Advertising Agreement Contract & Regulations
2015–2020 LESTER COMMUNICATIONS INC. & LESTER PUBLICATIONS, LLC (herein referred to as Lester) ADVERTISING RATE CARDS AD COPY AND CONTRACT TERMS AND CONDITIONS
Upon signing an advertising agreement for any publication produced by Lester, the advertiser and/or advertising agency agrees to the following:
A. Lester’s Right To Reject, Cancel or Terminate Orders
Lester and/or its Association Partner 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. In the event of such cancellation or rejection by Lester, advertising already run shall be paid for at the rate that would apply if the entire order were published and no short rate will apply.
Lester, 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 Lester terminate its relationship with Advertiser and/or Agency, all charges incurred together with short-rate charges shall be immediately due and payable.
B. Advertiser’s Failure to Run Advertising/Short-Rate
All agreements for advertising frequency discounts require that the specified number of advertisements be published within a specified period and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have published and paid for the specified number of advertisements, or if at any time Lester in its reasonable judgment determines that Advertiser is not likely to publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse Lester for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually published and paid for) within 30 days of invoice therefore and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Lester in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program. Rebates (for any earned advertising frequency discount adjustments for advertising run in excess of specified schedule) will only be earned if all advertising is paid for by the due date. Rebates must be used by the Advertiser within six months after the end of the period in which they were earned. Unused rebates will expire six months after the end of the period in which they were earned.
C. Restrictions on Advertiser’s Cancellation of Advertising Orders
Orders for cover positions including the inside front, inside back or outside back are non-cancelable. Options on cover positions must be exercised at least 45 days prior to material/space closing date. If an order is not received by such date, the cover option automatically lapses. Orders for all inside advertising are non-cancelable less than 15 days prior to closing date. Orders for furnished inserts are non-cancelable 15 days prior to the closing date. Orders for all Lester-produced inserts are non-cancelable without the written agreement of Lester If, however, Lester agrees to cancel an existing order, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, including design, paper and/or printing.
D. Advertising Positioning at Lester’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 Lester’s sole discretion.
E. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly identified and labeled “ADVERTISEMENT” at the top of the advertisement, and Lester may, in its discretion, so label such copy.
An accurate facsimile of any furnished insert may be required for review prior to the printing of the insert. Lester is not responsible for errors or omissions in, or the production quality of, furnished inserts. Advertiser and/or Agency shall be responsible for any additional charges incurred by Lester arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to Lester’s specifications. In the event that Lester is unable to publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall remain liable for the space cost of such insert.
G. Advertising Copy & Material Deadlines
An Advertiser and/or its Agency agree to submit all copy materials to Lester no later than the material deadline as outlined within the Editorial Calendar for which edition they have ordered. Failure to do so may result in, at Lester’s discretion, refusal to run copy in said issue. If failure to submit copy by material deadline, the Advertisers and/or Agency agrees to submit payment for the total cost of the advertising space as ordered. Advertisers and/or Agencies are required to ensure ad copy meets the proper specifications as per order. Lester will make every attempt to notify an advertiser of an error in sizing or colour, however Lester will not be held responsible for an advertisement that does not meet the Ad Specification guidelines as outlined for such publication. Advertisements submitted in Colour for which Black & White was ordered will be gray-scaled by Lester Communications Inc. Advertisers who submit a Black & White advertisement for an order which consists of colour advertising, will result in the Advertiser and/or Agency paying for such space as ordered and invoiced.
H. Errors in or Omissions of Advertisements
In the event of Lester’s errors in or omissions of any advertisement(s), Lester’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 Lester for the advertisement), and Lester shall have no liability unless the error/omission is brought to the Lester’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, Lester shall have no liability. In no event will Lester have any liability for errors or omissions caused by force majeure or errors in key numbers, nor will Lester 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.
The titles and logos of the magazines published by Lester are registered trademarks. Neither the titles nor the logos of the magazines may be used without the express written permission of Lester and/or its Association Partner.
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. (Advertiser understands that the national edition of Lester’s magazine is distributed primarily in North America, with incidental distribution throughout the world.) As part of the consideration to induce Lester to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Lester, 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 Lester participated in the creation of an advertisement, the Lester will indemnify Advertiser in connection with potential claims only to the extent it has agreed to do so in writing.
K. 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 Lester, 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 Lester shall constitute an account stated unless written objection thereto is received by Lester within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Lester. The rights of Lester shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Lester 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.
L. 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 Lester, nor may Advertiser or Agency authorize any others to use any advertising space.
M. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements published may, at Lester’s option, be republished or reused by Lester 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 material of others. The copyright in any advertisement created by Lester is owned by Lester and may not be otherwise used by Advertiser or third parties without Lester’s prior written consent.
N. Advertising Rates
Rates contained in advertising orders that vary from the rates listed herein shall not be binding on Lester and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective with the December 2013 issue. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Advertising in issues thereafter will be at the rates then prevailing.
O. Rate Base Readership Guarantees
Rate base readership guarantees are determined through annual surveys conducted by Lester on behalf of its Association Partner and are completed by publication recipients.
P. Terms of Sale
There is no agency commission on advertising in Lester 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. Lester may at its option require cash with order or change payment terms.
Q. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the Province of Manitoba applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Lester, relating to advertising must be brought in the provincial courts in Winnipeg, Manitoba. The parties hereby consent to the jurisdiction of the provincial courts in Winnipeg, Manitoba in connection with actions relating to advertising.
R. Entire Agreement
The foregoing terms and conditions shall govern the relationship between Lester and Advertiser and/or Agency. Lester 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 Lester, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Lester. Failure by Lester to enforce any of these provisions shall not be considered a waiver of such provision.