Last Modified August 15, 2022
1. Description of Service
These Boston Globe Media Partners, LLC (“BGMP”) DanAds Terms and Conditions (which, together with the IO defined in Section 2, shall be referred to as the “Agreement”, “IO”, or “Terms & Conditions”), will apply to any and all requests by a contracting entity who submits an IO (“Customer”) for advertising in BGMP’s, or its Affiliates’ publications, websites, or applications, via the advertising platform managed by DanAds International AB (“DanAds Advertising Platform”) or in any other manner as determined by BGMP in its sole discretion. These Terms and Conditions shall incorporate by reference BGMP’s Privacy Policy, which dictate’s how BGMP collects, uses, processes, maintains and shares information.
In the event that BGMP no longer utilizes the DanAds Advertising Platform and offers similar types of advertising on another platform (as determined by BGMP in its sole discretion), Customer acknowledges and agrees that Customer shall continue to be bound by the terms of this Agreement.
Except as otherwise provided in Sections 2, 3 and 4 of these Terms and Conditions, BGMP shall display the advertisement(s) beginning on the Start Date as specified in the IO and ending on the End Date as specified in the IO. BGMP shall use good faith efforts to deliver the desired number of click-throughs or impressions within the time period stated, but shall not be liable at all for failing to do so.
2. IO Rules
For each advertising request, Customer shall complete and submit to BGMP an insertion order or online order form (both of which are referred to as an “IO”). Upon mutual written consent and approval (which may occur via email), the parties may make changes to the non- financial details of an advertising campaign previously set forth in an executed IO (e.g., changes to the placement description, creative unit, start/end dates and number of ad requests). No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such IOs, including without limitation those contained on or accompanying checks or other forms of payment, will be binding on BGMP, whether in conflict with or in addition to these Terms and Conditions. Unless explicitly stated otherwise, any IO’s with quote rates which vary from the rates offered by BGMP will not be binding on BGMP, and will be deemed requests for advertising at BGMP’s then-current rates unless signed by both parties. IO’s are binding on Customer and not subject to cancellation, except as provided below under Section 6. Customer will use the BGMP services in accordance with applicable law and in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by BGMP in its sole discretion. Each IO shall specify the types and amount of inventory to be delivered (e.g. impressions, clicks, or other desired actions as the “Deliverables”), the price and payment method for such Deliverables, the maximum amount of money to be spent pursuant to the IO (if applicable), and the start and end date of the campaign, if applicable. If there is no such specificity, the IO shall stipulate the technical mechanism by which parties shall agree such details from transaction to transaction during the lifetime of the contract, save that (i) references in the Agreement to an “impression” mean each instance in which an ad is served and displayed, whether or not it is seen or clicked on; and (ii) references to a “click” or “click- through” mean each act of a user clicking on an ad, regardless of whether the user arrives at the Customer’s destination.
BGMP adheres to standard IAB/AAAA’s v3 Terms & Conditions, except as set out herein. In the event of conflict between an IO, these Standard Terms & Conditions and the IAB Terms and Conditions, the terms of the IO shall govern. For IOs entered into directly between Customer and BGMP, all references to “Agency” in the IAB Terms and these Standard Terms and Conditions shall refer to the Customer and Sections X.c and XII.h of the IAB Terms shall not apply.
3. Advertisements
3.1 BGMP reserves the right, without liability, to reject, remove and/or cancel any ads for any reason whatsoever, including rejecting, removing, and/or canceling ads which contain content or links which do not meet BGMP’s advertising specifications, at BGMP’s sole discretion. BGMP accepts no liability for its failure, for any cause, to insert in advertisement. BGMP may redesign its site at its sole discretion at any time.
3.2. Customer grants BGMP a nonexclusive, limited, worldwide, royalty-free license to market, display, perform, copy, transmit, distribute, and promote any advertisement or other intellectual property provided by Customer or its Agency in connection with BGMP’s obligations hereunder. Customer acknowledges that BGMP owns a collective right in and to the selection, coordination and arrangement of the content of the publications, websites, and applications, including any advertisements it publishes.
3.3. Customer’s failure to comply with all applicable requirements of BGMP’s advertising specifications may delay or prevent delivery of the advertisements and shall give BGMP the right to immediately terminate the applicable IO.
3.4. Customer shall be solely responsible for the content of its advertisements and any website linked to or from such advertisements and shall indemnify BGMP for all loss, costs, and damages in connection with any claims arising from such content including but not limited to defamation, privacy, publicity, and intellectual property related claims. Customer represents, warrants and covenants to BGMP that at all times, (a) Customer is fully authorized to grant BGMP the right to publish the entire contents and subject matter of all requested advertisements (including, without limitation, all text, graphics, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) Customer has the full corporate rights, power and authority to enter into this IO and to perform the acts required of it hereunder, and Customer’s execution of this IO does not and will not violate any agreement to which it is a party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site containing the advertisement.
