Purchasing an advertising campaign, spot, or sponsorship confirms your agreement with these terms.
PUBLISHER is defined as the “Today in Digital Marketing” podcast and email newsletter, a production of engageQ digital inc., a registered corporation in British Columbia Canada.
Definitions:
Primary/Secondary: Ad units in email newsletter which contain information about the advertiser
Pre-roll: Sixty-second audio ad that is placed either at the beginning of a podcast episode, or immediately after the show introduction within the first 60 seconds of the episode start.
Mid-roll: Sixty-second audio ad that is placed roughly mid-way within the content of a podcast episode.
Post-roll: Sixty-second audio ad that is placed at the end of a podcast episode, after the episode has ended.
Classified Ad: Brief text ad read out by the host during an episode, or placed in an email newsletter, usually at or near the end.
Weekend Edition: A single episode of between 10-20 minutes, usually released on a Saturday or Sunday, devoted to a single topic or advertiser.
1. PUBLISHER shall notify Advertiser as soon as reasonably possible of any objection to any advertisement or any creative component therein. PUBLISHER shall provide Advertiser with the opportunity to amend or replace a rejected advertisement, provided that Advertiser meets any and all applicable submission deadlines.
2. Publisher’s License. Publisher refers to the company which will be publishing podcast episodes, newsletter issues, and social media content. Publication refers to the podcast episodes, newsletter content, and social media posts. Subject to the terms and conditions of this Agreement, Advertiser grants Publisher a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to Advertiser’s Intellectual Property to reproduce, publish, and distribute each Advertisement in the Publication in accordance with the terms of this Agreement and the corresponding Accepted Insertion Order. Other than this express license, Advertiser grants no right or license to Publisher by implication, estoppel, or otherwise to any Advertiser Intellectual Property.
3. Advertiser agrees to pay PUBLISHER in advance for the advertisements. Once paid for, the ad slots are reserved for Advertiser, and thus are not refundable upon cancellation if the Advertiser is the party requesting cancellation. The advertisement fees are refundable if cancelled by the PUBLISHER.
4. Unless otherwise agreed to by both parties, inclusion in the podcast does not include inclusion in the newsletter, and vice-versa.
5. PUBLISHER will make every good-faith effort to place the Advertisement(s) during the timeframe agreed upon by both parties. PUBLISHER agrees to reschedule any ads displaced owing to unexpected episode and/or issue cancellation at no additional cost to advertiser. Rescheduling advertisements will not constitute a breach of this contract, and will not result in contract cancellation nor refund. Furthermore, Advertiser understands and agrees that any content captured in a recording session will form the final version of that audio, and owing to editing and scheduling timelines, neither advertiser review nor edits will be possible after the recording.
6. Representations and Warranties. Each Party represents, warrants, and covenants to the other that: (a) it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation/organization/formation; (b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement; (c) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (d) no representations guarantees are made with respect the number of or to downloads, number of people reached, number of clicks, or any other metric; (e) this Agreement has been executed and delivered by the party and constitutes the legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms; and (f) it is now and throughout the term of this Agreement shall remain in compliance with all laws applicable to the performance of its obligations under this Agreement.
7. Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings between the parties, both oral and written relating to the subject matter hereof. No waiver or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any waiver by either other party of any provision of this Agreement shall not be construed as a waiver of any provision of this Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance. The terms of this Agreement shall apply to parties hereto and any of their successors or assigns. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
8. Non-Exclusivity of Placements. Purchase and placement of an ad does not guarantee exclusivity for that placement in any given episode or newsletter. For example, if you buy a mid-roll ad, your ad may appear with other advertisers’ mid-roll ads.
9. Confidentiality. The parties agree that the terms of this Agreement, including the fees charged, shall be treated as confidential and each agrees to limit disclosure of such terms to only its directors, officers, partners, employees and/or independent contractors having legitimate need to know.
10. Governing Law and Jurisdiction. This Letter of Agreement shall be governed by and construed under the laws of the Province of B.C. Canada. The PUBLISHER will, at its sole discretion, have the right to have any dispute heard and settled by arbitration.
11. Limitation of Liability. To the fullest extent permitted by law, the total liability, in the aggregate, of PUBLISHER, its officers, directors, partners, employees, agents, and subconsultants, to Advertiser, and anyone claiming by, through, or under Advertiser for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total compensation received by PUBLISHER.
Purchasing an advertising campaign, spot, or sponsorship confirms your agreement with these terms.