ADVERTISER TERMS AND CONDITIONS
MUSIQUE MAGAZINE STANDARD ADVERTISING TERMS AND CONDITIONS
The organization contracting for the purchase of advertising covered by this contract hereinafter called “AGENCY” or “ADVERTISER” as the case may be) and MUSIQUE MAGAZINE. (Or an affiliate thereof) (Hereinafter called “MM”) hereby agree that all advertising placed by AGENCY or ADVERTISER with MM shall be governed by the following terms and conditions:
1. PAYMENT AND BILLING
(a) MM will bill AGENCY or ADVERTISER quarterly, unless otherwise specified. Video advertising, band videos are billed on a monthly basis, unless otherwise specified.
(b) Payment by AGENCY or ADVERTISER is due upon receipt of invoice. AGENCY or ADVERTISER waives any billing dispute if AGENCY or ADVERTISER does not notify MM of such dispute in writing within thirty (30) days from date of the invoice containing such amount in dispute. In the event AGENCY or ADVERTISER timely notifies MM of such dispute, AGENCY or ADVERTISER and MM shall work diligently with each towards a resolution, but any amount not in dispute shall be promptly paid as described herein. Payments by established and recognized advertising agencies for web advertising shall be subject to a 10% agency discount on paypal payments only, except for or as otherwise stated herein or in a governing master contract.
(c) If this agreement is entered into by an AGENCY, then AGENCY agrees that ADVERTISER and AGENCY are jointly and severally purchasing the advertising hereunder and acknowledges that any credit that has been extended by MM has been extended on the basis of the credit and promise of payment by both AGENCY and ADVERTISER. AGENCY represents and warrants that it is authorized to bind the ADVERTISER and agrees that AGENCY and ADVERTISER shall be jointly and severally liable for the payments to be made under this agreement. Sequential liability is not accepted unless specifically agreed to in writing by MM
(a) Web advertisements may be cancelled immediately by MM, and upon fourteen (14) days prior written notice by AGENCY or ADVERTISER.
(b) If AGENCY or ADVERTISER cancels contract, without prior (14) days notification standard rates will apply.
3. EXTENSIONS AND RENEWALS
Any extensions or renewals of terms of agreement shall be subject to prior approval by MM and shall be at the rates in effect at the time of said extension or renewal as set forth on MM’s then published rate card.
4. EFFECT OF BREACH
(a)MM reserves the right to terminate this contract upon default by AGENCY or ADVERTISER in the payment of bills or other material breach of the terms hereof at any time upon one day’s notice. Upon such termination all charges for advertising completed hereunder and not paid shall become immediately due and payable. If MM terminates by reason of AGENCY’s or ADVERTISER’s material breach, AGENCY’s or ADVERTISER’s liability shall be to pay not only for advertising completed hereunder prior to termination by MM but for advertising to be completed thereafter under the contract, less only the MM’s actual cost savings realized on account of termination
(b) In the event of material breach by MM in performing this contract, AGENCY or ADVERTISER reserves the right to terminate this contract at any time upon one (1) day’s prior notice. In no event shall MM be liable or responsible for any incidental, special, consequential or punitive damages (including without limitation, lost profits, promotional costs or costs of other media) relating to the performance or breach of this Agreement whether arising in contract, tort or otherwise. MM’s total liability to AGENCY and/or ADVERTISER for any breach of or failure to perform this Agreement shall be limited to a refund of any amounts paid to MM minus any applicable service fees (20%) under this Agreement regardless of whether such liability arises in contract, tort or otherwise.
(c) In case suit or action is instituted by MM for the collection of any money owing hereunder or for enforcement of any of MM’s rights hereunder, AGENCY and/or ADVERTISER agrees to pay all COURT and or COLLECTION costs and disbursements associated with said suit or additional action together with reasonable attorney’s fees.
5. FAILURE TO PUBLISH
If for any reason there is an interruption or omission of any advertising contracted to be published hereunder, MM may suggest a substitute time period for the web publication of the interrupted or omitted advertising. If no such substitute time period is acceptable to AGENCY or ADVERTISER, MM shall provide AGENCY or ADVERTISER with the following: (1) with respect to web ad, a pro rata reduction for the period of 1 month.
