order") and all previous advertising will be re-invoiced at the current one-time rate. All print advertising cancellations must be made in writing before the Payment/Materials Due Date deadline. All inserts, web, electronic, video, and webinar cancellations must be made in writing 45 days before the Payment/Materials Due Date deadline. All print, insert web, electronic, video, and webinar cancellations not made in writing before the Payment/Materials Due Date deadline, as outlined above, will be non-refundable.
MPA Media reserves the right to increase ad rates in alignment with production cost increases.
MPA Media reserves the right, upon prior written notification to Client, to reject, cancel, or edit any advertising for any reason, at any time, including, but not limited to, rejecting any advertising that makes a direct or indirect negative statement, reference or inference to any other vendor or company, or an advertisement MPA Media deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. The advertising manager may add the label "Paid Advertisement" or "Sponsored Content" to any ad copy to make clear to readers that the material is not an article. Such written notifications shall include the reason for rejection or removal, and whenever possible, specify any modification, including additions, deletions or other changes MPA Media recommends, ensuring the ad content is properly published.
No Modification: This Agreement constitutes the entire agreement between MPA Media and Client regarding the subject matter herein and supersedes all negotiations, representations, or other agreements, whether written or oral. This Agreement may only be amended by a written agreement signed by MPA Media and Client.
MPA Media will make every attempt to deliver Client's publication to the circulation based on a regularly set schedule. However, delays may occur due to unforeseeable circumstances beyond MPA Media's control pertaining to the printer, mail house, U.S. Postal Service and acts of nature. MPA Media's mailing schedule does not imply a guaranteed delivery date.
Limitation of Liability: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES, OR FROM ANY LOSS OF REVENUE, PROFITS, DATA OR GOODWILL, WHETHER BASED IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR DIRECT DAMAGES UNDER OR RELATING TO THIS AGREEMENT EXCEED AN AMOUNT TWO TIMES THE FEES PAID (OR OWING BUT UNPAID) BY CLIENT TO MPA MEDIA UNDER THIS AGREEMENT. THIS SECTION WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. THIS SECTION WILL NOT APPLY TO A PARTY'S LIABILITY FOR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM CUMALTIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, INCLUDING INDEMNITY OBLIGATIONS SHALL NOT EXCEED $500,000 IN TOTAL.
Jurisdiction: The parties submit to the jurisdiction of the courts of Orange County, California or a federal court empaneled in California for the resolution of all legal disputes arising under the terms of this Agreement.
Attorneys' Fees: Except as otherwise provided herein, if a dispute arise between the parties, the prevailing party shall be reimbursed for all reasonable expenses incurred in resolving such disputes, including reasonable attorneys' fees.
Representation: All copies, graphics and images are accepted for publication by MPA Media entirely upon the representation that the agency and/or advertiser are properly authorized to publish the entire Sponsored Content and subject matter thereof.
Content; Trademarks: All software, methodologies, processes, procedures, technologies, designs, concepts, ideas, inventions, management tools, databases, know-how, patents, copyrights, trademarks, and trade secrets of Client that MPA Media may be provided in connection with the Services ("Client Intellectual Property") are and shall remain the sole and exclusive property of Client. MPA Media shall not have or acquire any right, claim, title, or interest in or to any Client Intellectual Property and shall treat Client Intellectual Property as Confidential Information subject to the provisions hereof. By submitting Sponsored Content to MPA Media, Client retains full right, title, interest, and ownership of all intellectual property rights associated with such content, subject to the limited license granted to MPA Media as described herein. Client hereby grants MPA Media a royalty-free, limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable right to use, copy, archive, store, publish, and display the approved Sponsored Content as set forth in the Insertion Order. For the sake of clarity, MPA Media is only granted the limited right to publish the approved Sponsored Content provided by Client. Except as otherwise agreed upon in this Agreement, MPA Media may not use Client's trademarks or service-marked names, logos, identities, formats, and other materials on any MPA Media-owned media website or make any press releases, public announcements, or other statements unless Client has pre-approved them in writing. All use by MPA Media of Client Intellectual Property will be for the sole benefit of Client.
