AD TERMS & CONDITIONS
LEGENDARY GROUP OF COMPANIES INC. ADVERTISING RATE CARD
AD COPY AND CONTRACT TERMS AND CONDITIONS
A. Legendary Group of Companies Inc.’s Right To Reject,
Cancel or Terminate Orders
Legendary Group of Companies Inc. and/or its’ Association Partner reserves the right at its discretion, and at any time, to cancel any advertising order or reject any advertising copy, whether or not the same has already been acknowledged and/or previously published. In the event of such cancellation or rejection by Legendary Group of Companies Inc., advertising already run shall be paid for at the rate that would apply if the entire order were published and no short rate will apply.
Legendary Group of Companies Inc., at its absolute discretion, may
terminate its relationship with Advertiser and/or Agency for the breach of any
of the terms hereof, including without limitation a breach based on the failure
on the part of either Advertiser or Agency to pay each bill by its due date.
Should Legendary Group of Companies Inc. terminate its
relationship with Advertiser and/or Agency, all charges incurred together with
short-rate charges shall be immediately due and payable.
B. Advertiser’s Failure to Run Advertising/Short-Rate
All agreements for advertising frequency discounts require that the specified number of advertisements be published within a specified period and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have published and paid for the specified number of advertisements, or if at any time Legendary Group of Companies Inc. in its reasonable judgment determines that Advertiser is not likely to publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse Legendary Group of Companies Inc. for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually published and paid for) within 30 days of invoice therefore and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Legendary Group of Companies Inc. in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program. Rebates (for any earned advertising frequency discount adjustments for advertising run in excess of specified schedule) will only be earned if all advertising is paid for by the due date. Rebates must be used by the Advertiser within six months after the end of the period in which they were earned. Unused rebates will expire six months after the end of the period in which they were earned.
C. Restrictions on Advertiser’s Cancellation of Advertising Orders
Orders for cover and tab positions including the inside front, inside back, outside back or tabbed dividers are non-cancelable. Options on cover and/or tab positions must be exercised at least 45 days prior to material/space closing date. If an order is not received by such date, the cover and/or tab option automatically lapses. Orders for all inside advertising are non-cancelable less than 15 days prior to closing date. Orders for furnished inserts are non-cancelable 15 days prior to the closing date. Orders for all Legendary Group of Companies Inc. produced inserts are non-cancelable without the written agreement of Legendary Group of Companies Inc. If, however, Legendary Group of Companies Inc. agrees to cancel an existing order, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, including design, paper and/or printing.
D. Advertising Positioning at Legendary Group of Companies Inc.’s
Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and published but such restrictions or specifications are at Legendary Group of Companies Inc.’s sole discretion.
E. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly identified and labeled “ADVERTISEMENT” at the top of the advertisement, and Legendary Group of Companies Inc. may, in its discretion, so label such copy.
An accurate facsimile of any furnished insert may be required for review prior to the printing of the insert. Legendary Group of Companies Inc. is not responsible for errors or omissions in, or the production quality of, furnished inserts. Advertiser and/or Agency shall be responsible for any additional charges incurred by Legendary Group of Companies Inc. arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to Legendary Group of Companies Inc.’s specifications. In the event that Legendary Group of Companies Inc. is unable to publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall remain liable for the space cost of such insert.
G. Advertising Copy & Material Deadlines
An Advertiser and/or its’ Agency agree to submit all copy materials to Legendary Group of Companies Inc. no later than the material deadline as outlined within the Editorial Calendar for which edition they have ordered. Failure to do so may result in, at Legendary Group of Companies Inc. discretion, refusal to run copy in said issue. If failure to submit copy by material deadline, the Advertisers and/or Agency agrees to submit payment for the total cost of the advertising space as ordered. Advertisers and/or Agencies are required to ensure ad copy meets the proper specifications as per order. Legendary Group of Companies Inc. will make every attempt to notify an advertiser of an error in sizing or colour, however Legendary Group of Companies Inc. will not be held responsible for an advertisement that does not meet the Ad Specification guidelines as outlined for such publication. Advertisements submitted in Colour for which Black & White was ordered will be gray-scaled by Legendary Group of Companies Inc. Advertisers who submit a Black & White advertisement for an order which consists of colour advertising, will result in the Advertiser and/or Agency paying for such space as ordered and invoiced.