3.5. It is the Customer’s obligation to submit advertising material in accordance with BGMP’s then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with BGMP’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively “Policies”).
3.6. Customer hereby grants BGMP permission to publicize the fact that it is a client of BGMP in a press release. However, Customer shall not use, display or modify BGMP’s name, logo, trademarks, or other intellectual property in any manner without the prior written consent of BGMP in each instance of use.
3.7. To the extent that an advertising agency completes an IO on Customer’s behalf, the Customer and the advertising agency assume liability, jointly and severally, for all content (including text representations, illustrations, and audiovisual material) of advertisements printed and also assume responsibility for any claims arising therefrom made against BGMP.
3.8. BGMP accepts no liability for any error in an advertisement for which it may be responsible, except for the cost of those insertions, which actually contain the error. In order to qualify for allowances, claims for errors must be made within thirty (30) days from date of invoice. Credit for errors will be allowed only for first insertion.
3.9. By placing an advertisement with BGMP, the Customer agrees that the advertisement as it appears will become the property of BGMP and assigns BGMP all ownership interest, under the Copyright Act or otherwise, in the advertisement as it appears in a BGMP property. Unless notified to the contrary by BGMP, the advertiser is granted a license to place the same ad in other media.
4. Privacy and Compliance
From the date that an advertisement begins to run, through the expiration or termination of the Agreement or applicable IO, Customer shall have a privacy policy in place governing Customer’s use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related IO comply with all applicable laws, regulations and privacy policies. Furthermore, unless otherwise explicitly authorized by BGMP, Customer will not: (a) use or disclose IO details, or any data collected pursuant to this Agreement, or any other information of BGMP that would be reasonably understood as confidential, including but not limited to a user’s recorded view or click of an ad, for retargeting or any purpose other than performing under the IO, or internal reporting or internal analysis; or (b) use or disclose any personally identifiable information collected from individual users during delivery of an ad pursuant to the IO in any manner other than in performing under the IO. Customer will require any third party or affiliate used in performance of the IO on Customer’s behalf to be bound by the confidentiality and non-use obligations at least as restrictive as those on Customer, unless otherwise set forth in the IO. This section shall survive the completion, expiration, termination or cancellation of this IO for a period of five (5) years.
5. Payment Terms and Calculations
6. Term and Termination
This Agreement is effective upon completion and submission by Customer of the IO. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the non-breaching party has given thirty (30) days prior written notice to the breaching party specifying the breach. However, either party may cancel any specific IO at any time with at least twenty (20) days’ prior written notice to the other party. So long as any IO remains in effect, these Terms and Conditions shall also remain in effect. If any IO is cancelled for any reason, Customer shall pay to BGMP, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered ad requests up to the effective date of cancellation. IF EITHER PARTY TERMINATES ANY IO, CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO BGMP UNDER THE IO. NEITHER BGMP NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER.
7. Liability, Warranty & Indemnity
7.1. EXCEPT AS OTHERWISE STATED HEREIN, BGMP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE BGMP SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF ANY BGMP SITE. BGMP DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ARISING OR RESULTING FOR CUSTOMER’S USE OF THE DANADS ADVERTISING PLATFORM (AS APPLICABLE) OR ANY OTHER SIMILAR ADVERTISING PLATFORM, AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL BGMP OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY BGMP FROM CUSTOMER FOR THE SPECIFIC AD AT ISSUE.
7.2. Customer agrees to defend, indemnify and hold harmless BGMP and each of BGMP’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of BGMP, as determined in a final order by a court of competent jurisdiction.
8. General Provisions
These terms and conditions are governed by, and shall be construed in accordance with, the laws of the Commonwealth of Massachusetts. By entering into this Agreement, Customer waives any claims that may arise under the laws of other countries or territories. Customer must institute any claim, cause of action or dispute (“claim”) with BGMP arising out of or relating to this Agreement exclusively in the courts of Boston, Massachusetts, and Customer agrees to submit to the exclusive jurisdiction of such courts for the purpose of litigating all such claims. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts for all disputes related to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Customer and BGMP. BGMP will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless BGMP expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted IO will not be binding unless signed by both parties. If any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms and Conditions will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the subject matter of the IO, except for alternate (a) payment or (b) cancellation language, as specifically provided in the business terms in the IO. All notices to BGMP relating to any legal claims or matters must be made in writing to Boston Globe Media Partners, LLC, attn: General Counsel, 1 Exchange Place, Ste. 201, Boston, MA 02109 with a copy to: [email protected]. Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and may not be disclosed by Customer without the prior written consent of BGMP. Notwithstanding the foregoing, the recipient may disclose such confidential information if required by any judicial or governmental request, requirement or order; provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order. The IO and Terms & Conditions constitute the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, BGMP may amend this Agreement at any time, without notice to Customer.