By using our website, mobile site or app (the “Site”), you agree to be bound by these Terms of Service and to use the Site in accordance with these Terms of Service, our Privacy Notice, and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Site, or to products and services that we make available to you through the Site (all of which are deemed part of these Terms of Service).
Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Service.
Advertising on Delaware Newsline positions your organization in front of communities of engaged readers who care about and influence Delaware. Delaware Newsline introduces your company to a loyal, affluent, influential and highly educated group of readers.
We make our money through online advertising – which makes this site free for you to use. We’re not trying to pull a fast one or rip you off, but we do need to pay all of the talented people who work on this site, so we’ve adopted an advertising policy that works best for us and for you. If you have any questions, please contact us at email@example.com
This policy has been established by Delaware Newsline to govern advertising across the Delaware Newsline network. This policy applies to all ad types and implementations, including (but not limited to) display advertising, native advertising, search ads, video ads.
Delaware Newsline has established this policy on its own behalf, however please note Delaware Newsline is also subject to the policies of the policies of our ad network partners.
This policy is subject to revision at any time without prior notice.
- PROHIBITTED CONTENT
Delaware Newsline does not permit advertising from the following categories:
» Firearms or ammunition;
» Instructions for making explosives or other harmful products;
» Online casinos and gambling portals;
» Lotteries (other than state-licensed lotteries);
» Illegal drugs (chemical or herbal); psychoactive substances; or equipment to facilitate drug use;
» Counterfeit goods that either contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another, or mimic the brand features of a product in an attempt to pass themselves off as genuine;
» Offensive or inappropriate content or content that promotes hatred, intolerance, discrimination, or violence;
» Advertising that solicits or collects, or appears to solicit or collect, any personally identifiable information from visitors without their knowledge; or
» Advertising that is malicious or attempts to trick or circumvent our ad review processes.
This list is not intended to be exhaustive, and Delaware Newsline retains sole discretion over which types of advertising are prohibited on the Delaware Newsline network.
- GENERAL ADVERTISING TERMS
1.1; Publisher will invoice advertiser upon completion and submittal of an advertising contract. Advertiser agrees to pay invoice prior to ad run start date in full. If advertiser fails to provide full payment prior to ad run start date, publisher may suspend the provision of services hereunder or immediately terminate this Agreement.
1.2 If advertiser chooses Net 30 billing option, publisher will invoice advertiser upon completion and submittal of an advertising contract. Advertiser agrees to pay a 50% retainer towards the invoice prior to the ad run start date.
Publisher will invoice the remaining balance to be paid Net 30. If advertiser fails to provide full payment, publisher may suspend the provision of services hereunder or immediately terminate this Agreement.
1.3: Advertiser agrees to reimburse Publisher for all expenses incurred by Publisher in connection with the collection of amounts payable, including court costs and attorneys’ fees.
1.4: If this Agreement is terminated due to Advertiser’s failure to timely pay, Publisher may rebill the Advertiser for the outstanding balance due at the open or earned contract rate, whichever is applicable, and all discounts shall be forfeited.
1.5: All deliverables will be the property of Publisher until payment in full is received. If any amount is not paid by Advertiser when due, such amount shall bear interest at the rate of twelve percent (12%) per annum or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid.
- BILLING TERMS
2.1: Any claims by Advertiser for a credit related to rates incorrectly invoiced or paid must be submitted in writing to Publisher within ninety (90) days of the invoice date or the claim will be waived.
2.2: In the event Advertiser is entitled to a credit due to overpayment of an invoice, Advertiser must use the credit within ninety (90) days of issuance or the credit will be forfeited. No cash refunds will be provided for any credit earned by the Advertiser. All credits earned will be for the benefit of Advertiser
3.1: In the event that any federal, state or local taxes are imposed on Advertiser’s use of the Services hereunder, such taxes shall be assumed and paid by Advertiser.
4.1: Advertiser may, from time to time, provide Publisher with advertising materials, including, without limitation, text, data, video, audio, images, illustrations, and graphics, trademarks, service marks, and logos (collectively, “Advertiser Content”) for use in connection with Publisher’s distribution of the Services purchased hereunder.
