The following terms and conditions govern all entities that place advertising (“Advertiser”), either directly or through an agent (“Agency”), in print magazines (“Magazines”), websites and mobile sites (collectively, “Websites”), email campaigns (“Email(s)”), digital magazine publications (“Digital Editions”), any other applications (collectively, together with Digital Editions, the “Apps”), and any other services (collectively, together with Magazines, Digital Editions, Websites, Emails, and Apps, the “Service”) published and/or owned, licensed or operated by or on behalf of Belleza Moda. The placement of advertising on any Service constitutes Advertiser’s (and, if applicable, Agency’s) agreement to these terms and conditions. Belleza Moda may modify these terms and conditions from time to time; additional placement of advertising will constitute Advertiser’s (and, if applicable, Agency’s) agreement to any such modifications.
A. Belleza Moda Magazine’s Right To Reject, Cancel or Terminate Orders
Belleza Moda reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising copy in connection with any Service, whether or not the same has already been acknowledged and/or previously published, displayed, performed or transmitted (collectively referred to herein as “Published” or “Publish”), including, but not limited to, for reasons relating to the content of the advertisement or any technology associated with the advertisement. In the event of such cancellation or rejection by Belleza Moda, advertising already run and to be run shall be paid for at the rate that would apply if the entire order were Published and no Short Rate (as defined below) will apply.
In addition, Belleza Moda reserves the right to (i) remove from selected copies, editions, versions, or sections of a Service advertisements containing matter that readers have deemed objectionable (ii) implement blocking technology (including, but not limited to, geo-blocking technology) in connection with a Service; and (iii) enhance, upgrade and/or otherwise modify or discontinue any Service at any time.
Belleza Moda, 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 Belleza Moda terminate its relationship with Advertiser and/or Agency, a 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, herein a “Short-Rate”) may apply and all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Belleza Moda may, in addition to its other remedies, (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with Belleza Moda on behalf of Advertiser or any other client of Agency, and/or (b) refuse to Publish any or all of Advertiser’s advertising.
B. Advertiser’s Failure to Run Advertising/Short-Rate/Merchandising Programs
All agreements for advertising frequency discounts in connection with any Service 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 Belleza Moda 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 Belleza Moda for the Short-Rate within 30 days of invoice therefor and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Belleza Moda in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program. Advertising credits (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. Advertising credits must be used by the Advertiser within six months after the end of the period in which they were earned. If any portion of such advertising credits remain unused at the expiration of the foregoing six month period, such unused advertising credits shall be expired and Belleza Moda shall not have any further obligation to Advertiser and/or Agency with respect thereto.
C. Restrictions on Advertiser’s Ability to Cancel Advertising Orders for Magazines and Digital Editions
Orders for inside or outside cover pages for Magazines and Digital Editions are non-cancelable. Options on cover positions for Magazines must be exercised at least 30 days prior to four-color closing date. If an order is not received by such date, the cover option automatically lapses. Orders for all inside advertising units for Magazines and Digital Editions are non-cancelable less than 15 days prior to closing date. Orders for furnished inserts for Magazines are non-cancelable the first day of the fourth calendar month preceding the month imprinted on the cover of the issue. Orders for all Belleza Moda -produced inserts for Magazines are non-cancelable. In any event, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, paper and/or printing.
D. Advertising Positioning at Belleza Moda’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 Belleza Moda’s sole discretion, and in no event shall such approved restrictions or specifications relate to any user generated content on Belleza Moda’s Websites, Apps and/or Emails.
E. Labeling of Advertisements
Advertisements that simulate or resemble editorial content must be clearly identified and labeled “ADVERTISEMENT” or “PROMOTION” or “SPECIAL ADVERTISING SECTION” at the top of the advertisement, and Vogue may, in its discretion, so label such copy.
An accurate copy of any furnished insert must be submitted to Belleza Moda for review prior to the printing of the insert. Belleza Moda’s review and/or approval of such copy does not release or relinquish Advertiser/Agency from its responsibilities hereunder. Belleza Moda 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 Belleza Moda arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant Belleza Moda’s specifications. In the event that Belleza Moda is unable to Publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall nevertheless remain liable for the space cost of such insert.
G. Errors in or Omissions of Advertisements
In the event of Belleza Moda’s errors in or omissions of any advertisement(s), Belleza Moda’s liability shall be limited to a credit of the amount paid attributable to the space of the error/omission (in no event shall such credit exceed the total amount paid to Belleza Moda for the advertisement), and Belleza Moda shall have no liability unless the error/omission is brought to the Belleza Moda’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, Belleza Moda shall have no liability. In no event will Belleza Moda have any liability for errors or omissions caused by force majeure or errors in key numbers. In the event of a suspension of Belleza Moda’s Service due to computer, software, or network malfunction, congestion, repair, strike, accidents, fire, flood, storms, terrorist attacks, acts of war or any other cause or contingencies or force majeure beyond the reasonable control of Belleza Moda, it is agreed that such suspension shall not invalidate any advertising agreement but a) will give Belleza Moda the option to cancel any advertising agreement, or if Belleza Moda does not do so, b) upon resumption of Belleza Moda’s Service, the agreement shall be continued and Belleza Moda will have no liability for any errors or omissions or any damages or missed impressions caused by such suspension. IN NO EVENT WILL BELLEZA MODA HAVE ANY LIABILITY FOR ANY ADVERTISING CREATIVE OR PRINTING COSTS, ADMINISTRATIVE COSTS, AND/OR 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 Service Published or used by Belleza Moda are registered trademarks and/or trademarks protected under common law. Neither the titles nor the logos may be used without the express written permission of Belleza Moda.
