Terms and Conditions

The terms and conditions set forth below shall govern the purchase of any advertisement by you (“Advertiser”) to be fulfilled by ALM Media, LLC and its affiliated companies (collectively, “ALM”) in either print or digital formats (“Ads”) which Advertiser has agreed to purchase in connection with a fully executed insertion order signed by ALM and Advertiser (“Insertion Order”). (These terms and conditions and the Insertion Order shall be referred to collectively as the “Agreement.”) The terms and conditions set forth herein shall govern any placement of Ads in any digital or print publication owned and operated by ALM. Except as otherwise agreed to by both parties, ALM does not guarantee any given level of circulation or readership for an advertisement.

  1. Rate Schedule. The advertising rates provided for in the Insertion Order are based upon ALM’s current rate schedule. ALM reserves the right to adjust its advertising rates at any time upon thirty (30) days written notice to Advertiser. The Advertiser may cancel the Insertion Order without charge upon receipt of notice of new rates by providing written notice of such to ALM. Should Advertiser fail to cancel the Insertion Order within thirty (30) days of notice of rate change, the Insertion Order shall remain in full force and effect up to its expiration date set forth in the Insertion Order at the increased rate.
  2. Cancellation. Except as described in paragraph 1, the Insertion Order is non-cancellable by Advertiser. Failure by the Advertiser to timely deliver advertising materials to ALM will result in Advertiser being charged the full amount owed. ALM reserves the right to cancel or to require pre-payment of the Insertion Order without notice in the event of default in payment or violation of any terms of the Insertion Order by Advertiser. In the event ALM cancels in accordance with these terms the Advertiser agrees to pay the short rate as set forth below.
  3. Short Rate. If the volume requirements of the Insertion Order are not fulfilled within the term of the Insertion Order, the Advertiser agrees to pay for advertisements placed during the term according to the rate schedules applicable to such reduced amount of advertising within thirty (30) days after failure to meet volume requirements. If the contracted frequency is the minimum frequency on the rate schedule, then the short rate amount will be an additional twenty percent (20%) of the original rate charged.
  4. Right of Rejection. ALM reserves the right to edit, revise or reject any advertisement that (a) does not comply with its guidelines or which may be objectionable for any reason, including inserting the word “advertisement” above or below the copy to distinguish it from the editorial product, in ALM’s sole discretion, or that (b) is tendered by an advertiser whose account is delinquent.
  5. Indemnification. Advertiser agrees to assume full responsibility for statements contained in its copy and to protect, hold harmless and indemnify ALM from and against any and all liability, loss or expense arising out of or resulting from claims or suits for libel, violations of rights of privacy, instruction, false light, unfair trade practices, unfair competition, infringements of trademarks, trade names or patents, copyrights or proprietary rights resulting from the publication by ALM of the Advertiser’s copy. Advertiser shall promptly reimburse ALM for any sums, costs or expenses (including, but not limited to, reasonable attorney’s fees and expenses, settlement costs and disbursements) incurred by ALM in connection therewith.
  6. Errors and Omission of Advertisement. Typographical errors or errors of omission shall not be considered a breach of the Insertion Order. Advertiser agrees to notify ALM of typographical errors for correction by ALM’s deadline. ALM will not, in any event, be responsible for typographical errors or misprints or the failure to print the advertisement. Liability for failure to publish an advertisement or for an error in any advertisement published shall be limited to a reasonably equivalent placement of equal value in the same ALM publication at ALM’s earliest convenience.
  7. Non-transfer. The placement contracted for under the Insertion Order is for the exclusive use and benefit of the Advertiser. It may not be used by or transferred to another advertiser, in whole or in part.
  8. Ownership of Advertising. All property rights to any advertisements produced by ALM using art work or typography furnished or arranged for by ALM shall be the property of ALM. No such advertisement, or any part thereof, may be reproduced by Advertiser or any third party without the prior written consent of ALM. Advertiser’s property, artwork, etc., are held at Advertiser’s risk. Advertiser’s artwork, film positives and/or negatives, photographs and transparencies will be returned on request via regular mail and at the risk of Advertiser and should be insured by them against loss or damage from whatever cause. ALM reserves the right to destroy all artwork which has been in its custody for three (3) months from the date of its last appearance.
  9. Taxes. Advertiser shall be responsible for all taxes (other than ALM’s income taxes) imposed as a result of any advertising published under the Insertion Order.
  10. Agent’s Liability. In the event this Agreement is entered into between ALM and an advertising agency, the advertising agency shall be jointly and severally liable with Advertiser, as the agent’s principal, for all payment due under the Insertion Order, whether or not the name of the principal has been disclosed.
  11. Attorney Advertising. Advertiser assumes all responsibility for compliance with any attorney advertising rules or regulations in the relevant jurisdiction(s). ALM is not responsible for any violation of any such rules or regulations, or filing of any advertisements with any bar association or other entity, or any associated fees. ALM will not hold materials’ deadlines pending advertiser’s submission of copy to any such entity. Failure to timely deliver advertising materials as a result of bar association or other entity review is subject to the full penalty set forth in paragraph 2, above.