H. Errors in or Omissions of Advertisements
In the event of Legendary Group of Companies Inc.’s errors in or omissions of any advertisement(s), Legendary Group of Companies Inc.’s liability shall be limited to a credit of the amount paid attributable to the space of the error (in no event shall such credit exceed the total amount paid to Legendary Group of Companies Inc. for the advertisement), and Legendary Group of Companies Inc. shall have no liability unless the error/omission is brought to the Legendary Group of Companies Inc.’s attention no later than 60 days after the advertisement is first published. However, if a copy of the advertisement was provided or reviewed by Advertiser, Legendary Group of Companies Inc. shall have no liability. In no event will Legendary Group of Companies Inc. have any liability for errors or omissions caused by force majeure or errors in key numbers, nor will Legendary Group of Companies Inc. have any liability for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like.
The titles and logos of the magazines published by Legendary Group of Companies Inc. are registered trademarks. Neither the titles nor the logos of the magazines may be used without the express written permission of Legendary Group of Companies Inc. and/or its’ Association Partner.
Advertiser and its Agency, if there be one, each represent that any advertising or other material (including product samples) submitted by Advertiser or Agency complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Advertiser understands that the national edition of Legendary Group of Companies Inc.’s magazine is distributed primarily in North America, with incidental distribution throughout the world.) As part of the consideration to induce Legendary Group of Companies Inc. to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Legendary Group of Companies Inc., and its employees and representatives, against any and all liability, loss, damage, and expense of any nature, including attorneys’ fees, arising out of any actual or potential claims for libel, invasion of privacy, copyright, patent, or trademark infringement, and/or any other actual or potential claims or suits that may arise out of (a) the copying, printing, publishing, distribution or transmission of such advertisement; If the Legendary Group of Companies Inc. participated in the creation of an advertisement, the Legendary Group of Companies Inc. will indemnify Advertiser in connection with potential claims only to the extent it has agreed to do so in writing.
K. Responsibility for Payment of Advertising Bills
In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Advertiser authorizes Legendary Group of Companies Inc., at its election, to tender any bill to Agency, and such tender shall constitute due notice to Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Advertiser and Agency. Any bill tendered by Legendary Group of Companies Inc. shall constitute an account stated unless written objection thereto is received by Legendary Group of Companies Inc. within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Legendary Group of Companies Inc.. The rights of Legendary Group of Companies Inc. shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Legendary Group of Companies Inc. for its costs and attorneys’ fees in collecting any unpaid advertising charges. Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Advertiser’s behalf with the understanding that Agency may be paid a commission.
L. No Assignment of Advertising
Advertiser and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by Legendary Group of Companies Inc., nor may Advertiser or Agency authorize any others to use any advertising space.
M. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements published may, at Legendary Group of Companies Inc.’s option, be republished or reused by Legendary Group of Companies Inc. or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement created by Legendary Group of Companies Inc. is owned by Legendary Group of Companies Inc. and may not be otherwise used by Advertiser or third parties without Legendary Group of Companies Inc.’s prior written consent.
N. Advertising Rates
Rates contained in advertising orders that vary from the rates listed herein shall not be binding on Legendary Group of Companies Inc. and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective October 2014. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Advertising in issues thereafter will be at the rates then prevailing.
O. Rate Base Readership / Viewership Guarantees
Rate base readership / online viewership guarantees are determined through annual surveys conducted by Legendary Group of Companies Inc. on behalf of its Association Partner and are completed by publication recipients / online viewers.
P. Terms of Sale
There is no agency commission on advertising in Legendary Group of Companies Inc. publications. Payment is due thirty (30) days from the date of order/invoice. Interest will be charged at a rate of 1.5% per month on past due balances. Legendary Group of Companies Inc.may at its option require cash with order or change payment terms. Payment for any and all Digital Advertising Sales is due in full prior to the start date of said advertising. Payment for any and all Design work: Minimum of 50% before start on project and final amount owing due upon completion of work.
Q. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the Province of Manitoba applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Legendary Group of Companies Inc., relating to advertising must be brought in the provincial courts in Winnipeg, Manitoba. The parties hereby consent to the jurisdiction of the provincial courts in Winnipeg, Manitoba in connection with actions relating to advertising.
R. Entire Agreement
The foregoing terms and conditions shall govern the relationship between Legendary Group of Companies Inc. and Advertiser and/or Agency. Legendary Group of Companies Inc. has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or senior executive of Legendary Group of Companies Inc., no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Legendary Group of Companies Inc.. Failure by Legendary Group of Companies Inc. to enforce any of these provisions shall not be considered a waiver of such provision.