I. Warranties; Indemnification
J. 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 Belleza Moda, 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 Belleza Moda shall constitute an account stated unless written objection thereto is received by Belleza Moda within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Belleza Moda. The rights of Belleza Moda shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Belleza Moda 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.
K. 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 Belleza Moda, nor may Advertiser or Agency authorize any others to use any advertising space.
L. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements Published in a Belleza Moda Service, may, at Belleza Moda’s option, be republished, re-performed, retransmitted, archived or otherwise reused by Belleza Moda 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 Belleza Moda is owned by Belleza Moda and may not be otherwise used by Advertiser or third parties without Belleza Moda’s prior written consent.
M. Advertising Rates
Belleza Moda’s Magazine and Digital Edition rates contained in advertising orders that vary from Belleza Moda’s published rates shall not be binding on Belleza Moda and the advertisements ordered may be inserted and charged for at the actual schedule of Belleza Moda’s applicable published rates. Belleza Moda’s Magazine and Digital Edition rates and units of space are effective with the January 2014 issue. Announcement of any changes in such 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. Rates for Belleza Moda’s Websites, Emails and non-Digital Edition applications (i.e., Belleza Moda’s applications other than Digital Editions) contained in advertising orders that vary from the rates established by Belleza Moda for Advertiser shall not be binding on Belleza Moda and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Announcement of any changes in Belleza Moda’s rates for its Websites, Emails and/or non-Digital Edition applications will be made thirty (30) days in advance of the first advertisements affected by such new rates. Advertisements Published thereafter will be at the Belleza Moda’s applicable rates then prevailing.
N. Rate Base Guarantees
Rate base guarantees for Belleza Moda’s Magazines and Digital Editions are made on an annual twelve month average.
O. Terms of Sale
An agency commission of fifteen percent (15%) will be allowed for recognized agencies. Payment for all advertising and services is due thirty (30) days from the date of invoice. All advertising production fees (if any) shall be billed and are immediately due in full within the first month of the advertising campaign. Interest may, at Belleza Moda’s discretion, be charged at a rate of 1.5% per month on past due balances. Belleza Moda may at its option require cash in advance or otherwise change payment terms.
P. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the Ontario, Canada applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Belleza Moda relating to advertising must be brought in the state or federal courts in Toronto, Canada. The parties hereby consent to the jurisdiction of the state or federal courts in Toronto, Canada in connection with actions relating to advertising, including, but not limited to, actions to collect amounts due for advertising.
BELLEZA MODA 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 BELLEZA MODA’S SERVICES. Without limiting the generality of the foregoing, Belleza Moda disclaims all warranties and guarantees with respect to its Services, including, without limitation, warranties and/or guarantees relating to: (a) the positioning or placement of advertisements on the Services, (b) advertising results on the Services; and (c) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, etc. with respect to the Services.
R. Entire Agreement
The foregoing terms and conditions (and the Additional Terms set forth below) shall govern the relationship between Belleza Moda and Advertiser and/or Agency. Belleza Moda 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 Belleza Moda, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Belleza Moda. Failure by Belleza Moda to enforce any of these provisions shall not be considered a waiver of such provision.
ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO BELLEZA MODA WEBSITES, APPS AND EMAILS
For the purpose of clarification, the terms and conditions set forth in Sections A through R above apply to all advertisements Published in any Belleza Moda Service. In addition, the following terms and conditions set forth in Sections S through Y below (“Additional Terms”) shall apply to all advertisements Published on Belleza Moda’s Websites, Apps and Emails as provided below. To the extent the Additional Terms directly conflict with or are inconsistent with Sections A through R above, the Additional Terms shall govern with respect to Belleza Moda’s Websites, Apps and Emails.
