Advertiser has contracted with Vital Vet, LLC (“Publisher”) for the publication and digital distribution of advertising as described in an Insertion Order (“IO”). All terms and conditions of this Agreement shall apply to every publication and/or distribution of an advertisement on Advertiser’s behalf (each, an “Ad”).
Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Publisher (“Ad Material”) do not contain any computer viruses or other damaging code; (d) all Ad Material and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all Ad Materials and campaigns comply with all applicable laws, regulations, and FTC and industry guidelines, including but not limited to: local, state, and federal laws. By way of emphasis, Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting Ad Material, and all statements and direct and indirect claims made in each Ad are accurate and true and supported by competent and reliable substantiation.
Publisher does not assume any obligations to perform legal review of Ads.
On request, Publisher may assist Advertiser in preparing its Ads for digital publication. This assistance may include design, composition, text and artwork. Fees may be associated with this service. Publisher retains all rights, including copyright, to all Ad layouts and other elements that represent the creative effort of Publisher or contain material prepared by Publisher. Advertiser shall not authorize photographic or other reproduction of any such Ad layout in any other publication without the express written consent of Publisher. Advertiser remains solely responsible for the contents of the Ad(s) and for compliance with any laws regulating such advertising.
Submission of an Ad to Publisher does not constitute a commitment by Publisher to publish or distribute the Ad. Publisher accepts an Ad only by publishing or distributing such Ad.
Failure of Advertiser to meet any deadlines may result in additional charges and changes in publication or distribution dates.
Advertiser shall be responsible for timely providing to Publisher all Ad Material necessary for digital publication and distribution of the Ads, including all necessary artwork and/or digital files, the timing and formats of which may be more specifically set forth in the Order or in Publisher’s media kit. Publisher is not responsible for Ad Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for mobile or online publication.
To ensure the integrity of our publications and for the benefit of our readers and advertisers, Publisher reserves the right to revise, reclassify, edit or reject any Ad Material or any portion thereof at any time. Publisher at all times reserves the right to refuse to publish any Ad text or other content for any reason and regardless of whether any such Ad Material was previously accepted by Publisher. Publisher reserves the right to alter any Ad Material in order for the material to conform to Publisher’s current mechanical or technical specifications. Publisher prohibits, and may postpone, cancel or otherwise return, any Ad Material that violates its advertising standards, including but not limited to advertising that violates applicable laws.
For digital Ads, Publisher will make final technical specifications electronically accessible to Advertiser at www.vitalvet.org. If Ad Materials are delivered late, Publisher is not required to guarantee full delivery of the IO.
Publisher shall notify Advertiser when it rejects Ad Materials due to unsatisfactory technical quality, inappropriate content, or any other reason.
Once submitted, Advertiser may replace or cancel creative copy for Ads only with 48 hours prior written notice to Publisher.
If Advertising is based on a specified number of impressions (CPM), an impression will be counted according to Publisher’s standard practices. Without limiting the foregoing, an impression will be counted whenever served by Publisher, regardless of viewability, whether served to an end user or to an intermediate or third party ad server (“Third Party Ad Server”), and/or whenever Publisher sends a request to a Third Party Ad Server to serve any Ad. Ads may include a link to Advertiser’s website.
Publisher will track delivery of impressions on its website through its ad server and, provided that Publisher has approved in writing a Third Party Ad Server to run on its properties, Advertiser will track delivery through such Third Party Ad Server. Advertiser may not substitute the specified Third Party Ad Server without Publisher’s prior written consent.
As between the parties, Publisher owns all right, title and interest in and to all content on the Publisher websites (except for Ad Materials) and all other content, html and code. Nothing in this Agreement or otherwise precludes Publisher from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any third party. Publisher owns all right, title and interest in and to any data about users of its websites. Advertiser authorizes Publisher to bring any claims Publisher may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising, without Advertiser’s consent.
