Talk to someone? Jacquie Kubin – 301-503-4533 or [email protected]
INSERTION ORDER Date:_________
Client Account # _______ Insertion # ___________ Sales # ______
Company Name ____________________________________ Contact _________________________
Agency Name _____________________________ Contact ___________________
Address _____________________________ City __________________ State _____ Zip: _________
Phone: _____________________ 24 hour Cell: ___________________Email: __________________
Customized ad campaigns including direct and advocacy will be developed upon request
please contact Jacquie Kubin at 301-503-4533 or [email protected]
INSERTION ORDER 05/15(2) Date:_________
Client Account # _______ Insertion # ___________ Sales # ______ Page 2: ___initial
PAYMENT INFORMATION: All payments are to be PREPAID.
I understand that my credit card number _________________________________________________ Exp. ________
will be charged in accordance to the above insertion schedule chosen by advertiser.
When a multiple insertion schedule is in effect, your credit card will be charged in a monthly manner and your ad will be picked up from the previous month. Other payment, including by check, transfer or Paypal is accepted.
No cancellations will be accepted prior to the “Press Date” or a cancellation fee will apply. No cancellations will be accepted without written notification. Please note that your below signature is permission for CDN to periodically communicate via email & fax
X _________________________________________________ Date ______________
Signature (Your signature accepts responsibility of this insertion schedule)
Phone _________________________ E-mail ______________________________
CONTACT (24 hour) Jacquie Kubin 301-503-4533 / [email protected]
TERMS (Submission of Insertion order to Communities Digital News, LLC implies that advertiser has read and agrees with the terms of advertising except as noted)
(Media Company refers to Communities Digital News (commdiginews.com), Communities Digital News, LLC and its employees or agents)
1. Ad payments are not commissionable. Agencies are requested to mark up net rates. All advertising rates are net. Contracts must be completed, signed, and received by the closing date with payment.
2. Cancellations prior to the closing date must be received in writing. Revisions to accepted IOs will be made in writing (confirmed receipt email) and acknowledged by the other party in writing.
3. Media Company will make commercially reasonable efforts to notify Agency / Advertiser within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
4. If an advertising agency places an order on behalf of an advertiser, such agency warrants and represents that it has authority to place such order. The advertiser and its agency each agree to be jointly and severally liable for charges for ads placed.
5. Advertising material will consist of ad block / code compliant with Media Companies website.
6. Media Company will comply with the IO, including all Ad placement restrictions, and, will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in writing.
7. CDN will not be liable for typographical errors, incorrect insertions, incorrect positions or omissions in advertising or incorrect artwork. Every effort will be made to ensure correct positioning and artwork. Ad code/ads will be changed within 10 hours of request when request is made from 7am – 10pm EASTERN on any day.
8. Forwarding of an insertion order is construed as an acceptance of all published rates and conditions, and such order when accepted by CDN constitutes a contract.
9. All contracts are conditional on strikes, fires, acts of God or the public enemy, war or any cause not subject to the control of CDN, excluding the advertiser’s failure or inability to perform.
10. All advertising placed in publication is done so using the rates in effect on issue date, regardless of previous rate quotations. If monthly or quarterly advertising is purchased it is purchased for a minimum of 750,000 pvs per month with no limit on the number of page views that may be generated.
11. Advertiser or Agency will be provided third party generated reports on performance / pvs.
12. All advertising must be suitable for a family readership; advertising that is sexual, predatory, hateful or distasteful will be rejected for the benefit of CDN and other advertisers. Media will meet any and all reasonable adjacency requests.
13. Media company affirms that all journalists and editors are professionals that are generally paid for their work.
14. Media Company affirms that all content on Communities Digital News is original, first run, and non-user generated content. Media Company affirms that advertorial or black hat SEO content is categorically rejected.
Payment and Payment Liability:
15.The initial invoice will be sent by Media Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to; Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO.
16. All invoices pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company.
Cancellation of advertising / makegoods / bonus impressions:
17. IO may be cancelled without cause with 72 hours notice. Any IO cancelled will be charged the cpm rate for view held to the nearest 100,000 impressions.
18. Notification of Under-delivery. Media Company will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency and Media Company may arrange for a makegood consistent with these Terms.
19. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and Media Company will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. If Agency or Advertiser has made a cash prepayment to Media Company, specifically for the campaign IO for which under-delivery applies, then, if Agency and/or Advertiser is reasonably current on all amounts owed to Media Company under any other agreement for such Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will Media Company provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Agency.
20. Media company bases this IO 05/14(1) on a guarantee of a minimum750,000 site impressions per month. If site delivers in excess of 750,000 impressions, monthly/3 month bulk rates do not change for the period of the IP but are only guaranteed for the period of this IO.
21. No Modification. Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
22. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
23. Trademark Usage. Media Company, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.
24. By Media Company. Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from Media Company’s alleged breach or of Media Company’s representations and warranties
25. By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party against advertiser.
26. By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Agency alleged breach brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Section
27. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.
28. Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under this IO damages that result from the intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.
29. Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party.
32. Compliance with Law. Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
33. Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.
34. Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
35. Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
36. Performance: Media Company uses professional WP-Engine third party hosting to ensure technical performance and speed of site and to ward against disruption of site performance. Media Company has limited control over general performance of the Internet and cannot be help responsible for disruptions due to hackers, general failure of the Internet or third party providers.
37. Third Party platforms: Media Company employs and pays for third party platform enhancements for the benefit of the user, site and the advertiser. These include but are not limited to the Disqus comment system, Scribble Live chatware, Blog Talk Radio and third party advertisers.
38. Media company seeks to provide the highest rated and appropriate user service to increase the value of the page to the user and advertiser.
39. These terms and conditions shall govern the entire relationship between Media Company and the advertisers and/or agency. Unless expressly agreed to in writing by Media Company, no other terms or conditions in contracts, orders, copy instructions or otherwise shall be binding.
40. Media Company retains the right to make material changes to the IO and guarantees notification of advertiser/agency of any change that includes right to rescind and cancel any IOs governed by the change.
CONTACT (24 hour) Jacquie Kubin 301-503-4533 / [email protected]
(all efforts have been made to avoid typographical or material errors in this document; media company retains the right to make necessary minor repairs with notification of agency/advertiser.)
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