Contract Regulations
General Terms and Conditions (US Only).
The following are certain terms and conditions governing all advertising, either directly or through an agent, in the print and digital editions of TEXAS MONTHLY (the “Magazine”), websites and mobile sites, email campaigns, podcasts, any other applications, and any other services published and/or owned, licensed or operated by or on behalf of TEXAS MONTHLY LLC (“Publisher”), and through Publisher or any third party website, application and/or any other platform or service (including, but not limited to, Facebook, YouTube, etc) (collectively, “Advertising”). Submission of an insertion order for placement of Advertising constitutes acceptance of the following terms and conditions. These terms and conditions may be modified from time to time by Publisher and additional placement of Advertising will constitute advertiser’s (and, if applicable, agency’s) agreement to any such modifications.
AGENCY COMMISSION and PAYMENT Agency and advertiser are jointly and severally liable for the payment of all invoices arising from placement of Advertising and for all costs of collection of late payment. Agency commission (or equivalent): fifteen percent (15%) of gross Advertising space charges, payable only to Publisher-recognized agents. For all Advertising not placed through a Publisher-recognized agent, payments at rate card rates must be received no later than the issue Closing Date. No agency commission is payable, and Publisher will not grant any discounts, on production charges or event charges. Any discounts received by advertiser on ad space charges may not be applied to production charges.
BILLING Invoices shall be sent, at Publisher’s option, to the agency or the advertiser. Payment in U.S. dollars, including any applicable tax, due within 30 days of invoice at the location specified by Publisher in the invoice. Invoices are binding upon advertiser and/or advertising agency unless Publisher receives written notice within such 30-day period of any invoice dispute, with a detailed description of the basis for the dispute. Advertiser shall pay all taxes payable in connection with the printing of Advertising materials and the sale of ad space. Publisher will announce ad rate changes at least 30 days prior to the Closing Date of the print issue in which the new rates take effect. Orders for subsequent print issues will be accepted at the then-prevailing rates.
FREQUENCY Texas Monthly is published each month and is on sale the last week of the month prior to issue date. The Magazine is mailed to subscribers the third week of the month prior to issue date.
CLOSING DATE with respect to the Magazine is the Ad Close Date for each issue which is set out in the annual production schedule supplied by Publisher. When the normal Closing Date falls on a Saturday, Sunday, or nonbusiness day, a Magazine issue closes the preceding business day.
SPACE ORDERS Due in writing on or before the closing date.
CREDIT Publisher will determine a credit limit for your spend that it may revoke or revisit at any time.
PAST DUE All accounts not paid in full within 30 days of date of invoice are subject to a late charge equal to the lesser of 1.5% per month or the maximum lawful rate, without prejudice to any other Publisher remedies.
COLLECTION In the event advertiser and/or advertising agency defaults in payment of invoices, such invoices may be turned over for collection by Publisher, and advertiser and/or advertising agency shall be solely liable for all associated legal and collection fees and sums incurred by Publisher as a result of same, including in connection with any suit or other judicial proceeding. Commissions are not payable in respect of any amounts recovered after an account has been turned over to collection.
CANCELLATIONS Publisher expressly reserves the right, at its absolute discretion, to reject or cancel any insertion order or advertisement at any time without liability, even if previously acknowledged, accepted and/or previously published, displayed, performed or transmitted. Publisher, at its absolute discretion, may also terminate an Advertising agreement with advertiser and/or agency for the breach of any of the terms hereof. In the event of any such rejection, cancellation or termination by Publisher, charges for all advertising published as of the rejection, cancellation or termination date, as well as amounts due for any custom content or development, shall become immediately due and payable. With respect to cancellations by you, where permitted, different advertising products carry different cancellation periods. With respect to the print and digital Magazine: (1) No cancellations, changes or new insertion orders are permitted after the Closing Date. (2) Orders for covers, bind-in-cards, and inserts may not be cancelled after the date 30 days prior to the Closing Date. (3) Cancellation of orders for special advertising units printed in the Magazine, such as booklets and gatefolds, will not be accepted after the date 60 days prior to the Closing Date. In the event Publisher accepts cancellation after any of the foregoing deadlines, such acceptance must be in writing (email acceptable). Charges for all Advertising published as of the acceptance date of such cancellation, amounts due for any custom content or development, and additional charges at Publisher’s discretion, shall become immediately due and payable. Orders for all Advertising on any third party’s platform or service and Publisher’s websites, emails, podcast and non-digital Magazine applications may not be cancelled after the date 30 days prior to the start of the Advertising campaign. In the event of any such permitted cancellation, charges for the cost of any work performed or materials purchased by Publisher on behalf of advertiser shall become immediately due and payable. TEXAS MONTHLY’S digital products including but not limited to TexasMonthly.com, email, social may not be cancelled after the date 30 days prior to the start of the advertising campaign.
