If Advertiser is purchasing (i) print advertising ("Print Ads") for display in Publisher's newspaper property(ies) (each a "Newspaper"), or (ii) online display advertising ("Digital Ads" and collectively with Print Ads, "Ads") for distribution on Publisher's digital media property(ies) (e.g., Publisher's website(s), Publisher's tablet or mobile applications, digital display ads associated with the eNewspaper of Publisher's newspaper, etc.) specified in the applicable Order (each a "Digital Property"), then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising Services.
1. Rates. Unless otherwise specified in Advertising Commitment in connection with a Commitment from Advertiser, Advertiser's purchase of Ads for display in the Newspapers, on the Digital Properties will be billed at Publisher's Standard Rates. Advertiser acknowledges that it has been provided a copy of Publisher's standard rate card. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control. Publisher reserves the right to modify its rate card, including increasing its Standard Rates, at any time and from time to time. Publisher will provide Advertiser with at least 30 days' prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue display of the applicable Ads by giving written notice to Publisher prior to the effective date of such changes. Advertiser's right to discontinue the display of its Ads shall be its sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue display of the applicable Ads, then, following the expiration of the notice period, all Ads shall be billed at Publisher's increased rates.
3. Ad Serving. Advertiser grants to Publisher a license to (a) display Advertiser's Ads on the Distribution Network; and (b) modify, copy, reformat, transmit and otherwise manipulate the Ads in connection with such display. Advertisements will be served in accordance with one of the following options:
3.1. By Publisher. If Publisher! will be responsible for serving the Digital Ads through its own ad servers, then Publisher will track delivery of the Digital Ads through such servers. The parties agree that Publisher's final impression measurements will be used to determine the fees due under this Agreement.
3.2. By a Third Party. If a third party ("Third Party") will be responsible for serving the Digital Ads through such Third Party's ad server, and such Third Party will track delivery of the Digital Ads through its server. The Third Party's final audited impression measurements will be used to determine the fees due under this Agreement. If the parties agree to use a Third Party ad server under the terms of this Addendum, Advertiser agrees to provide Publisher with a user login name and password to access the Third Party's impression measurements for purposes of verification of such measurements.
4. Invoices. Publisher agrees that invoices covering the delivery of Ads hereunder will contain: (a) the dates and times upon which Advertiser's Ads were displayed in the Newspapers and/or the Digital Properties, and, if applicable, dates and times upon which the Ads could be accessed on the Digital Properties, (b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and (c) the charge to Advertiser. The invoice shall serve as Publisher's) certificate of performance.
5. Short Rating. If Advertiser has made a Commitment in accordance with Advertising Commitment of this Agreement and, at the end of the Commitment Term set forth in Advertising Commitment Advertiser has either (i) purchased less volume (inches/pages/impressions) of Ads than agreed to in the Advertising Commitment or (ii) fallen short of the minimum revenue commitment agreed to in Advertising Commitment , then, if Publisher's Standard Rates are higher than the rates Advertiser was paying during the Commitment Term, (a) Advertiser will be billed for (and will be obligated to pay) the difference between the Standard Rate and the Commitment Term rate for all Ads that ran during the Commitment Term, and (b) Advertiser will be billed at the Standard Rate (as such Standard Rate may be modified in accordance with Section 1, above) for all Ads run after the Commitment Period.
6. Reservation of Rights. Publisher may reject, remove or cancel any Ad, space reservation or position commitment at any time in its sole discretion. Publisher also may edit, reject or remove from its Newspaper(s) and/or Digital Property(ies), at any time, any Ad or other material submitted by Advertiser or its Agency, or place the Ad in any Publisher advertising classification or section that Publisher deems appropriate. Publisher also shall have full latitude with respect to positioning all advertisements in the Newspapers; provided, however, that Publisher will use its reasonable efforts to accommodate Advertiser's positioning requests.
7. Responsibility for Advertisements.
7.1. Technical Quality; Typographical Errors; Incorrect Insertions or Omissions. Publisher is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for display on the Digital Property(ies). This Agreement cannot be invalidated, and neither Publisher will be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Advertiser Content displayed or published pursuant to this Agreement or omitted from display or publication.
7.2. Failure to Display Advertiser Content. Publisher Properties hereunder) are not required to display any Advertiser Content or other material for the benefit of any person or entity other than Advertiser. If there is an interruption or omission of the publication of any Advertiser Content or other material contracted to be published hereunder, Publisher may suggest a substitute time period for the publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position in the Newspaper(s) or on the Digital Property(ies), as determined by Publisher. Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser's good faith business judgment, Publisher shall provide a “make good” in the form of a reduction in the amount of fees due to Publisher (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser's sole and exclusive remedy for any failure to display Ads or other advertising material and Publisher shall have no further liability hereunder for such failure.
