These Simpler Media Group, Inc. (“SMG”) Contract Terms and Conditions (“Terms”), together with the applicable Insertion Order (“IO” or “Order”), are an agreement (“Agreement”) between the customer identified on the IO (“Customer”) and SMG. These full Terms and Conditions can also be found at https://www.simplermedia.com/policies/contract-terms
Except as otherwise set forth in this Agreement, the terms for digital media products shall follow the IAB Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less, version 3.0, released February 2010 (“IAB Terms”), Such terms can be found in their entirety at: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf. In the event of a conflict between the terms of this Agreement and the IAB Terms, the former shall prevail.
Payment terms for all SMG invoices are Net 30 days from the invoice date, unless otherwise specified in writing on the invoice. A 1.5% per month finance charge will be assessed on all invoices over 30 days in arrears. In addition, Customer will reimburse SMG for the cost of any collection or legal service utilized by SMG to collect any amounts due hereunder. Customers more than 60 days in arrears on any SMG invoice must pay all outstanding invoices or, at SMG’s discretion, submit payment with copy before any current or future Orders will be accepted. Notwithstanding any provision in an Order or other agreement to the contrary, if Customer is an agency, both agency and principal Customer are jointly and severally liable for all payments due hereunder. SMG reserves the right to notify principal Customer regarding any overdue and unpaid invoices.
Unless otherwise noted, event sponsorship payment terms are 100% due upon signing, with all invoices due Net 30 from the invoice date or 30 calendar days prior to the event, whichever is sooner. Unless otherwise noted, payment terms for all SMG media, studio services and research services are 50% upon signing and 50% upon completion (or end of contract date as noted in the contract, whichever is first).
Customer will be short-rated if, within a 12-month period from contract sign off, Customer does not use the amount of media upon which billings have been based. Short rates will be based upon the rate earned against published rates. Rate adjustments, if any, may be made by SMG at its sole discretion.
Event sponsorships are non-cancellable and Customer assumes all risk of loss from unforeseen events and/or events outside SMG’s control. Terms and conditions for SMG’s services are not subject to modification unless agreed in writing by both parties.
By submitting an Order, Customer accepts such order is subject to these Terms and Conditions. SMG is not bound by any Order or other document that conflicts with these Terms or by any oral or written promises or representations made by its sales representatives, and no such promises or representations have been relied on by Customer in entering into this Agreement. Any discrepancy between the price or terms set forth on an Order and SMG’s quoted/proposed rate shall be deemed a clerical error, and Customer will be charged in accordance with the quoted rate.
All advertisements are accepted on Customer’s representation that utilization of the contents has been duly authorized. Customer (jointly and severally, if the Order has been submitted by an agency) will defend (with counsel reasonably acceptable to SMG), indemnify and hold harmless SMG, its members, officers, employees, and agents, from and against any losses resulting from claims, suits, actions, demands, judgments, or orders based on the contents of subject matter of Customer’s advertisement including, without limitation, allegations that such advertisements constitute libel, violation of privacy rights, plagiarism, trademark or copyright infringement.
SMG at its sole discretion may reject advertising for any reason including, without limitation, unsuitability. Advertising copy that may be mistaken by a reader as news or other non-advertising materials must be clearly marked “Advertisement”. SMG reserves the right to add the word “Advertisement” above or near any advertisement that in SMG’s sole judgment, too closely resembles editorial content.
Except for the indemnification obligations set forth in these Terms, (i) each of Customer’s and SMG’s aggregate liability under this agreement shall be limited to the amounts paid (or payable) by Customer to SMG under the Order, and (ii) neither party shall have any liability for any special, consequential, indirect, exemplary or punitive damages, regardless of whether such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
Customer may not assign this Agreement without SMG’s written consent.
This Agreement is governed by the laws of the state of California. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
In any action or arbitration arising out of or related to this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees reasonably incurred in connection with that action or arbitration.
Effective Date: 15-April-2020.