FULL-RUN CIRCULATION GUARANTEE Publisher is a member of the Alliance for Audited Media (“AAM”). The following rate base guarantee is based on the AAM’s reported circulation for the Magazine averaged over each six-month AAM period, during the calendar year, in which advertising is placed. Solely with respect to full-run Advertising in the print Magazine, Publisher guarantees circulation to national advertisers by brand of advertised product or service. In the event the audited 6-month average circulation does not meet the guaranteed rate base, Publisher shall grant rebates to the advertiser in the form of ad space credit (which could be print or digital), which must be used within 6 months following the issuance of audited AAM statements for the period of shortfall. Rebate credits will be calculated based on the difference between the stated rate base at time of publication and the AAM audited 6-month average. Publisher does not guarantee circulation to any other advertisers or to any advertiser that has received a discount specifically designated as ‘Added-Value’.
MAGAZINE PRINT MATERIALS DEADLINE Run-of-book Advertising materials are due to the Production Department by the Ad Due Date for each issue which is set out in the annual production schedule supplied by Publisher. Special Advertising section materials are due by the 15th of the second month preceding issue date. When the materials due date falls on a non-business day, materials are due the preceding business day. Texas Monthly is not responsible for reproduction quality for materials received after the print materials deadline. If by the materials due date, Publisher has not received Advertising material that it, in its sole discretion, deems acceptable for publication, Publisher may either repeat the advertiser’s most recent advertisement that it has published or publish nothing, charging the advertiser and/or advertising agency for any space reserved for them.
SECOND COLORS Process Magenta, Cyan, and Yellow are standard. PMS inks also available; prices on request.
SPECIAL POSITION Advertising placement is not guaranteed. Orders specifying positions (other than those known as designated positions) in the print Magazine are considered requests, in all cases subject to availability and the right of Publisher to determine actual positions.
INSERTS Special rates apply for supplied inserts, insert cards, gatefolds, and special units in the print Magazine. Prices and availability on request.
CONTRACT YEAR Advertising must be inserted within one year of first insertion to earn a frequency discount. An advertiser who does not complete a committed schedule will be subject to standard rates. Credits earned by increasing frequency during a contract year will be applied toward future billing for space. No cash refunds will be made. Orders accepted are subject to rate change with notice by Publisher prior to the Closing Date of the applicable issue. Orders containing incorrect rates or conditions will be inserted and charged at then-applicable standard rates. Such errors will be considered non-material and clerical only.
AGENCY All Advertising is published for the benefit of advertiser and advertising agency, and each of them is jointly and severally liable for all charges payable or otherwise reimbursable to Publisher.
WAIVER No waiver by Publisher under this agreement constitutes a waiver of any other rights or remedies available to Publisher at law or in equity. No waiver by Publisher, nor any amendment of any of the terms, provisions, or conditions of this agreement, is effective unless in writing and signed by an authorized representative of Publisher.
NO ASSIGNMENT OF ADVERTISING Advertiser and advertising 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 advertising agency authorize any others to use any Advertising space.
INDEMNIFICATION IN CONSIDERATION OF PUBLISHER’S ACCEPTANCE OF ANY ADVERTISING FOR PUBLICATION, ADVERTISER AND ADVERTISING AGENCY SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD PUBLISHER AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS,HARMLESS FROM AND AGAINST ANY LOSS OR EXPENSE INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, RESULTING FROM CLAIMS OR SUITS BASED UPON THE CONTENTS OR SUBJECT MATTER OF SUCH ADVERTISING, INCLUDING WITHOUT LIMITATION CLAIMS OR SUITS ALLEGING NEGLIGENCE, GROSS NEGLIGENCE, DECEPTIVE TRADE PRACTICES, LIBEL, VIOLATION OF RIGHT OF PRIVACY, PLAGIARISM, AND INTELLECTUAL PROPERTY INFRINGEMENT.
LIMITATION OF LIABILITY PUBLISHER SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES. PUBLISHER’S LIABILITY, AND ADVERTISER’S SOLE REMEDY, FOR PUBLISHER’S FAILURE TO PUBLISH THE ADVERTISEMENT OR ANY ERROR IN THE ADVERTISING BY PUBLISHER SHALL BE LIMITED TO A CREDIT OF THE AMOUNT PAID ATTRIBUTABLE TO THE SPACE OF THE ERROR/OMISSION WHICH MUST BE USED WITHIN 6 MONTHS FOLLOWING THE DATE OF ISSUANCE (IN NO EVENT SHALL SUCH CREDIT EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER FOR THE ADVERTISEMENT), AND PUBLISHER SHALL HAVE NO LIABILITY UNLESS THE ERROR/OMISSION IS BROUGHT TO THE PUBLISHER’S ATTENTION NO LATER THAN 5 DAYS AFTER THE ADVERTISEMENT IS FIRST PUBLISHED. HOWEVER, IF A COPY OF THE ADVERTISEMENT WAS PROVIDED OR REVIEWED BY ADVERTISER, PUBLISHER SHALL HAVE NO LIABILITY. IN NO EVENT WILL PUBLISHER HAVE ANY LIABILITY FOR ERRORS IN KEY NUMBERS..