7.3. Removal or Change of Content. Publisher, in its sole discretion, may remove or revise its Newspaper(s) and/or Digital Property(ies), including the Newspapers' and/or Digital Properties' content, nature, design, and/or organization, during the term of this Agreement. If any such revision materially alters the value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of such revisions. If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation. Such cancellation shall be Advertiser's sole and exclusive remedy and Publisher shall have no further liability whatsoever.
8. Pre-Print Policy. All pre-prints must conform to the Publisher's standard pre-print specifications and recommended waste calculations, which will be provided by each Publisher. Inserts must be delivered to the Publisher at least 10 days in advance of distribution date. The Publisher will invoice pre-print billing quantities based on copies actually distributed (i.e., home delivery net sales, single copy total draw, and other circulation). Advertiser agrees to be billed the ordered distribution in the event that out of specification inserts are received.
9. Branded Content Advertising. This section applies if the campaign(s) described in the Agreement contemplate that Publisher will distribute Branded Content (aka “Native Advertising”) campaigns on behalf of Advertiser. Branded Content can include short-form content or long-form content, videos, emails, or social media posts that is published on Publisher's print and/or digital platforms and that is either (i) created by or on behalf of Publisher, at Advertiser's direction, for the purpose of enabling Publisher to run a contextually relevant advertisement on behalf of Advertiser ("Publisher Branded Content"), or (ii) is created or provided by Advertiser or its designee for placement by Publisher in or on its print or digital properties specified herein ("Advertiser Branded Content"). Advertiser, in its sole discretion, will have the right to approve any Publisher Branded Content prior to publication or distribution by Publisher in connection with the campaign described herein, and Publisher, in its sole discretion, will have the right to approve any Advertiser Branded Content prior to publication or distribution by Publisher in connection with such campaign. For clarity, Publisher will not be obligated to publish, via any platform, any Advertiser Branded Content that Publisher determines, in its sole discretion, does not meet Publisher's content guidelines or is otherwise inappropriate for publication. In addition, Publisher reserves the right, in its sole discretion, to include labels in, on and/or around any Branded Content published on behalf of Advertiser hereunder that indicate that the applicable Branded Content was paid for and/or provided by Advertiser.
9.1 FTC Guidelines. Publisher and Advertiser shall each comply with all applicable laws, rules and regulations, including without limitation the FTC's Guides Concerning Endorsements and Testimonials and the FTC's Enforcement Policy for Native Advertising.
10. Pay for Performance / Lead Generation. This section applies to an Advertisement in the Publication or on the Publication's website which include a designated phone number or a tracking code or a click through from the Publication's Site to the Advertiser by which Publication and Advertiser can track and verify readers to respond to and offer in the Advertisement. Any specific qualifications for the lead shall be included in the Insertion Order or on the Advertising Commitment. Publication shall have the right to audit the Advertiser's records to confirm the number of qualified leads generated by the Advertisement. Publication shall be provided with access to the call tracking records and other records maintained by Advertiser. Publication shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Advertising Commitment or Insertion Order. Only unused print and digital inventory will be available for the Advertisements. The frequency, location, and placement of the Advertisements shall be determined by Publisher, in its sole discretion.
If Advertiser is purchasing digital marketing services under this Agreement ("Marketing Services"), then the additional terms and conditions set forth in this Addendum B will apply to each Order Advertiser submits for such Marketing Services. ReachLocal, an affiliate of Publisher, provides Pay Per Click Service, SEO Service, listings management service, Social Media Service, Web Design/Development/Hosting Service, and/or other Marketing Services including targeted email. ReachLocal's applicable terms and conditions are at https://www.reachlocal.com/us/en/legal/terms-and-conditions/media-product-terms apply to the services it provides. Publisher reserves the right to use other affiliates to provide Marketing Services. For clarity, if Advertiser has not purchased a particular Service described below, then the terms below relating to that Service will not apply to Advertiser.
1. Rates. Unless otherwise specified on Advertising Commitment from Advertiser, Advertiser's purchase of Marketing Services will be billed at Publisher's Standard Rates. Advertiser acknowledges that it has been provided a copy of Publisher's standard rate card for Marketing Services. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control. Publisher reserves the right to modify its rate card, including increasing its Standard Rates for Marketing Services, at any time and from time to time. Publisher will provide Advertiser with at least 30 days' prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue use of the applicable Marketing Services by giving written notice to Publisher prior to the effective date of such changes. Advertiser's right to discontinue the use of particular Marketing Services shall be its sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue use of the applicable Marketing Services, then, following the expiration of the notice period, all Marketing Services shall be billed at Publisher's increased rates.
