Advertising Agreement – Contract & Regulations
2024 Executorium.com LLC (herein referred to as Executorium) ADVERTISING RATE AD COPY AND CONTRACT TERMS AND CONDITIONS
Upon signing an advertising agreement for any publication produced by Executorium, the advertiser and/or advertising agency agrees to the following:
A. Executorium’s Right To Reject, Cancel or Terminate Orders
Executorium 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.
Executorium, 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 Executorium terminate its relationship with Advertiser and/or Agency, all charges incurred shall be immediately due and payable.
B. Advertising Positioning at Executorium’s Discretion
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 Executorium’s sole discretion.
C. Advertising Positioning by order
Orders for advertising are accepted for specific locations. No warranty is given about adjacent space content or neighboring advertisers.
Advertising accepted for specific locations is granted renewal privilege in the same position with right of first refusal at prevailing advertising rates.
D. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly identified and labeled “ADVERTISEMENT” at the top of the advertisement, and Executorium may, in its discretion, so label such copy.
E. Ad Accuracy
Executorium is not responsible for errors or omissions in, or the production quality of, furnished ad artwork. Advertisers is responsible for testing ad hyperlink and confirm it is point at the correct landing page.
F. Advertising Copy & Material
Advertisers and/or Agencies are required to ensure ad copy meets the proper specifications as per order. Executorium will make every attempt to notify an advertiser of an error in sizing or color, however Executorium will not be held responsible for an advertisement that does not meet the Ad Specification guidelines as outlined for such publication.
G. Errors in or Omissions of Advertisements
In the event of Executorium’s errors in or omissions of any advertisement(s), Executorium’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 Executorium for the advertisement), and Executorium shall have no liability unless the error/omission is brought to the Executorium’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, Executorium shall have no liability. In no event will Executorium have any liability for errors or omissions caused by force majeure or errors in key numbers, nor will Executorium 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.
H. Trademarks
The titles and logos of the magazines published by Executorium are registered trademarks. Neither the titles nor the logos of the magazines may be used without the express written permission of Executorium.
I. Indemnification
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. As part of the consideration to induce Executorium to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Executorium, 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 Executorium participated in the creation of an advertisement, the Executorium will indemnify Advertiser in connection with potential claims only to the extent it has agreed to do so in writing.
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 Executorium, 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 Executorium shall constitute an account stated unless written objection thereto is received by Executorium within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Executorium. The rights of Executorium shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Executorium 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.
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 Executorium, nor may Advertiser or Agency authorize any others to use any advertising space.
L. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements published may, at Executorium’s option, be republished or reused by Executorium 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 the material of others. Executorium owns the copyright in any advertisement created by Executorium and may not be otherwise used by Advertiser or third parties without Executorium’s prior written consent.
M. Advertising Rates & Billing
Except where specifically noted to the contrary, all Executorium.com advertising is continuous. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first cycle affected by such new rates. Advertising in cycles thereafter will be at the rates then prevailing.
Advertising is renewed on the first day of every cycle. Advertising is invoiced 15 days prior to the first day of every cycle.
N. Cancellation of Advertising
Advertisers will notify Executorium of cancellation of any advertising thirty (30) days in advance of the first day of the following cycle. Failure to notify Executorium of cancellation 30 days before a new cycle will result in billing for that cycle.
Cancellation of advertising revokes rights and privileges herein granted to the advertiser.
O. Terms of Sale
There is no agency commission on advertising in Executorium publications. Payment is due upon receipt/date of the invoice. Interest will be charged at a rate of 1.5% per month on past-due balances. Executorium may at its option require cash with order or change payment terms.
P. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of New Jersey applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Executorium, relating to advertising must be brought in the State of New Jersey judicial. The parties hereby consent to the jurisdiction of the courts in in the State of New Jersey in connection with actions relating to advertising.
Q. Entire Agreement
The foregoing terms and conditions shall govern the relationship between Executorium and Advertiser and/or Agency. Executorium 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 Executorium, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Executorium. Failure by Executorium to enforce any of these provisions shall not be considered a waiver of such provision.
Updated 9/1/24