1. These Terms and Conditions (hereinafter “Terms”) apply to and govern all advertising placements reserved by an Advertiser (either directly or through an Agency) via an Insertion Order in any of the following publications: Toggle, Vanguard, US Builders Review, US Business Executive, Canadian Business Executive and Australian Business Executive (hereafter, collectively, “Journals”). These Terms apply to advertisements in the printed and online versions of the Journals.
2. The Journals are published, owned, and operated by TrueLine Publishing, LLC (hereafter, “TLP”). The submission of a signed Insertion Order to TLP for placement of advertising materials in any of the Journals constitutes a binding contract between the Advertiser and TLP, which is governed by these Terms. In the event that the Insertion Order is submitted to TLP by an Agency on behalf of an Advertiser, then the contract is also between the Agency and TLP (as well as between the Advertiser and TLP).
3. Advertiser shall check the appropriate box on the Insertion Order Form with respect to the provision of artwork, copy, and other advertising materials (collectively, “Ad Materials”). The Advertiser has three choices with respect to the supply or production of Ad Materials, as follows: a. Advertiser may supply all of the Ad Materials for TLP to place in the selected Journal. TLP may modify the Ad Materials as needed to conform with formatting, content, or editorial requirements and policies. Advertiser must ensure that the Ad Materials are provided to TLP by the date specified in the Insertion Order. b. Advertiser may provide TLP with a logo or limited materials and request that TLP design and complete the advertisement. Advertiser must ensure that the logo and other materials that it intends to supply are provided to TLP by the date specified in the Insertion Order. c. Advertiser may request that TLP design and complete the advertisement from scratch without any materials from Advertiser.
4. Advertiser understands that TLP must proceed with the creation and completion of advertisements in time to meet production schedules. In the event that Advertiser fails to provide TLP with the necessary Ad Materials by the date specified, TLP may proceed, in its discretion, to design and complete the advertisement based on other materials or from scratch, and Advertiser will be responsible for any additional labor costs and expenses associated therewith.
5. Advertiser (and Agency, if applicable) warrants and represents as follows: that any Ad Materials and other oral and verbal information that it provides to TLP shall not infringe the trademark rights, copyright rights, or any other intellectual property rights or other rights of any third parties; that it has all necessary ownership rights, license rights, and/or other necessary rights in and to the Ad Materials to authorize the use and display of the Ad Materials in an advertisement in the Journals; that it is authorized to publish the entire contents and subject matter of the advertisement; that publication of the advertisement by TLP will not violate the personal or proprietary rights of any third party or any law or governmental regulation; that no Ad Materials or other requests for the creation or placement or an advertisement will contain any defamatory, offensive, or inflammatory materials. Advertiser (and Agency, if applicable) will indemnify and hold TLP, its employees and representatives harmless from and against any loss, expense, or liability (including without limitation attorney fees) arising out of any claims of defamation, infringement of third party intellectual property rights or other rights, invasion of privacy, or violation of any federal, state or local law, statute, ordinance or regulation the publication related in any way to the distribution of any Ad Materials and any final advertisement containing Ad Materials or other oral or verbal information provided by Advertiser (and Agency, if applicable) or loss or damage to TLP otherwise arising out of the breach of any of the warranties or representations in this section.
6. TLP makes no guarantees or warranties that any advertisement that it creates will be complete or error free. TLP will make commercially reasonable efforts to provide proofs of advertisements to Advertiser before publication, but TLP does not promise to do so. Final advertisements are provided “as is” and without any warranties. Unless caused by TLP’s gross negligence or intentional misconduct, TLP shall not be liable or responsible for any errors, defects, or mistakes in any advertisements, and Advertiser hereby waives and releases TLP from any claims that may arise from any errors, defects, or mistakes, other than those caused by TLP’s gross negligence or intentional misconduct.
7. Advertiser shall pay for its advertisements at the rates set forth in the Insertion Order. Rates may change from time to time, and advertising is accepted only on condition that revised rates will apply to any advertisements placed following the date of change.
8. Payment on TLP’s invoices will be due in full within 14 days after the date of the Insertion Order, regardless of whether TLP issues an invoice. The date of the Insertion Order is the date that the Insertion Order was faxed or e-mailed back to TLP. Interest at the rate of 1.5% per month (or the highest rate allowed by law, whichever is lower) shall be due with respect to any invoices that are not paid within 14 days of when due. If payment is not received within 30 days after the date of the Insertion Order, any discounts granted to Advertiser will be null and void and Advertiser will be liable to pay full rates listed on the website and/or media kits of the corresponding Journal. If it becomes necessary for TLP to undertake collection activities with respect to an unpaid invoice, Advertiser will also be liable for all costs of collection, including without limitation actual attorney fees and other costs.
9. This Insertion Order may not be canceled for any reasons under any circumstances. Advertiser understands that there are costs associated with layout and spacing, and therefore Advertiser agrees to pay TLP when due per the Insertion Order.
10. In the event that an Insertion Order is submitted for an Advertiser by an Agency, the Agency warrants and represents that it is the duly authorized agent for the Advertiser and that it has the full right and power to submit the Insertion Order on behalf of the Advertiser and to bind the Advertiser to the Insertion Order and to these Terms. Agency hereby agrees to hold TLP harmless from and to indemnify TLP against any losses that TLP may suffer, including without any lawsuits or other claims, demands for damages, and attorney fees, as the result of any claims by or on behalf of the Advertiser to the effect that Agency was not authorized to enter into this transaction for the Advertiser or that the advertisement was not otherwise authorized.