Indemnification: It is understood that, in consideration of the publication of advertising, Client will indemnify, defend and hold harmless MPA Media, and all MPA Media officers, directors, owners, agents, affiliates, from and against any and all third party claims, damages, expenses, liability and costs, including attorneys' reasonable fees, arising from or relating to any allegation regarding (i) Client's use of the Services, (ii) MPA Media's use or distribution of any Sponsored Content or information Client provides, and (iii) any violation by Client of these Advertising Terms and Conditions. MPA Media agrees to indemnify, defend and hold harmless Client, its parent, subsidiaries, affiliates, and each of their respective officers, directors, owners, agents, employees, successors, and assigns from and against any and all third party claims, damages, expenses, liability and costs, including attorneys' reasonable fees, arising from or relating to any allegation regarding (i) any claims that the Services provided to Client under this Agreement violates any third party's intellectual property rights and (ii) any violation by MPA Media of these Advertising Terms and Conditions. If any indemnifiable claim is brought or asserted against an indemnified party, the indemnifying party shall retain counsel reasonably acceptable to the indemnified party to represent such indemnified party and the indemnifying party shall control the proceeding but shall regularly consult with the indemnified party and its counsel regarding such defense. The indemnified party shall have the right to participate in such defense through counsel of its own choosing at such indemnified party's sole expense. In no event shall the indemnifying party consent to entry of judgment or enter into any settlement agreement that does not include a full release of the indemnified party unless otherwise agreed to in writing by the indemnified party. If the indemnifying party refuses or otherwise fails to defend such indemnifiable claim as provided herein, the indemnified party shall have the right to defend such indemnifiable claim in any manner it deems appropriate at the sole cost of the indemnifying party; provided, however, that such indemnified party will not settle such an indemnifiable claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, an indemnitor's obligations shall be comparatively reduced to the extent that it is finally determined by a court of competent jurisdiction that an indemnification claim is caused in part by the acts or omissions of any indemnified party.
Expiration of Agreement: This Agreement shall be deemed revoked, and a new agreement must be originated if it has not been signed by an authorized signatory for the Client prior to the Payment/Materials Due Date of the first contracted ad.
Client agrees that Client shall not hold themselves out in any way as sponsored by, affiliated with, or endorsed by MPA Media or its subsidiaries or affiliates. Each party agrees not to defame or disparage the other party, or its respective trademarks or service marks.
Confidentiality: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to, ideas, concepts, designs, audit materials, reports, results, data, documentation, diagrams, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, customer, subscriber, member, officer, director, or provider names, medical records, and other information related to such individuals or entities, price lists, reimbursement policies, and financial information. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted).
Use of Confidential Information. The Receiving Party shall exercise the same level of care to protect the confidentiality of the Disclosing Party's Confidential Information as it applies to its own similar confidential information (but in no event is less than reasonable care). Specifically, the Receiving Party will (a) refrain from using any Confidential Information of the Disclosing Party for any purpose beyond the scope of this Agreement, and (b) except as otherwise authorized in writing by the Disclosing Party, restrict access to the Confidential Information of the Disclosing Party to only those employees and contractors of the Receiving Party and its affiliates who need such access for purposes consistent with this Agreement, and who are aware of and comply with the confidentiality obligations herein. Neither party will disclose the terms of this Agreement to any third party, except to its affiliates, legal counsel, or accountants, without the prior written consent of the other party. However, any party making such a disclosure will remain responsible for ensuring that its affiliates, legal counsel, or accountants comply with the confidentiality provisions of this Agreement.
Return of Confidential Information. Upon termination or expiration of this Agreement for any reason, and in any event upon Disclosing Party's request, Receiving Party will deliver to Disclosing Party all Confidential Information, all Sponsored Content, and all documentation and other information the Disclosing Party provided to have the Services completed. Upon Disclosing Party's written request, the Receiving Party will certify in writing that Disclosing Party's Confidential Information has been destroyed.
Remedies. The Receiving Party acknowledges that any breach of the provisions of this Section may result in serious and irreparable injury to the Disclosing Party for which Disclosing Party may not be adequately compensated by monetary damage alone. Receiving Party agrees, therefore, that, in addition to any other remedy it may have, the Disclosing Party will be entitled to enforce the specific performance of this Agreement by Receiving Party and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages.
By agreeing to these terms and conditions set forth herein, as well as any additional terms and policies referenced in or attached to this Agreement, you agree that you have read, understood, and accepted all terms, and further agree to comply with any future amendments or updates to the terms and conditions as may be provided.
