Terms and Conditions

Effective Date: April 5, 2019

The following terms and conditions (“Terms and Conditions”) govern advertising published by 26 June 1945, LLC (as applicable, “Publisher”) in the Print editions and on the website of the Metro – Views on issues at the United Nations Newspaper (collectively, the “Publication”).

 

1. ADVERTISING ACCEPTANCE

 

(a) Advertising accepted by Publisher is subject to these Terms and Conditions. Submission of a written insertion order by an advertiser or agency constitutes acceptance of these Terms and Conditions and the terms and rates contained in current and future rate cards applicable to the Publication by such advertiser or agency.

 

(b) Submission of an advertisement to Publisher does not constitute a commitment by Publisher to publish the advertisement. Publisher reserves the right to edit, alter, omit, or refuse any advertising submitted for publication and to insert the word “Advertisement” where deemed appropriate.

 

(c) Publisher reserves the right to alter any advertising material in order for the material to conform to its current modular specifications.

 

(d) No terms or conditions in any insertion orders, reservation orders, blanket contracts, instructions or documents that conflict with or alter these Terms and Conditions will be binding on the Publisher unless authorized in writing by an officer of the Publisher.

 

2. MATERIALS, CONTENT RIGHTS AND REPRESENTATIONS

 

(a) Requests for advertising placement delivered as camera ready materials are due before 12 noon, two (2) business days prior to the scheduled publication date. Materials may be sent electronically. Confirmation of timely receipt of such materials will be the sole responsibility of the sender of the material, and Publisher will not be responsible for publishing materials received after the deadline.

 

(b) On request, Publisher may assist advertiser with creative services in preparing its advertisements for publication, including but not limited to assistance with design, composition, text and artwork; provided however, that Publisher will not assume any obligation to perform a legal review of such advertisements, and advertiser hereby agrees that it shall retain sole responsible for the content of the advertisements including compliance with any laws regulating such advertisement.

 

(c) Advertiser agrees to accept the Publisher’s electronic tear sheet as proof of publication and services rendered for all ads that run in the Publication.

 

(d) Advertiser and agency jointly and severally represent and warrant that each advertisement submitted by it for publication in the Publication, including but not limited to those for which Publisher has provided creative services, contains no copy, illustrations, photographs, text or other content or subject matter that violate any law or infringe any right of any party. As part of the consideration and to induce Publisher to publish such advertisement, agency and advertiser jointly and severally shall indemnity and hold harmless Publisher from and against any loss, liability damages and related expenses including attorneys’ fees (collectively, “Losses”) arising from publication of such advertisements in all editions and formats of the Publication, including, but not limited to, (i) claims of invasion of privacy, violation of privacy or publicity, trademark infringement, copyright infringement, libel, misrepresentation, false advertising, or any other claims against Publisher (collectively, “Claims”), or (ii) the failure of such advertisement to be in compliance and conformity with any and all laws, orders, ordinances and statutes of the United States or any of the states or subdivisions thereof.

 

3. PAYMENT

 

(a) Payment in advance is required of all advertisers unless credit is approved by publisher.

 

(b) Agency and advertiser are jointly and severally liable for the payment of all invoices arising from placement of advertising in the Publication and for all costs of collection of late payment.

 

(c) Accounts are due and payable upon billing, and become past due on the 10th day following statement date. A service charge of 1.5% per month will be assessed on past due balances, and a 50 cent minimum shall apply.

 

(d) Publisher reserves the right to cancel any contract and/or alter terms of payment in the event that, (i) any bill is not paid when due, (ii) the advertiser or agency becomes insolvent, makes an assignment for the benefit of creditors, is adjudged a bankrupt, a receiver of the property or business of the advertiser or advertising agency is appointed, or if the advertiser or advertising agency shall file a petition seeking relief as a debtor under the federal bankruptcy act, or if a petition is filed against the advertiser or advertising agency for reorganization under said act, or for adjudication of bankruptcy, or (iii) for any other breach of these Terms and Conditions.

 

(e) If an account is placed with a collection agency or attorney for collection, all commissions and discounts will be rescinded or become null and void and the full advertising rate shall apply.

 

(f) Advertiser shall pay all international, federal, state and local taxes on the printing of advertising materials and on the sale of ad space, and any taxes levied against advertising shall be added to the advertising charges, including but not limited to any sales taxes.

 

4. POSITION REQUESTS

 

(a) Unless otherwise accepted by Publisher as an approved premium position advertisement, advertising orders with position stipulations, special clauses, page specifications or that direct insertion of advertisements in a specific position, will be treated as requests only, and the parties agree that such requests will not be legally binding upon the Publisher. Publisher will not consider any objections to positioning of an advertisement later than 3 months after the date such advertisement is published.

 

(b) In the event advertiser has paid a premium for a special request or particular position, advertiser’s sole remedy for Publishers failure to publish in accordance with such request shall be limited to the refund of such premium amount to advertiser.