11. In the event that an Insertion Order is submitted for an Advertiser by an Agency, then the Advertiser and the Agency shall be jointly and severally liable for the payments of all invoices and charges associated with the Insertion Order. Advertiser authorizes TLP, at its election, to tender any invoices to Agency, and such tender shall constitute notice to Advertiser of the invoice, and such manner of billing shall in no way impair the joint and several liability of Advertiser and Agency. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to TLP. The rights of TLP shall in no way be affected by any dispute or claim as between Advertiser and Agency.
12. All advertising positions are at the option of TLP and subject to prior requests, guarantees, color and mechanical capacities. TLP will consider all position requests, however, no adjustments, refunds or re-insertions will be made because of the position in which an advertisement is published unless a guaranteed position premium has been paid and agreed to in writing by TLP.
13. Advertiser understands that Advertiser is bound to pay the full cost of the advertisement regardless as to whether the feature story associated with the ad runs or not. If for some unforeseen reason the feature story gets cancelled and does not run, TLP will still run the advertisement as a stand alone ad in the magazine and Advertiser agrees to make payment in full.
14. TLP, at its option, may terminate its relationship with Advertiser for the breach of any of these Terms and/or any Insertion Orders, it being specifically understood that failure on the part of Advertiser to pay per each Insertion Order on or before its due date shall constitute a breach. Should TLP terminate its relationship with Advertiser, all charges incurred together with short-rate charges shall be immediately due and payable. (A short-rate charge is the difference between the rate charged on the contracted-for frequency and the higher rate based on the reduced frequency of advertisements actually published.)
15. Advertisements that simulate editorial content must be clearly defined and labeled “Advertisement,” and TLP may so label such an advertisement in its sole discretion.
16. Orders containing terms, rates or conditions or specifying position may be accepted but such terms or rates, conditions or specifications are not binding unless TLP has specifically agreed to them in writing.
17. TLP makes no warranties, representations, or guarantees with respect to any given level of circulation or readership with respect to any advertisement or that the placement of any advertisement will result in any sales or contracts for Advertiser.
18. Subject to the limitations and waivers set forth elsewhere in these Terms, TLP’s liability for failure to publish an advertisement or for an error in any advertisement shall not exceed a refund of fees actually paid to TLP for said advertisement. Advertiser’s remedy in the event of any error by TLP in published advertisements shall be to have the error rectified within the discretion of TLP, which will usually result in an updated the digital magazine or sometimes running the correction in future edition(s), provided that the error is brought to TLP’s attention no later than 5 working days after the advertisement first appears, unless a proof of the advertisement was provided to or reviewed by the Advertiser or Agency, in which event TLP shall have no liability. THE CUMULATIVE LIABILITY OF TLP WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY ADVERTISER TO TLP UNDER THE APPLICABLE INSERTION ORDER. IN NO EVENT WILL TLP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, DATA, USE, ANY OTHER ECONOMIC ADVANTAGE OR COST OF COVER INCURRED BY ADVERTISER ARISING OUT OF THE INSERTION ORDER OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF TLP KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TLP BE SUBJECT TO OR LIABLE FOR ANY PUNITIVE OR EXEMPLARY DAMAGES.
19. All artwork, copy, software, and other intellectual property created by TLP in connection with any advertisement shall be and remain the property of TLP. With respect to all Ad Materials provided to TLP by Advertiser, Advertiser agrees that TLP has the non-exclusive, perpetual right to re-publish and re-use any Ad Materials and any advertisements submitted in any form in which the advertisements may be published or used (in any media now in existence or hereafter developed) in whole or in any part, whether or not combined with materials of others.
20. TLP is not responsible for any inadvertent or legally compelled disclosure of advertising information.
21. The Insertion Order, these Terms, and all issues relating to advertising will be governed by the laws of the State of Maryland without regarding to principles of conflicts of laws that might otherwise have required the application of the law of another jurisdiction. The sole and exclusive forum for the resolution of any disputes arising out of or related to any Insertion Order or these terms shall be the state courts in and for Montgomery County, Maryland, or, if exclusive jurisdiction resides in federal court, then the United States District Court for the District of Maryland, Southern Division, and the parties irrevocably consent to personal jurisdiction in such courts. The parties waive trial by jury with respect to any such action. Any action under an Insertion Order or these Terms must be commenced within one year after the cause of action accrues.
22. The Insertion Order and these Terms set forth the entire understanding and agreement between the parties with respect to their subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter. The parties expressly state that no information or materials aside from the terms specifically stated in the Insertion Order and these Terms, including without limitation advertising and marketing materials, statements and representations of salespeople or other individuals, form or are otherwise a part of the basis of the parties’ bargain.
23. Each individual executing the Insertion Order represents and warrants that he/she is duly authorized and empowered to enter into and execute the Insertion Order and to bind his/her principal to all of the terms and conditions hereof, including these Terms, and that all corporate actions, if any, required in this regard have been taken and completed.
24. For all self-sponsor upgrades that come with an advertisement, the advertisement is just an additional option. Payment of the insertion order is based on the upgrade of the story placement not running the advertisement. If you choose not to use your advertisement, you are still agree to pay the amount on the insertion order in full. In addition, advertisements from these upgrades cannot be used towards placing advertisements in support of features that are in need of support in the future.
25. In the event of a conflict between the terms of an Insertion Order and these Terms, the terms of the Insertion Order shall control.
26. Insertion Orders are not bound by any season or edition. TLP reserves the right to bump placement without any notice.
27. TrueLine Publishing owns all content on the site and reserves the right to license it to whomever it wants at whatever time. This includes ad materials, editorial content, pictures and all other information and materials created by TLP or supplied by clients/feature stories. For content licensing information please send inquiries to email@example.com.
28. TrueLine Publishing is not responsible for the legibility of self-submitted website advertisements.
29. If the story that you are placing an ad within withdraws, TLP will place your ad in the Table of Contents or in another story in the journal.