2.1. Pay Per Click ("PPC") Service. Publisher will create ads based on the Advertiser Content and will distribute the Ads through the Publisher Distribution Networks. Advertiser will have the opportunity to review and approve all PPC campaigns prior to launch. Advertiser will be solely responsible for all content associated with any PPC campaign. Fees are based upon the number of clicks on ads by users, based on the cost per click ("CPC") rate set forth in the applicable Order.
2.2. Search Engine Optimization ("SEO") Service. The SEO Service includes the optimization of the chosen number of keywords (e.g., 5, 10, 15 or custom) and the application of “on page” and “off page” SEO strategies for Advertiser's website, with the goal of obtaining improved ranking in organic search engine results for selected keywords. To the extent Advertiser's website is not hosted by Publisher, Advertiser will provide access to its website to enable Publisher to perform the SEO Service. Notwithstanding the foregoing or anything in this Agreement to the contrary, Advertiser acknowledges that, although Publisher will use reasonable efforts to optimize the ranking of Advertiser's ads based on the selected keywords, Publisher makes no guarantee that Advertiser's search ranking position will be maintained or optimized. Advertiser agrees that Publisher will not be liable for any unfavorable ranking results of Advertiser's ads, whether such unfavorable results arise from the SEO Service or from an act or omission of the applicable search engine.
2.3. Maps/Reputation Management Service. This Service is designed to help Advertiser's business listing appear in the “Google Maps/Places” in response to searches for Advertiser's optimized keywords. Advertiser acknowledges that search results and search engine rankings are influenced by several factors, and Publisher does not guarantee any placement in the "Google Maps/Places" or a particular position or rank for Advertiser's website or business listing in any search results.
2.4. Keywords. Advertiser acknowledges and agrees that Publisher, in its discretion, may select keywords for the PPC and SEO campaigns and for Maps Reputation Management Services. Publisher will use reasonable efforts to use Customer provided keywords; however, Publisher cannot guarantee that all of the Customer's keywords will be used.
2.5. Email Marketing Service. Publisher's Email Service includes the creation of email marketing messages based on the Advertiser Content and transmission of email messages on behalf of Advertiser. Advertiser will have the opportunity to review and approve all email marketing messages prior to the launch of an email marketing campaign under the applicable Order. Publisher will determine the transmittal date and time. The Order will specify (i) whether Publisher or Advertiser determines the recipient list and (ii) the number of recipients and the number of transmittals to the recipient list. Publisher does not make any representations or warranties about deliverability or open rates. Upon request of Publisher, Advertiser will provide its Do-Not-Email list for Publisher's use in deleting addresses on such list from the recipient list. Advertiser represents and warrants that its Do-Not-Email list includes addresses for all recipients who have opted out of receiving emails from Advertiser.
2.6. Social Media Service. Publisher's Social Media Service includes the creation and maintenance of Advertiser's social media accounts (e.g., Facebook, Twitter, Foursquare, etc.) on the sites as agreed upon by Publisher and Advertiser. To the extent Advertiser's social media accounts are already claimed by Advertiser or its representative, Advertiser will provide administrative credentials for such social media outlets to enable Publisher to provide the Social Media Service as contemplated herein. Advertiser shall have the opportunity to review and approve all social media posts, tweets, and other social media statements or content prior to publication of the post, tweet, statement or other content distributed by or on behalf of Advertiser via Advertiser's social media accounts. Advertiser will ensure that all such content complies with applicable law and applicable social media service's terms of service, as such terms of service may be modified from time to time. Advertiser further acknowledges that Publisher does not operate or otherwise control any third-party social media service. Publisher is not responsible or otherwise liable for any inaccuracy on, or unavailability of, any third-party social media service.
3.Ancillary Services. In connection Advertiser's subscription to with one or more of the Marketing Services described above, Publisher may provide the following ancillary Services:
3.1. Proxy Sites. Publisher may provide a mirrored version of the Advertiser's website ("Proxy Site"). In order to use the proxy service, (i) Advertiser's website must be operational, functional, and accessible through the Internet, and (ii) the URL visible above the Proxy Site to users clicking on the Advertiser's ad must reflect the website address for the Proxy Site and NOT that of the Advertiser's website. Advertiser agrees that Publisher is in no way responsible for the operation and functionality of the Advertiser's website. Advertiser agrees that it has all rights to the content on the Advertiser's existing website and Advertiser is able to grant the right to Publisher to use the content in connection with the Services.
