CHICAGO SUN-TIMES MEDIA, INC. 

ADVERTISING TERMS AND CONDITIONS 

The following Terms and Conditions shall apply to, and are expressly incorporated into, any Agreement between Publisher and Advertiser regarding the submission of print and digital Advertisements, including but not limited to Media Insertion Orders or Trade Agreements (collectively, “Advertisement Orders”) and, where applicable, the performance of any related Advertiser Commitments. 

For purposes of this Agreement, Publisher shall include Chicago Sun-Times Media, Inc., as well as its respective parent(s), subsidiaries, and affiliates. 

All terms and conditions of this Agreement are confidential and cannot be shared without written consent from Publisher. 

1. Advertisement Submission and Publication

All advertising submitted by Advertiser for publication by Publisher, including but not limited to in Publisher’s publications, websites, mobile apps, newsletters, podcasts and/or other products or communications (“Advertisement”), is subject to Publisher’s standards of acceptance, as well as its credit and billing policies and general procedures. Submission of an Advertisement does not constitute acceptance of the submitted material, nor agreement to publish by Publisher. 

Publisher reserves the right to limit the amount of advertising, and to edit, revise, alter, cancel, or reject any Advertisement, at any time in its sole discretion without notice or liability. All Advertisements are subject to Publisher’s rules and regulations as to the content of advertising and space limitations. Publisher will not be liable for failure to furnish Advertisement space or to publish an Advertisement. 

Advertiser agrees to furnish all finalized advertising copy in a ready-to-publish form to Publisher by the deadline and in the file formats required by Publisher, unless such Advertisement is being produced by Publisher for Advertiser. Publisher is not required to return Advertisement copy to Advertiser or otherwise retain Advertisement copy, and will not be liable for its failure to do so. 

Unless otherwise expressly stated in an applicable Advertisement Order, all size, page, position, color and/or targeting for Advertisements will be selected by Publisher. Publisher does not guarantee size, page, position, color, and/or targeting, but will accept Advertiser’s reasonable requests. Advertisement size, page, position, color, and/or targeting is subject to change, based on availability. Guaranteed size, page, position, color, and/or targeting can be purchased at additional expense. Publisher will not offer any adjustment, refund, re-insertion, or other remedy because of the size, page, position, color, and/or targeting of a published Advertisement, unless a guaranteed size, page, position, color and/or targeting was purchased by Advertiser. 

Any request by Advertiser to change Advertisement dates contained in an Advertisement Order require Publisher approval. 

It is the responsibility of Advertiser to check the correctness of each Advertisement. Publisher shall not be responsible for typographical or other errors in material supplied to it. Publisher assumes no responsibility for the repetition of errors in any Advertisement, unless notified before the applicable reservation deadline for any additional related Advertisements. 

2. Deadlines and License

It is the responsibility of Advertiser to review the reservation deadlines for all Advertisement Orders placed. All Advertisements are non-cancellable after the reservation deadline. In the event Advertiser cancels a reserved Advertisement after the applicable deadline, Advertiser will be charged a cancellation fee of 50% of the cost of the reserved Advertisement. 

Advertiser grants to Publisher a worldwide, non-exclusive, royalty-free license (with the right to sublicense to its vendors solely to the extent necessary to fulfill the purposes of an applicable Advertisement Order) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute any and all drawings, designs, photos, artwork, likenesses, names, logos, pictures, slogans, text, audio, video, or other content furnished by or on behalf of Advertiser (collectively, “Advertiser Materials”) in the media and via the distribution methods expressly contemplated in an applicable Advertisement Order. This license also includes the right for Publisher to include Advertiser Materials in archival retrieval systems and online. Publisher may modify or adapt Advertiser Materials to the extent necessary to transmit, display, or distribute them over computer networks and in various media and/or make changes to Advertiser Materials to the extent necessary and to conform and adapt Advertiser Materials to any requirements or limitations of any networks, devices, services, or media. 

3. Rates, Payment and Taxes

Quoted or published advertising rates are subject to change at any time without notice. Rates set forth in an applicable Advertisement Order shall apply only if Advertiser complies with all terms in the Agreement. Upon expiration of an applicable Advertisement Order, the rates of such expired order shall apply until a new Advertisement Order is executed by Advertiser and Publisher. 

Payment is due when an Advertisement Order is placed unless credit has been approved in advance by Publisher, in which case payment is due fifteen (15) days net of invoice. Pre-payment may be required in certain circumstances (legal notices, classifieds, digital services, etc.). In the event Advertiser becomes insolvent, makes an assignment for the benefit of creditors, files a petition seeking relief as a debtor under federal bankruptcy law, or if a petition for reorganization is filed against Advertiser, Publisher reserves the right to cancel any Advertisement Order. 

In the event that any federal, state, or local taxes are imposed on the publication of Advertisement material, or on the sale of Advertisement space, such taxes will be paid by Advertiser.

In the event collection proves necessary, Advertiser and, if applicable, its advertising agency agrees to pay all fees (including all attorneys’ fees, court costs, and similar expenses) incurred by Publisher throughout that process. 

4. Advertising Agencies

Advertising agencies submitting Advertisement Orders or making related placements for or on behalf of an Advertiser agree that the failure of Advertiser to perform its obligations will not excuse the advertising agency’s performance or delivery obligations, and further that the advertising agency and Advertiser shall be jointly and severally liable for payment and compliance. Each advertising agency represents and warrants that it is authorized to act on behalf of Advertiser and to bind Advertiser to this Agreement. 

