FASHIONMAG.COM - ADVERTISING CONTRACT TERMS AND CONDITIONS
Last Revised November 19, 2009
The following User Agreement ("Agreement") governs the use of www.fashionmag.com ("Website"), as provided by Fashion Group ("Service Provider," "we," or "our").
Please read the rules contained in this Agreement carefully. You can access this Agreement any time at http://www.fashionmag.com/texte/4.html Your use of and/or registration on any aspect of the Website will constitute your agreement to comply with these rules. If you cannot agree with these rules, please do not use the Website.
The Agreement may be modified from time to time; the date of the most recent revisions will appear on this page, so check back often. Continued access of the Website by you will constitute your acceptance of any changes or revisions to the Agreement.
Your failure to follow these rules, whether listed below or in bulletins posted at various points in the Website, may result in suspension or termination of your access to the Website, without notice, in addition to Service Provider's other remedies.
FASHIONMAG.COM ADVERTISING RATE CARD COPY AND CONTRACT TERMS AND CONDITIONS
A. Publisher's Right To Reject, Cancel or Terminate Orders
Publisher reserves the right at its absolute 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 Publisher, advertising already run shall be paid for at the rate that would apply if the entire order were published.
In addition, Publisher reserves the right to remove from selected copies of the publication advertisements containing matter that subscribers have deemed objectionable.
Publisher, 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 Publisher terminate its relationship with Advertiser and/or Agency, all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Publisher may decide to exercise its right to (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with Publisher on behalf of Advertiser or any other client, and/or (b) refuse to publish any or all of Advertiser's advertising.
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 twelve-month period. In the event of Advertiser's or its Agency's cancellation of any portion of any advertising order or contract or failure to have published the specified number of advertisements, or if at any time Publisher in its reasonable judgment determines that Advertiser is not likely to publish 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 Publisher 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) 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 Publisher in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program.
C. Restrictions on Advertiser's Cancellation of Advertising Orders
Orders for all advertising units are non-cancellable 15 days prior to closing date. Orders for supplied inserts are non-cancellable the first of the fourth month preceding the date of issue. Orders for all Publisher-produced inserts are non-cancellable without the written agreement of Publisher. Should Publisher agree 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, paper and/or printing.
D. Advertising Positioning at Publisher's Discretion
Orders for advertising containing restrictions or specifying positions, editorial adjacencies or other requirements may be accepted and published but such restrictions or specifications are at Publisher's sole discretion.
<b>E. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly defined and labeled "ADVERTISEMENT" or "SPECIAL ADVERTISING SECTION" at the top of the advertisement, and Publisher may, in its discretion, so label such copy.
An accurate facsimile of any furnished insert must be submitted to Publisher for review prior to the insert. Publisher 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 Publisher arising out of Advertiser and/or Agency's failure to deliver furnished inserts pursuant to Publisher's specifications. In the event that Publisher 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. Errors in Advertisements
In the event of Publisher's errors in or omissions of any advertisement(s), including but not limited to those caused by force majeure, Publisher's liability shall be limited to the amount paid attributable to the space of the error and in no event shall exceed the total amount paid to Publisher for the advertisement. Publisher is not responsible for errors in key numbers.
The titles of the magazines published by FashionMag.com are registered trademarks. Neither the titles nor the logos of the magazine may be used without the express written permission of Fashion Group.
I. Indemnification of Publisher
Advertiser and its Agency, if there be one, each represent that any advertising (including product samples) submitted complies with all applicable laws and regulations and does not violate the rights of, and is not harmful to, any person, corporation or other entity. As part of the consideration to induce Publisher to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to indemnify and save harmless Publisher, and its employees and representatives, against 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 or trademark infringement and/or any other actual or potential claims or suits that may arise of out the copying, printing, publishing, distribution or transmission of such advertisement.
J. 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 Publisher, 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 Publisher shall constitute an account stated unless written objection thereto is received by Publisher within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser's liability to Publisher. The rights of Publisher shall in no way be affected by any dispute or claim between Advertiser and Agency.
K. 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 Publisher, nor may Advertiser or Agency authorize any others to use any advertising space.
L. Republication of Advertisements
Advertiser and Agency agree that any advertisements published may, at Publisher's option, be republished or reused by Publisher 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 Publisher is owned by Publisher and may not be otherwise used by Advertiser or third parties without Publisher's prior written consent.
M. Advertising Rates
Rates contained in advertising orders that vary from the rates listed herein shall not be binding on Publisher and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective with the January 2, 2007 issue.
N. Rate Base Guarantees
Rate base guarantees are made on an annual (twelve month) contract-year average.
O. Terms of Sale
An agency commission of 15% will be allowed for recognized agencies. Payment is due sixty (60) days from the date of invoice. Interest will be charged at a rate of 1.5% per month on past due balances.
P. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of France applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Publisher relating to advertising must be brought in the state or courts in Paris, France. The parties hereby consent to the jurisdiction of such courts in connection with actions relating to advertising.
Q. Entire Agreement
The foregoing terms and conditions shall govern the relationship between Publisher and Advertiser and/or Agency. Publisher has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing by Publisher, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Publisher.
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 Publisher's sole discretion.