 

5. CANCELLATIONS; TERMINATION AND CHANGES

 

(a) Publisher expressly reserves the right to reject or cancel for any reason at any time any insertion order or advertisement without liability, even if previously accepted. In the event of cancellation for default in the payment of bills, charges for all advertising published as of the cancellation date shall become immediately due and payable.

 

(b) All changes and cancellations orders must be in writing and be acknowledged by Publisher. Advertisers may not cancel orders for, or make changes in, advertising after the applicable cancellation date has past. Publisher will publish advertisements and bill Advertiser for all advertising orders that are not canceled prior to the deadline. In the event Publisher accepts cancellation after any of the foregoing deadlines, such acceptance must be in writing, and such cancellation may be subject to additional charges at Publisher’s discretion. ROP Advertisements Cancellation Date. All cancellation orders for ROP Advertisements must be received by 12:00 PM on the date (7) business days prior to the scheduled publication date (the “ROP Cancellation Date”).

 

Anchor (c) In the event that a cancellation results in an advertiser’s agreed-upon contracted dollar amount or advertising frequency level not being achieved, the advertiser or agency will be invoiced a charge for the short rate (the retroactive application of the higher rate earned).

 

6. PUBLISHER LIABILITY

 

(a) Publisher is not be liable for failure or delay in printing, publishing or circulating any copies of the Publication in which advertising is placed that is caused by, or arising from, an act of God, accident, strike, terrorism, labor disputes, government action, war, fire, breakdown of equipment, or any other occurrence beyond Publisher’s control.

 

(b) Publisher’s liability for errors or omissions in advertisements or advertising inserts shall be limited to the cost of advertising space affected by the error. Publisher’s liability for failure to publish any advertisement or distribute any advertising insert shall be limited to a refund of any amount paid to Publisher for such advertisement or insert. In order to pursue a claim for adjustment, the advertiser or agency agrees to provide Publisher with details of all disputes utilizing the newspaper reference number printed on the invoice and forward it with their payment within 30 days of the invoice date. Notwithstanding the foregoing, Publisher shall have no liability for, and no credit shall be issued to advertiser for errors that do not materially affect the value of the advertisement or advertising insert or where advertiser is responsible for the error or omission. Credits for errors in advertisements or advertising inserts materially affected by the error are considered for the first publication or distribution only. In no event shall Publisher be liable for any indirect, consequential, special or incidental damages, including, but not limited to, lost income or profits.

 

(c) Publisher is not responsible for errors involving orders, cancellations or corrections that are not given in writing.

 

7. RATE CHANGES AND CIRCULATION

 

The conditions of advertising in the Publication are subject to change without notice, and Publisher reserves the right to revise its advertising rates at any time. Publisher will announce advertising rate changes thirty (30) days in advance to contract advertisers.

 

Publisher does not guarantee any level of circulation, past, present or future to advertisers.

 

8. ASSIGNMENT

 

This Agreement and the rights and obligations hereunder are personal to Advertiser and may not be assigned by any act of Advertiser or by operation of law, change of control of Advertiser or otherwise without the prior written consent of Publisher, to be granted or not granted in Publisher’s sole and absolute discretion. Advertiser may not assign to, nor utilize for the benefit of another person or entity, any of the lineage required to be purchased by Advertiser without Publisher’s prior written consent, to be granted or not granted in Publisher’s sole and absolute discretion.

 

9. GENERAL

 

(a) Advertiser agrees that no representations of any kind have been made to advertiser by Publisher or its employees and agents and that no agreement or understanding has been made outside of these Terms and Conditions.

 

(b) Notwithstanding anything to the contrary herein, under no circumstances shall Publisher be liable to advertiser or agency for any consequential, punitive, incidental or special damages, and in no event will the aggregate liability of Publisher to advertiser, agency or any third party arising out of or in connection with this agreement exceed the total cost of the advertising space giving rise to such liability.

 

(c) In the event Publisher provides contest or sweepstakes, management services, email design or distribution, product sampling or distribution services, or other promotional services in connection with advertisements placed in the Publication, agency and advertiser jointly and severally represent and warrant that any materials, products (including, but not limited to, prizes) or services provided by or on behalf of agency or advertiser will not result in any claim against Publisher. As part of the consideration and to induce Publisher to provide such services, agency and advertiser jointly and severally shall indemnify and hold harmless Publisher from and against any Losses arising from such materials, products or services, including, but not limited to, those arising from any Claims.

 

(d) Publisher’s acceptance of an advertisement for publication in the Publication does not constitute an endorsement of the product or service advertised. No advertiser or agency may use the Publisher’s or the Publication’s name or logo without Publisher’s prior express written permission for each such use.

 

(e) These Terms & Conditions constitute an agreement made in, and to be construed in accordance with the laws of, the State of New York without regard to its conflict of law provisions. By using signing the insertion order, you consent to the exclusive jurisdiction of the state and federal courts in New York County, New York, in all disputes arising out of or relating to these Terms & Conditions.