5. Digital Services

All selected digital Advertisements and any related digital services must be specified in an Advertisement Order. Advertiser may order additional digital services from time to time by executing additional orders. 

The term of any Advertisement Order for digital services shall begin and become effective as of the sign-up date and unless otherwise agreed-to shall continue for a period of thirty (30) days, renewing at the end of each 30-day period for a successive 30-day term unless either party provides 30-day written notice of its intention not to renew or if both parties agree to enter a new Advertisement Order term for a determined time period. All set-up fees (or similar one-time payment depending on the digital services selected by Advertiser) shall be paid at the time the Advertisement Order is executed and are non-refundable. 

In the event Advertiser chooses to terminate an Advertisement Order for digital services prior to completion of the term, Advertiser agrees to pay an early termination fee equal to the greater of 50% of any remaining amount to be paid or one (1) full month’s fee. 

6. Advertiser Representations

Advertiser and, if applicable, its advertising agency, represents and warrants to Publisher that Advertisements submitted, and fulfillment of any Advertiser Commitments pursuant to a Trade Agreement, will not (i) be fraudulent, false, inaccurate or misleading, damaging, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, hateful, or invasive of another’s privacy, or misrepresent Advertiser or any other person in any way; (ii) discriminate on the grounds of race, religion, national origin, gender, disability, age, marital status, sexual orientation, familial status, color, ancestry, source of income, housing status, or veteran or military discharge status; (iii) violate any law, statute, ordinance, or regulation, including the Fair Housing Act, the Housing for Older Persons Act and any related HUD regulations; (iv) infringe any party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy; (v) contain or constitute any spam, scam, or unsolicited promotional information or involve the sale or offer of anything illegal; or (vi) cause any property damage or personal injury of any kind. Advertiser and, if applicable, its advertising agency, further represents and warrants that it has obtained all necessary licenses, permissions, and releases to permit Publisher to display Advertisements, and for Advertiser to fulfill any Advertiser Commitments pursuant to a Trade Agreement, without obligation to any third party. 

7. Liability and Indemnification

Advertiser and, if applicable, its advertising agency, assumes liability, jointly and severally, for all content (including text and illustrations) of Advertisements provided by Advertiser or its advertising agency, or the fulfillment of any Advertiser Commitments pursuant to a Trade Agreement, and also assumes responsibility for any claims arising therefrom made against Publisher, its respective parent(s), subsidiaries, and affiliates, and each of their officers, employees, and agents. 

Advertiser and, if applicable, its advertising agency, agrees, jointly and severally, to indemnify, defend, and hold harmless Publisher, its parent(s), subsidiaries, and affiliates, as well as each of their officers, employees, and agents, from any and all damages, liabilities, loss, and expenses (including all attorneys’ fees, court costs, and similar expenses) arising in any way from the publication of an Advertisement, or the fulfillment of any Advertiser Commitment pursuant to a Trade Agreement, including, without limitation, claims for false advertising, unfair competition, unfair trade practices, intellectual property infringement, plagiarism, violation of rights of privacy or publicity, libel or defamation, or property damage or personal injury of any kind. Advertiser and, if applicable, its advertising agency, agrees that any review, approval, or input from Publisher with respect to an Advertisement, or the fulfillment of any Advertiser Commitment pursuant to a Trade Agreement, will not affect, impact, void, or nullify these indemnification obligations. 

8. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ADVERTISEMENT ORDER, PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY GUARANTEE OF SPECIFIC RESULTS, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL SERVICES PROVIDED BY PUBLISHER AND/OR ITS VENDORS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” PUBLISHER DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENTS, SERVICES, OR OTHER MATERIAL WILL BE PUBLISHED WITHOUT INTERRUPTION OR ERROR. 

9. Limitation of Liability

IN NO EVENT WILL PUBLISHER OR ITS PARENT(S), SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO ADVERTISER AND, IF APPLICABLE, ITS ADVERTISING AGENCY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED AND ARISING OUT OF THIS AGREEMENT. 

Publisher will not be bound by any special clauses relating to legal liability, circulation guarantees, results guarantees, or that otherwise conflict with its policies or this Agreement, unless Publisher specifically agrees in writing.

10. Force Majeure

Any delay in or failure of performance by Publisher will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of Publisher, including, but not limited to, public emergency or necessity, restrictions imposed by law, acts of God, war, riot, strikes, power outages, or internet failures.

11. Governing Law

This Agreement and any disputes arising from the relationship between Publisher and Advertiser and, if applicable, its advertising agency will be governed by and construed, interpreted, and enforced, and its validity and enforceability determined, strictly in accordance with the laws of the State of Illinois without applying its conflicts of laws principles. Any and all lawsuits, legal actions, or proceedings against any party arising out of this Agreement will be brought in Illinois state court located in Cook County, Illinois or the federal court of competent jurisdiction sitting in Cook County, Illinois, and all parties shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action, or proceeding. All parties irrevocably waive any objection they may have now or any time in the future to this choice of venue and further waive any claim that any suit, legal action, or proceeding brought in any such court has been brought in an inappropriate forum.