3.2 Call Recording Services. If Advertiser elects to use the Call Recording Service in connection with one or more of the Marketing Services described in Section 1, above, Publisher will, on Advertiser's behalf, record (i) calls between Advertiser and its clients regarding the Services (the "Service Calls") and (ii) incoming calls to Advertiser from prospective clients of Advertiser (the "Inbound Calls") (collectively "Call Recording"). Advertiser acknowledges that the purpose for Call Recording is for auditing this Agreement and the Services in the Order. Advertiser grants specific permission to Publisher to administer, monitor, use and access Call Recording and the content of the recorded calls as Advertiser's agent. Publisher will provide prompt disclosure in Call Recording that the Service Call or Inbound Call may be recorded ("Recording Notification"). Advertiser acknowledges that it is responsible for notifying and/or obtaining the consent to Call Recording from its representatives (including employees, agents and independent contractors) who may be recorded in a Service Call or Inbound Call. For clarity, Advertiser acknowledges and agrees that Publisher is not responsible to provide any notice in connection with Call Recording other than Recording Notification. Advertiser specifically acknowledges that Publisher is not responsible to provide notice of rights of the Advertiser's clients and prospective clients relating to potentially confidential or privileged communications. Any notice required by law other than Recording Notification is the sole responsibility of the Advertiser.
4. Indemnification for Call Recording. Without limiting Advertiser's indemnification obligations under Section 8.1 of the Agreement, if Advertiser uses the Call Recording service, Advertiser agrees to indemnify and hold the Publisher Indemnitees harmless from and against any and all Losses arising out of a third-party claim resulting from (i) any failure by Advertiser to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, or (ii) Advertiser's use or misuse of the Call Recording service. Advertiser shall not use the Call Recording service to intimidate, harass, or otherwise violate the privacy or other rights of a caller and a Recorded Person. If Publisher learns about any alleged misuse of the Call Recording service, Publisher reserves the right to terminate the totality of Advertiser use of the Call Recording service without notice or liability.
5.Additional Terms. The third-party vendors' (referenced above) policies regarding cancellation and termination of orders, including but not limited to cancellation fees, shall apply. If the Advertiser cancels an order early, the Advertiser will be billed through the next billing cycle. For example, if the Advertiser cancels prior to the end of the month, the Advertiser will be billed through the end of the next calendar month. If the Advertiser cancels prior to the end of the four (4) month minimum commitment, the Advertiser will be billed for four (4) full months. Upon cancellation, the Advertiser must notify Publisher in writing if the online advertising should cease, if no notice is provided, advertising will be active through the end of the commitment.
If Advertiser's Order includes Branded Content the following the terms and conditions set forth below will apply to each Order.Content Distribution:
Social: Recognizing the importance of social media in Branded Content campaign, the Media Company has a dedicated social media expert in-house who will manage all of Advertiser's social activity. Media Company will deliver social extensions for Advertiser's Branded Content across relevant social channels. Media Company can review social Key Performance Indicators (KPI's) specific for Advertiser.Campaign Management:
Media Company's legally approved label for custom content work is "Story From" which will be included in articles listicles, video, infographics, promotional units, and social media.
If Advertiser is purchasing a Sponsorship of or receiving benefits in connection with a Publisher Event, as specified in the Advertising Commitment or the applicable Order, the terms and conditions below shall apply.
1. Content and Creative. Publisher shall be solely responsible for creating all promotional materials (print and digital), signage, or program(s) for the Event or the Program. Advertiser shall be identified as a promotional sponsor of the Event or Program in the promotional materials, signage and program book (if applicable). Publisher has sole discretion to determine the volume, frequency, number of impressions of any advertising for the Event, placement of advertising (print and/or digital) and positioning of Advertiser's name. Publisher has sole discretion to determine if any radio, TV or billboard advertising will be provided.
2. Limit of Liability. Publisher is not liable for any interruption, error or omission regarding any advertising (print, online, or other media). Publisher is not liable for cancellation or rescheduling of an Event, due to unavailability of the venue where the Event is being held or due to circumstances beyond its control.
3. Advertising Value. The advertising value being provided to Advertiser shall apply solely to advertising and promoting the Event. Unused advertising will expire on the expiration date the sponsorship and will be forfeited. Advertising value cannot be bartered, sold, transferred to, or used, in whole or in part, by any third party. The advertising value may not be used to fulfill any other advertising commitment between Advertiser and Publisher.
4. Renewal Option. If the Sponsorship is for an annual Event, program, product, or service, the parties must agree in writing upon the terms of the renewal at least thirty (30) days prior to the end of the current Sponsorship. The renewal terms shall be stated in a new Advertising Commitment or Order.
5. Publicity. Any press releases or public announcements regarding the Sponsorship which will include Publisher's name, are subject to Publisher's prior review and approval. Such approval may be granted or denied in Publisher's sole discretion.