Submission of any print or online advertising constitutes acceptance of the following terms (“Publisher” refers to the Mid-America Union):
1. TERMS OF PAYMENT
Prepayment is due by the Advertising Space Deadline. Payment under approved credit is due within 30 days from date of invoice. Past-due accounts may be subject to late payment fees of 7% of balance, per month.
2. DEADLINE FOR SUBMITTING PRINT ADS
Ad copy must be RECEIVED by Publisher no later than the applicable Advertising Space Deadline. Otherwise Publisher, in its sole discretion and without liability, may refuse to run a submitted ad.
3. DEADLINE FOR CHANGE OR CANCELLATION BY ADVERTISER OR AGENCY
Any request to change or cancel an ad must received by Publisher no later than the applicable Advertising Space Deadline. Otherwise Publisher, in its sole discretion and without liability, may refuse to change or cancel the ad, in which case Advertiser and Agency shall nevertheless be responsible for full payment of net cost and for performing all terms and conditions of the applicable agreement.
4. PUBLISHER’S DISCRETION
Publisher may, at any time and without liability: (a) Cancel or reject any ad, even if previously accepted by Publisher, if Publisher, in its sole discretion, considers its form or content or links to other websites (for online ads) to be misleading, in bad taste, adverse to public interest, in violation of applicable law, or otherwise inappropriate for the character of the publication or website in which it is to be displayed; (b) Place the word “advertisement” with any ad copy, which, in Publisher’s sole discretion, resembles editorial material; (c) In its sole discretion, edit/format advertisements to meet necessary size and/or space requirements and determine ad location and/or position in the publication or website, if, after using best efforts, Publisher cannot place ad in exact location/position specified in the applicable agreement; (d) Refuse to publish future ads, if Advertiser or Agency has failed to pay an advertising account when due, has paid with a bounced check or other uncollectible funds, or has otherwise breached the terms and conditions of any other agreement with Publisher.
5. LOSS OF EARNED FREQUENCY DISCOUNTS
Cancellation of an ad by Advertiser or Agency for any reason or by Publisher for any of the reasons set forth in these Terms and Conditions may result in an adjustment and resulting increase in the ad fee rate charged hereunder, based on the actual frequency discount rate earned rather than the greater frequency discount rate billed under the applicable ad agreement.
6. LIMITATION OF LIABILITY
Except for refund of monies paid for an ad, Publisher shall not be liable to Advertiser or Agency in the event it fails to publish an ad or the ad contains errors attributable to Publisher. For online ads, Publisher shall not be liable to Advertiser or Agency for failure to deliver guaranteed impressions within the agreement term, but shall continue to run that advertising until the impressions have been delivered. Under no circumstances shall Publisher be liable to Advertiser or Agency for indirect, consequential or punitive damages or lost profits or loss of goodwill, regardless of the legal or equitable theory upon which any such claim may be based.
7. EXCUSED PERFORMANCE
Publisher shall not be liable to Advertiser or Agency for any delays in the production or distribution of the publication or website in which an ad is to be displayed, if caused in whole or part by acts of God, governmental or quasi-government entities, fires, floods, labor material shortages, transportation interruption of any kind, systems or other event beyond its reasonable control.
8. WARRANTY AND INDEMNIFICATION
Advertiser and Agency warrant and represent (a) that any ad submitted does not violate applicable law, including the civil and property rights of any third party, and (b) that Advertiser and Agency are authorized to publish same. Advertiser and Agency agree to jointly and severally indemnify, hold harmless and defend at their sole cost Publisher from any liability, loss or expense (including court costs and attorneys’ fees), arising out of any breach of the aforementioned warranties and representations, including but not limited to any third-party claim or lawsuit for libel, plagiarism, copyright or trademark infringement, invasion or privacy or any other claim based on the content and/or form of the advertisement.
9. ADVERTISER/AGENCY LIABILITY
Publisher may rely on the acts and representation of Agency as the acts and representations of, and binding on, Advertiser. Any Agency submitting an ad contract agrees to be jointly and severally liable with Advertiser for all resulting ad fees and production charges due Publisher, regardless of whether Advertiser has first paid Agency for those fees/charges and regardless of whether Publisher has first tried to collect those fees/charges from Advertiser without success.
10. COLLECTION AND LITIGATION COSTS
Advertiser and Agency shall be jointly and severally liable to Publisher for any and all costs incurred by Publisher in attempting to collect past-due ad fees and production charges, including without limitation contingency fees paid collection agencies and/or attorneys, reasonable attorney fees, court costs and other litigation expenses.
11. APPLICABLE LAW AND VENUE
By placing advertising with Publisher, Advertiser and Agency agree to be bound by these Terms and Conditions, which shall be governed and interpreted solely an accordance with the substantive law of the State of Nebraska (without regard to that State’s conflict of laws) and the Federal laws of the United States (if applicable). Advertiser and Agency further agree that any dispute or claim concerning advertising submitted hereunder shall be exclusively litigated in a court having competent jurisdiction in Lancaster County, Nebraska, which Advertiser and Agency agree shall have personal jurisdiction over them.
12. ENTIRE AGREEMENT
These Terms and Conditions replace and supersede any prior agreements, understandings, or representations (oral or written) made by or between the parties and concerning this subject matter. Terms and Conditions as listed here may be updated with or without prior notice and will be binding for any contracts signed thereafter. Terms and Conditions as listed on any previously signed contracts shall be binding during contract term and may not be amended or waived except in writing and signed by both Publisher and Advertiser or Agency.