ADVERTISING AND DIGITAL SERVICES
TERMS AND CONDITIONS
Acceptance of all advertising orders and the provision of digital services by Chicago Sun-Times, Chicago Reader, Digital 312 and/or STM Custom Studios (collectively, “us” and “Company”, and which for purposes of these Terms and Conditions, shall include their respective parent(s), subsidiaries, agents and affiliates) is expressly conditioned on and subject to the following terms and conditions:
- Ad Submission
All advertising in our publications, on our websites and/or on our mobile apps is subject to our standards of acceptance, as well as our credit and billing policies and general procedures. Submission of an ad does not constitute acceptance of the submitted material, nor agreement to publish by us.
Company reserves the right to limit the amount of advertising, to edit, revise, alter, cancel or reject any advertising copy at any time in its sole discretion without notice or liability to Advertiser. All advertisements are subject to Company’s rules and regulations as to the contents of advertising and space limitations. Company will not be liable for failure to furnish ad space or to publish an advertisement.
Advertiser agrees to furnish all finalized advertising copy in a ready-to-publish form to Company by the deadline and in the file formats required by Company, unless such advertising copy is being produced by Company for Advertiser. Company is not required to return advertising copy to Advertiser or otherwise retain advertising copy, and will not be liable for its failure to do so. If Company produces advertising for Advertiser, each creative change to such advertising requested by Advertiser shall incur a $50 cost per request.
Unless otherwise expressly stated in an applicable order, page, position, and/or color for advertisements will be selected by Company. Company does not guarantee page, position or color, but will accept Advertiser’s request. Guaranteed page, position and/or color can be purchased at additional expense. Company will not offer any adjustment, refund, re-insertion or other remedy because of the page, position and/or color in which an advertisement has been published, unless a guaranteed page, position or color was purchased by Advertiser.
It is the responsibility of Advertiser to check the correctness of each advertisement. Company shall not be responsible for typographical or other errors in material supplied to it. Company assumes no responsibility for the repetition of errors in advertising ordered for more than one insertion, unless notified before the printing closing time on the same day an error occurs.
- Deadlines and License
It is the responsibility of the Advertiser to review the reservation deadlines for all advertisements placed. All orders are non-cancellable after the reservation deadline. If an ad is canceled after the reservation deadline, Advertiser is still liable for the cost of that space.
Advertiser grants to Company 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 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 under an applicable order (collectively, “Advertiser Material”) in the media and via the distribution methods expressly contemplated in an applicable order. This license also includes the right for Company to include the Advertiser Material in archival retrieval systems and online. Company may modify or adapt the Advertiser Materials to the extent necessary to transmit, display or distribute it over computer networks and in various media and/or make changes to Advertiser Materials to the extent necessary and to confirm and adapt the Advertiser Materials to any requirements or limitations of any networks, devices, services or media.
- Rates, Payment and Taxes
Advertising rates, quoted or published, are subject to change at any time without notice. Rates set forth in an applicable order shall only apply if such order is performed by Advertiser according to its terms. Upon expiration of an applicable order, the rates of such expired order shall apply until a new order is executed by Advertiser and Company.
Payment is due when an order is placed unless credit has been approved in advance by Company, 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.). Checks and credit cards (Visa, MasterCard, American Express and Discover) are accepted. In the event of a failure by Advertiser to pay all amounts owed, Company is entitled to cancel Advertiser’s placement, or Company may suspend advertising until all Advertiser payment obligations are satisfied.
Company reserves the right to cancel any agreement, placement or order in the event Advertiser becomes insolvent, makes an assignment for the benefit of creditors, files a petition seeking relief as a debtor under the federal bankruptcy act or if a petition for reorganization is filed against the Advertiser.
In the event that any federal, state or local taxes are imposed on the printing of advertising material, or on the sale of advertising space, such taxes will be paid by the Advertiser.
- Advertising Agencies.
Advertising agencies making advertisement placements or digital services orders for or on behalf of Advertisers agree that the failure of their client to perform its obligations will not excuse the advertising agency’s performance or delivery obligations; and that the Agency and Advertiser shall be jointly and severally liable for payment and for compliance. Each Advertising Agency represents and warrants that it is authorized to act on behalf of the Advertiser and to bind Advertiser to these Terms and Conditions.
- Digital Services.
All selected digital services must be specified in an order. Advertiser may order additional digital services from time to time by executing additional orders.
The term of any order for digital services shall begin and become effective as of the sign-up date and shall continue for a period of 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 contract term for a determined time period. All set-up fees (or similar one-time payment depending on the digital services selected by you) shall be paid at the time of sign-up and are non-refundable. All fees for digital services must be paid in advance.
In the event you choose to terminate your order for digital services prior to completion of the term, you agree 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. In the event collection proves necessary, you agree to pay all fees (including all attorney’s fees and court costs) incurred by that process.
- Advertisers Representations.
Advertiser represents and warrants to Company that the advertisements 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, that misrepresents 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 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; and (iv) infringe any party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or that contains or constitutes any spam, scam, or unsolicited promotional information or involves the sale or offer of anything illegal. Advertiser further represents and warrants that Advertiser has obtained all necessary licenses, permissions and releases to permit Company to display advertisements without obligation to any third party.
Advertiser and, if applicable, its advertising agency assume liability, jointly and severally, for all content (including text and illustrations) of advertisements provided by Advertiser or its advertising agency and also assume responsibility for any claims arising therefrom made against Company. Advertiser and if applicable, its advertising agency agree, jointly and severally, to indemnify and hold harmless Company, its parent(s), subsidiaries, affiliate companies, and each of their employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising in any way from the publication of Advertiser’s advertisement, including, without limitation, claims for false advertising, unfair competition, intellectual property infringement, violation of rights of privacy or publicity, libel or defamation. Advertiser agrees that any review, approval or input from Company on an advertisement will not void or nullify Advertiser’s indemnification obligations.
EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ORDER, COMPANY 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 COMPANY AND/OR ITS VENDORS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” COMPANY AND ITS VENDORS SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF, OR IN CONNECTION WITH, ANY ADVERTISER MATERIALS OR OTHER MATERIAL DISPLAYED IN ON COMPANY’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON COMPANY’S WEBSITE(S). COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON COMPANY’S WEBSITE(S) WITHOUT INTERRUPTION OR ERROR.
- Limitation of Liability.
In no event will Company be liable to Advertiser for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever incurred by Advertiser, including, without limitation, any damages related to any act, omission, failure to publish, mistake and/or error in the printing or publishing of any advertisement.
Company will not be bound by any special clauses relating to legal liability, circulation guarantees, results guarantees, or that conflict with its policies, unless Company specifically agrees in writing.
- Force Majeure.
Any delay in or failure of performance by Company will not be considered a breach of an applicable order or theses Terms and Conditions and will be excused to the extent caused by any occurrence beyond the reasonable control of Company, including, but not limited to, public emergency or necessity, restrictions imposed by law, acts of God, war, riot, strikes, power outages, or failures of the Internet.
- Governing Law.
Any applicable orders, and these Terms and Conditions 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 either 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 each party shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding. Each party irrevocably waives any objection it may have now or any time in the future to this choice of venue and further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inappropriate forum.