IN NO EVENT SHALL MM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
(a) MM shall have the right to cancel any purchased advertising or portion thereof covered by this terms and conditions in order to publish any content which, in its absolute discretion, it deems to be of public significance. In any such case, MM will notify AGENCY or ADVERTISER in advance if reasonably possible, but where such notice cannot reasonably be given MM will notify AGENCY or ADVERTISER promptly after such scheduled publication has been cancelled.
(b) If AGENCY or ADVERTISER and MM cannot agree upon a satisfactory substitute day and time, the ad time so preempted shall be deemed cancelled without affecting the rates, discounts, or rights provided under this contract, except that AGENCY or ADVERTISER shall not have to pay MM cancellation charges.
(c) MM will attempt to advise AGENCY or ADVERTISER by telephone or email if AGENCY or ADVERTISER furnished advertising material and/or scheduling instructions do not arrive 72 hours in advance of advertising date. If such material and instructions do not arrive at MM within twenty-four (24) hours after MM has notified the AGENCY or ADVERTISER, MM may bill AGENCY or ADVERTISER (as the case may be) for the time/advertising reserved. MM will use reasonable commercial efforts to publish material received from AGENCY or ADVERTISER despite late receipt.
(d) With respect to advertising, AGENCY or ADVERTISER shall not furnish to MM any advertising material in violation of MM’S Blocked Ads List, as modified by MM from time to time. A copy of the most recent MM Blocked Ads List is available upon request. If any AGENCY or ADVERTISER ad violates MM Blocked Ads List and no substitute ad is provided, MM may bill AGENCY or ADVERTISER (as the case may be) for the ad space reserved.
(e) If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes or for any other cause beyond AGENCY’s or ADVERTISER’S control, AGENCY or ADVERTISER cannot provide advertising material prior to scheduled broadcast/publication hereunder, AGENCY or ADVERTISER shall not be liable to MM. In such event, MM shall suggest a substitute time period for publication of said advertising material. If no such substitute day and time period is mutually agreed upon, MM shall credit AGENCY or ADVERTISER for the charges hereunder in the amount of money assigned to the subject advertising.
(f) Advertising material provided by AGENCY and ADVERTISER is subject to approval and MM may exercise a continuing right to reject such material, including a right to reject for unsatisfactory technical quality or content. In the event advertising material is unsatisfactory. In the event the commercial material is unsatisfactory, MM will attempt to notify AGENCY or ADVERTISER by telephone or email and unless AGENCY or ADVERTISER furnishes satisfactory material twenty-four (24) hours prior to broadcast/publication time. MM may bill AGENCY or ADVERTISER (as the case may be) for the time/advertising reserved, despite late receipt.
(a) AGENCY and ADVERTISER jointly and severally agree to hold MM harmless against all liability resulting from the advertising material or program material furnished by AGENCY or ADVERTISER.
(b) AGENCY and ADVERTISER warrant that all advertising material provided to MM are properly licensed to be published and performed via over the internet and in any print.
10. NON-DISCRIMINATION POLICY
NONDISCRIMINATION POLICY:MM does not discriminate in advertising contracts on the basis of race or ethnicity, and will not accept any advertising which is intended to discriminate on the basis of race or ethnicity. ADVERTISER and/or AGENCY represents and warrants that it is not purchasing advertising space from MM that is intended to discriminate on the basis of race or ethnicity.
(a) MM shall exercise normal precautions in handling of property and mail but assumes no liability for loss of or damage to advertising material and other property furnished by AGENCY or ADVERTISER.
(b) The terms and conditions, including the rights under it, may not be assigned or transferred by AGENCY or ADVERTISER without first obtaining the consent of MM in writing, nor may MM be required to publish hereunder for the benefit of any advertiser other than the one named on the face application. Failure of MM or of AGENCY or ADVERTISER to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
(c)MM’s obligations hereunder are subject to the terms and conditions of licenses held by it and to applicable federal, state and local laws and regulations.
(d) This contract contains the entire agreement between the parties relating to the subject matter herein contained, and no change or modification of any of its terms and provisions shall be effective against any party unless the same is in writing signed by said party.
(e) This agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument.
(f) Any sales, use, gross receipts or similar taxes imposed as a result of this order shall be the responsibility of AGENCY and ADVERTISER. MM may collect such tax in addition to the price of advertising hereunder.
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