Provided that Advertiser complies with all applicable laws, rules and regulations, and applicable industry guidelines, Advertiser may use data regarding a campaign for retargeting a User (Publisher website visitor) or appending data to a non-public profile regarding a user for purposes other than performing an insertion order, so long as it is not joined with any IO details or data that would allow identification of Publisher or its Users. Advertiser may use advertising performance data for internal media planning purposes only, and may disclose qualitative evaluations of such data to its clients and potential clients only for the purpose of media planning and only when aggregated with other campaign data.
Advertiser will provide Publisher with images and other content it would like to include if its ad is to be used in email marketing campaigns. In the event that Advertiser does not provide all content for the Ad, Publisher’s service provider will add additional content that the provider has the right to use for this purpose, and will retain its rights in such added content.
Publisher will provide Advertiser with a copy of the Ad to review prior to deployment of the email campaign. Advertiser must object to the Ad within 2 business days, or it will be deemed approved.
Publisher shall have the right to revise the advertising rates set forth in this Agreement at any time upon notice to Advertiser of such rates. Advertiser may terminate this Agreement on the date the new rates become effective by giving written notice within 30 days of such termination. In the event of such termination, Advertiser shall be liable for Ads published prior to such termination at the Current Agreement Rate. “Current Agreement Rate” is defined as the billing rate in effect at the time of placement.
Advertiser waives any dispute regarding any item included in an Invoice unless notice and amount of such dispute is provided to Publisher within thirty (30) days of the Invoice date. Send such notices to firstname.lastname@example.org.
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Publisher in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.
It is Advertiser’s responsibility to check for errors in its Ads before and after publication or distribution. Advertiser shall check the first appearance of Ads for correction and Publisher shall be liable for only one incorrect publication or distribution. Publisher shall not be liable for any error if, at Publisher’s option, Publisher subsequently publishes a corrected Ad.
Publisher is not responsible for errors on copy received after deadline. Publisher assumes no financial responsibility for typographical errors, or for omission of copy of Ads.
Publisher is not responsible for errors involving Orders, cancellations or corrections given orally. Written (e-mail included) or facsimile confirmation of Orders, cancellations or corrections must be received prior to Publisher’s cancellation deadline. Publisher will publish and distribute Ads and bill Advertiser for all Orders that are not canceled prior to the deadline. Advertiser may be subject to a cancellation charge when such cancellation results in production delays.
If Publisher is unable to display any digital Ad for any reason, Publisher shall at its option either (a) provide substitute advertising of comparable value (“makegood”), or (b) refund to Advertiser a pro rata portion of the fee Advertiser has paid to Publisher.
Advertiser shall defend, indemnify and hold harmless Publisher and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Publisher and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Ad or any website linked to from an Ad; and any other claims of any nature arising from or attributable to the publication or distribution of any Ad.
Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Publisher be liable to Advertiser for any amount greater than the amount paid by Advertiser to Publisher under this Agreement.
PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY PUBLISHER WEBSITE OR THE ADVERTISER WEBSITE; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
Agency’s representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Advertiser.
Advertiser grants Publisher a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Ad Materials provided by Advertiser or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to Publisher’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
(a) Publisher shall have the right to terminate this Agreement at any time, with or without notice to Advertiser, for Advertiser’s failure to remit payment for Invoices by the due date of such bills. (b) Advertiser shall have the right to terminate this Agreement at any time by written notice to Publisher. (c) Publisher shall have the right to terminate this Agreement for any reason and at any time by written notice to Advertiser, in which event and so long as Advertiser has been meeting its commitment to Publisher over time in a way that is consistent with Advertiser reaching its final commitment, Advertiser shall be liable for advertising prior to such termination at the Current Agreement Rate.
Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Publisher. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.
This Agreement is governed by, and construed in accordance with the substantive law (excluding choice of law provisions) of the state of New Jersey. Both parties hereby consent to exclusive jurisdiction and venue of the state and federal courts in New Jersey.
This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by Publisher in any instance shall not prevent Publisher from subsequently enforcing any provision of this Agreement in accordance with its terms.