TERMS AND CONDITIONS of ADVERTISING WITH PHR MEDIA LLC, publishers of Nashville Health and Wellness Magazine
The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the On line order form submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Advertiser Agreement”.
This Agreement is entered by and between PHR Media LLC and the company named as advertiser in the Insertion Order (“Advertiser”) and/or the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.
1. Invoices must be prepaid by credit card. Invoices and receipts will be sent to the billing address of the Advertiser or Agency, as applicable and as set forth in the Insertion Order. Failure by PHR Media LLC for whatever reason to send a timely invoice will not affect this.
2. Terms of Payment.
Payment is due prior to publication date of the Insertion. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by PHR Media LLC shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Advertiser Agreement, except for income taxes.
Should the advertiser have any other outstanding and overdue amounts owed to PHR Media LLC for any other service or products, amounts paid for an advertisement may be applied to such other debts, in the discretion of PHR Media LLC.
3. Payment Liability
In the case of any Agency listed on the Insertion Order, PHR Media LLC will hold Agency and Advertiser jointly and severally liable for payments. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Upon PHR Media LLC request, Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions.
4. Delivery of Advertising Materials
The Advertiser will, at its sole cost and expense, create and deliver all advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by PHR Media LLC. If the delivered Advertising Materials do not conform to PHR Media LLC’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then PHR Media LLC in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, PHR Media LLC may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.
5. Advertiser and Agency Representations and Warranties
The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency hereunder and any material to which users can link through such Ad (“Linked Content”). The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses or other similar harmful or deleterious programming routines.
6. Disclaimer of warranties
PHR Media LLC PROVIDES ITS PUBLICATIONS, WEBSITES, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. IN THE EVENT OF ANY ERROR OR MALFUNCTION IN THE DISPLAY OR DISTRIBUTION OF ANY AD, PHR Media LLC’S SOLE OBLIGATION WILL BE TO REPRINT OR REDISPLAY THE AD AS SOON AS REASONABLY PRACTICABLE. PHR Media LLC DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND EXPRESSLY EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.
7. Limitations of liability
IN NO EVENT SHALL PHR Media LLC BE LIABLE BE LIABLE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS ADVERTISER AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF PMMI WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL PHR Media LLC BE LIABLE TO THE ADVERTISER, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY PMMI UNDER THE RELEVANT INSERTION ORDER IN RELATION TO WHICH SUCH LIABILITY MAY ARISE. IN LIEU OF REFUND, PHR Media LLC SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
8. Indemnity
Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless PHR Media LLC and its affiliates, directors, officers, agents and representatives for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order.
9. Miscellaneous
This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed in accordance with the laws of the Commonwealth of Virginia. The Advertiser and PHR Media LLC agree to submit to the exclusive jurisdiction of the courts of Davidson County, Nashville, Tennessee. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
10. Cancellation
Unless otherwise agreed in writing any cancellation of the series of advertisements booked will result in full payment being due for the remainder of the series.