S. Impression Guarantees and Calculations
Belleza Moda makes no guarantee or representation as to the quantity and/or quality of visits, impressions, circulation, or other usage of Belleza Moda’s Websites, Apps or Emails or of the advertisement, or as to the use of any particular tracking or information-gathering devices, unless Belleza Moda expressly agrees otherwise in writing. Advertiser and Agency acknowledge and agree that advertisements and ad impressions Published on Belleza Moda’s Websites, Apps and/or Emails may be viewed by end users located in and/or outside Canada. In addition, all impressions and/or other measurements of advertisements for Belleza Moda’s Websites, Apps and Emails shall be based solely on Belleza Moda’s calculations for its Websites, Apps and Emails. Unless otherwise agreed to in writing by Belleza Moda, Belleza Moda will bill for the advertising on Belleza Moda’s Websites based on such Websites’ own ad delivery numbers (“DFP numbers”); and, if applicable, Belleza Moda has the right to bill for advertising in Belleza Moda’s Apps and Emails based on its DFP numbers. In the event Belleza Moda and Advertiser agree in writing that certain ads will be billed based on ad delivery numbers other than the applicable Website’s (and/or Apps’ or Emails’) own DFP numbers (i.e., third party numbers), Belleza Moda will bill for such ads based on such third party numbers as long as the delivery discrepancy from third party numbers and DFP numbers is less than ten percent (10%). In the event that a difference of ten percent (10%) or more arises, both Belleza Moda and Advertiser/Agency agree to use reasonable efforts to reconcile the difference and come to a mutually agreed upon solution. If an agreement cannot be reached or if Advertiser fails to provide its third party ad delivery numbers within ten (10) business days after the end of each month of its ad campaign, Belleza Moda reserves the right to bill Agency/Advertiser at a delivery rate of ninety percent (90%) of DFP numbers. To the extent Belleza Moda fails to provide Advertiser with the number of impressions guaranteed (if applicable) on its Websites, Apps or Emails, Belleza Moda will provide as a sole remedy a make-good, by extending the order beyond the contracted advertising flight period until the remainder of the guaranteed impressions are delivered. For purposes of clarification, Advertisers that request a special billing schedule or an upfront bill will not receive refunds/adjustments in the case of under-delivery of guaranteed impressions (if applicable).
T. Errors in or Omissions of Advertisements
In the event of Belleza Moda’s errors in or omissions of any advertisement(s) on its Websites, Apps or Emails (including, but not limited to, errors or omissions involved in converting Advertiser’s ads into an App), Belleza Moda’s sole liability shall be limited to a credit of the amount paid attributable to the space of the error/omission (in no event shall such credit exceed the total amount paid to Belleza Moda for the advertisement), and Belleza Moda shall have no liability unless the error/omission is brought to the Belleza Moda’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, Belleza Moda shall Belleza Moda have any liability for errors in key numbers.
U. Restrictions on Advertiser’s Ability to Cancel Advertising Orders
Orders for all advertising units on Belleza Moda’s Websites, Emails and non-Digital Edition applications are non-cancellable less than thirty (30) days prior to the start of advertising campaign. In any event, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services.
V. Additional Advertiser Warranties; Indemnification
W. Additional Disclaimer
In addition to the disclaimers set forth in Section Q above, and without limiting the generality of the foregoing disclaimers, Belleza Moda disclaims all warranties and guarantees with respect to its Websites, Apps and Emails, including, without limitation, warranties and/or guarantees relating to: (a) the availability, uptime and delivery of any impressions and/or advertisements on any of Belleza Moda’s Websites, Apps or Emails; and (b) the quantity, quality or frequency of clicks or click-through rates of advertisements on the Websites, Apps and Emails. Advertiser acknowledges that third parties other than Belleza Moda may generate automated, fraudulent or otherwise invalid/improper impressions, conversions, inquiries, clicks or other actions on Advertiser’s advertisements displayed on Belleza Moda’s Websites, Apps or Emails. As between Advertiser and Belleza Moda, Advertiser accepts the risk of any such improper actions. Advertiser’s exclusive remedy for such suspected improper actions is for Advertiser to request a refund relating to its impacted advertisements in the form of advertising credits on the applicable Website, App or Emails within thirty (30) days from the end of the calendar month in which such advertisement is initially displayed on the applicable Website, App or Emails. Any advertising credit refunds in connection with the Advertiser’s aforementioned requests are within the sole discretion of Belleza Moda.
Advertiser and Agency understand that advertisements and/or other commercial messages sent on its behalf by Belleza Moda via Email may be governed by federal, state and local laws, rules and regulations, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any acts related thereto, and including the interpretations thereof by the FTC or other governmental authorities (collectively, the “CAN-SPAM Act”) and state “Do Not E-mail” registries. Advertiser agrees to comply with all such applicable laws, rules and regulations. Without limiting the generality of the foregoing, Advertiser shall fulfill all obligations of a “Sender” as specified in the CAN-SPAM Act, unless Belleza Moda agrees in writing to be designated as the “Sender”. In either case, Advertiser agrees to comply with Belleza Moda ‘s policies intended to comply with the CAN-SPAM Act.
Y. Data Collection
To the extent Advertiser and/or Agency collects or obtains data from any Belleza Moda owned or operated Service, whether collected or received via an advertising unit, widget, pixel tag, cookie, clear gif, HTML, web beacon, script or other data collection process, including without limitation “clickstream” or “traffic pattern” data, or data that otherwise relates to usage of the Service, user behavior, and/or analytics, Advertiser and/or Agency is subject to the then-current version of Belleza Moda’s Third Party Data Collection Policy, which is incorporated herein by reference (a copy of which is available upon request).
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