  12. Terms of Payment. The Insertion Order does not extend credit. All charges are net cash with order. If the ALM elects to extend credit, all accounts are due and payable by the tenth (10th) day of the month following publication, and if then unpaid, the account shall be deemed to be delinquent. Delinquent accounts shall be subject to the maximum interest permitted by law, in addition to all reasonable expenses, including all attorneys’ fees and court costs, incurred by ALM in connection with the collection of any sum payable under the Insertion Order. Payment of any invoice shall be made to ALM within thirty (30) days from the date of the invoice.
  13. Advertising Delivery. With respect to any online advertising, in the event that the website(s) selected to post Ads are unable to deliver the quantity of impressions contracted for within the time specified in the Insertion Order, then the campaign may continue until the contracted-for quantity of impressions is served upon the mutual written agreement of both parties.
  14. Traffic Reports. With respect to any online advertising, ALM will report traffic to Advertiser in a manner and on a schedule determined by ALM, in its sole discretion, unless otherwise requested in writing by the Advertiser and agreed to in writing by ALM. Payment to ALM shall be due and payable at the rate and full amount provided for in the Insertion Order, based upon the measurement criteria (e.g. impressions) as reported to Advertiser by ALM.
  15. No Exclusivity. Advertiser expressly acknowledges that ALM may represent other advertisers and/or agencies and may secure the placement and exhibition of advertising, in a similar capacity to that contemplated hereunder, and nothing contained herein shall be construed to limit ALM’s right to do so.
  16. Advertiser’s Representations and Warranties. Advertiser hereby represents and warrants that:
    1. It is authorized to bind Advertiser (and agency, if any) to the terms and conditions of this Agreement.
    2. It has the full legal authority to use and to authorize others to use all elements in and pertaining to the Ads submitted to ALM for insertion, including without limitation (i) the names, likenesses, biographical information and/or any other identifying attributes of any individual who is identifiable in the Ads; (ii) all elements of the Ads that are subject to protection under any and all intellectual property law, including without limitation, the copyright, trademark, unfair competition and/or patent laws and regulations of any jurisdiction in which the Ads may be exhibited; (iii) all “testimonials” (as that term is commonly understood in the advertising industry) and/or endorsements contained in the Ads;
    3. No claim has been made that Advertiser does not have any right with respect to the Ads that are reasonably necessary to effectuate the purposes of the Agreement hereunder;
    4. No portion of the Ads have been wrongfully taken from any other work and there has not been a claim that the Ads violate, conflict with, or infringe upon, any rights whatsoever (including, without limitation, any copyright, common law or statutory, throughout the world; any right of publication, performance, or any other right in any work; and any right against libel, slander, invasion of privacy or similar right) of any person, firm or corporation; and
    5. The Ads and all elements thereof are not subject to any third party claims, and the Ads and all elements thereof have been fully cleared by Advertiser for all uses set forth herein, and no payments will be required to be made to any third party in connection with the use of the Ads (or, if any such payments are required, Advertiser will be solely responsible therefor and indemnify and hold harmless ALM in connection therewith).
  17. Limitation of Liability. Advertiser agrees that ALM shall not be liable for (i) any delays in the delivery and/or non-delivery of any Advertising placement; (ii) anything affecting the production of an Advertising placement in the event of an act of God, action by any government entity, network difficulties, electronic malfunction or any condition beyond the control of ALM; (iii) consequential damages of any nature whatsoever; and/or (iv) errors or omissions in the Advertising as it is exhibited to the public.
  18. Remedy at Law. . In the event of any dispute arising out of or relating to this Agreement, Advertiser’s sole remedy shall be an action for damages at law. Advertiser expressly waives any and all equitable rights they may have hereunder, including without limitation any right to enjoin, rescind, terminate or otherwise interfere with ALM’s delivery, placement and exhibition of any Advertising whatsoever.
  19. Governing Law. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the State of New York applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Agreement, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts located in the State of New York, New York County.
  20. Notice. All notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via (i) certified mail, return receipt requested, all charges prepaid, (ii) Federal Express, UPS One-Day Service, or other similar overnight courier service, with proof of sending, or (iii) hand delivery, with acknowledgement of receipt, transmission, in each case to the other party’s address set forth in the Insertion Order.
  21. Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent of the other in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
  22. Severability. If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
  23. No Partnership. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venturer of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.
  24. Defaults; No Waiver. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
  25. Entire Agreement. This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof. This Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought, and not otherwise.

 

 
 

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