August 24, 2016
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 https://zondahome.com/payment-terms-conditions
Please note that it is against Hanley Wood Media, Inc. policy to allow third parties to segment/cookie users based solely on impression delivery or page load for the purposes of re-targeting (or “repurposing” in reference to the IAB 4As IO Section 12(d)(i)). 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
2019-2020 PAYMENT TERMS AND CONDITIONS
Payment terms for all Hanley Wood Media, Inc. is Net 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.
When contract includes content development services, payment terms for such services are 50% upon signing and 50% upon the earlier of launch or (3) months after signing. Demand Generation services related to such programs will be billed upon delivery of leads. For the avoidance of doubt, for services including content development services that depend upon the provision of content or other assets by Customer, if Customer fails to provide such content and/or assets to Hanley Wood within ninety (90) days of the applicable contract date, then Hanley Wood will bill the Customer in full for all remaining amounts, including any related demand generation, and Hanley Wood will have no further obligations to fulfill any obligations under the applicable contract or order. Said contracts are Non-cancelable upon receipt by Hanley Wood Media, Inc. of an executed contract from Customer, except as may be provided in a separate agreement.
Event Sponsorships. Event sponsorship payment terms are 100% upon signing, due Net 30 from invoice date.
Demand Generation. Demand Generation services will be billed upon delivery of leads. If Customer fails to provide assets required to execute such program to Hanley Wood within ninety (90) days of the applicable contract date, then Hanley Wood will bill the Customer in full for all remaining amounts, and Hanley Wood will have to further obligations to fulfill any obligations under the applicable contract or order.
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.
Print Media. 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.
Digital Media. 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
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. This non-cancellation clause supersedes any conflicting terms including those that may be present on the client-generated insertion order. 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.
Customer understands that the completion and launch of the applicable program may depend on the timely provision by Customer of content and/or consent to proceed. Contract assumes that all programs will be completed within twelve months. Programs that extend beyond twelve months will be subject to a change order and will incur additional costs to complete.
Event Sponsorships. Non-cancelable upon receipt by Hanley Wood Media, Inc. of an executed contract from Customer, except as may be provided in a separate agreement.
CANCELLATION OR POSTPONEMENT OF SHOW
If any unforeseen occurrence shall render the fulfillment of this agreement impossible, the parties shall mutually amend the agreement. Hanley Wood shall work with the Sponsor to provide a credit towards a Hanley Wood future event or other products and services offered by Hanley Wood of equal value or greater. Refunds will be considered on a case by case basis depending on sponsor deliverables. The Sponsor hereby waives any claim against Hanley Wood for damages or compensation. Hanley Wood shall not be financially liable in the event the show is interrupted, canceled, moved, or dates changed.
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 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 06 15 2020