DISCLAIMER PUBLISHER DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR NONINFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH THE DISPLAY, PERFORMANCE AND TRANSMISSION OF ADVERTISEMENTS ON PUBLISHER’S PLATFORMS AND SERVICES AS WELL AS WITH RESPECT TO THIRD PARTY PLATFORMS AND SERVICES.
GOVERNING LAW This agreement shall be governed by and construed in accordance with, the laws of the State of Texas.
JURISDICTION AND VENUE Any legal action or proceeding against a party with respect to this agreement shall be brought exclusively in the federal or state courts located in Harris County, Texas; and by delivery of Advertising, advertiser and/or advertising agent irrevocably accept the jurisdiction of such courts. The advertising services offered in the rate card of which these terms and conditions are a part (this “Rate Card”) are performable in the State of Texas.
MISCELLANEOUS
1. The Chief Revenue Officer or President of Publisher will accept requests to make changes at its discretion but is not responsible for any errors in any revisions made by Publisher, nor is Publisher responsible for errors in Advertising materials supplied by the advertiser or its agent. Publisher reserves the right to make such modifications to the advertiser’s submitted files as are necessary to bring them into compliance with Publisher’s then-current specifications and is not responsible for any errors resulting from this modification.
2. All advertisements are accepted and published by Publisher upon the representation and warranty that advertiser and/or advertising agency are authorized to publish the entire contents and subject matter thereof. Advertiser additionally represents and warrants that it has the rights to (a) convert advertisements between digital formats and incorporate the advertisements into Publisher’s digital products, which may be published on an online network and in so doing, to modify, alter, and edit the advertisements as Publisher deems appropriate; (b) reproduce the advertisements for publication and distribution in the forms, manners, and media listed in subparagraph (a) above; and (c) display publicly and distribute the advertisements as incorporated into the media listed in subparagraph (a). Advertiser and/or advertising agency represent and warrant that advertiser owns all rights in and to the advertisements submitted for publication, including without limitation, copyrights, and the advertisements do not violate any applicable state or federal laws or regulations and do not infringe the intellectual property rights, or invade the privacy rights, of any person. When advertisements containing the names, pictures, and/or testimonials of persons are submitted for publication, the order or request for the publication thereof shall be deemed a representation and warranty by the advertiser and/ or advertising agency that they have obtained the written consent of any such person (or, if applicable, the consent of his administrator, executor, heirs, or assigns) for the use in the advertisement of the name, picture, and/or testimonial in each manner described in this section.
3. The terms “advertising agency” and “agency” as used herein refer to a recognized individual or group of individuals who make the media selection, handle the order, coordinate and process the space placed with Publisher under the terms of this Rate Card, furnish and prepay transportation and import charges on all printing materials submitted, furnish print materials to Publisher’s mechanical specifications, and process prompt payment, in each case, by and on behalf of advertiser.
4. Publisher shall not be liable for failure to publish or distribute all or any part of any Advertising or Magazine issue because of labor disputes, accidents, fires, acts of God, or any other circumstances beyond Publisher’s control.
5. All orders are subject to Publisher’s acceptance. Publisher reserves the right to reject or cancel any Advertising for any reason at any time, including, but not limited to, any advertisement that in the opinion of Publisher does not conform to the editorial or graphic standards of the relevant platform.
6. All advertisements must be clearly and prominently identified by a trademark and/or the signature of the advertiser. The word “Advertisement” in 9-point type or larger shall be printed at the top of advertisements that in the opinion of Publisher might be confused with editorial content.
7. This Rate Card and the terms of any written Advertising agreement between Publisher and advertiser and/or advertising agency shall constitute the entire agreement between the parties with respect to the publication of advertisements and shall supersede any and all prior written or oral agreements or understandings between the parties. All terms and conditions stated under the heading Texas Monthly in the current issue of Consumer Magazine Rates and Data, published by Standard Rate and Data Service, Inc., are incorporated by reference into this Rate Card.
8. Publisher reserves the right to cancel the agreement at any time upon default by agency or advertiser in the payment of invoices. In the event of such cancellation, charges for all Advertising shall become immediately due and payable by the agency. Furthermore, if there has been any default in the payment of a prior invoice or if, in the sole judgement of Publisher, agency’s credit becomes impaired, Publisher shall have the right to require payment for further Advertising under this agreement upon such terms as it may see fit.
9. Advertising agencies and advertisers seeking copyright protection must include their copyright notice in their advertisements.
10. No waiver or modification of any of the terms set forth in this Rate Card shall be binding on Publisher unless in writing signed by an officer of Publisher.
11. The terms and conditions of Advertising are subject to change by Publisher without notice.
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