4.2: Advertiser hereby grants Publisher and its designees a non-exclusive, worldwide, transferable, sub-licensable right and license:
(a) to use, reproduce, mirror, distribute, perform and display the Advertiser Content (or any portion thereof) via on the websites (mobile and traditional), properties, applications and/or devices described in this Agreement (including any Orders) (collectively, the “Distribution Networks”);
(b) to modify, copy, reformat, transmit and otherwise manipulate the Advertiser Content in connection with such display; and
(c) to use Advertiser’s name and logo in connection with providing the Services.
5.1: Advertiser will be responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable Publisher to distribute the Advertiser Content under this Section 5, including, without limitation,
(a) Clearances for any of the following creative elements appearing in or otherwise displayed via the Advertiser Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and
(b) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the Advertiser Content.
- ADVERTISER/APPROVAL RIGHTS
6.1 Ownership: All Advertiser Content or other materials furnished by Advertiser for use hereunder will remain the property of Advertiser and will be returned upon request.
6.2 User Information: Any user or usage data or information collected via Publisher’s Digital Properties or related to Publisher’s Digital Properties, or any information collected from sites operated by Publisher’s affiliates under this Agreement, shall be the property of Publisher and/or such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement.
- ADVERTISER WARRANTIES
7.1 Advertiser represents and warrants that:
(a) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all Clearances that are necessary in connection with Publisher’s exercise of such rights and licenses,
(b) the Advertiser Content is true and accurate, does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous,
(c) Publisher’s use of the Advertiser Content in connection with providing the Services will not infringe upon or violate the rights or property interests of any third party, including without limitation, any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other party, or any right of privacy or publicity, and
(d) Advertiser will maintain a privacy statement on its principal website (“Privacy Statement”) that complies with applicable law and accurately and transparently discloses its privacy practices to users of such website, including any privacy practices implicated by the undertakings contemplated by this Agreement. Advertiser will notify Publisher in writing promptly if any of the foregoing representations and warranties becomes untrue.
8.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8.2 ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”
8.3 PUBLISHER, ITS SERVICE PROVIDER AND ANY VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISER CONTENT OR OTHER MATERIALS DISPLAYED ON ADVERTISER’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON PUBLISHER’S WEBSITE(S).
8.4 PUBLISHER DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION OR ERROR, AND PUBLISHER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE UNAVAILABILITY OF THE INTERNET OR WEBSITE(S) ON WHICH ADVERTISER’S ADVERTISEMENTS ARE PUBLISHED.
8.5 PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE RESULTS OF SERVICES, INCLUDING WITHOUT LIMITATION, THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT OR RETURN ON INVESTMENT.
9.1 Advertiser will indemnify and hold Publisher, Delaware Newsline., any other entities that own or operate any of the Distribution Networks and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a “Publisher Indemnitee”) harmless from and against any and all suits, judgments, proceedings, claims, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of a third-party claim resulting from:
(a) the Advertiser Content and other materials provided by Advertiser, or any websites or content that is linked to from any such Advertiser Content or other materials, including, without limitation, any claim such Advertiser Content or material is libelous or defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights, or any rights of privacy or publicity, or claims based on Advertiser’s willful misconduct, negligence or strict liability for a defective product;
(b) violation of any laws, rules or regulations applicable to Advertiser’s business operations, products and/or services;
(c) any actual or alleged breach of Advertiser’s representations, warranties, or obligations under this Agreement; or
(d) Advertiser’s Privacy Statement. Advertiser shall defend at its own expense any claim instituted by any person or entity against a Publisher Indemnitee resulting from a claim arising in connection the advertising or the Services provided. The Publisher Indemnitee(s) will have the right, at its or their option, to defend such litigation jointly with Advertiser. Advertiser may not agree to any settlement that imposes any obligation or liability on a Publisher Indemnitee without such indemnitee’s prior written consent.
- LIMITATION OF LIABILITY
10.1 EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.1 If Advertiser is using an advertising agency in connection with this Agreement, Advertiser and such agency (the “Agency”) shall be jointly and severally liable for compliance with the terms of this Agreement and any Order.
11.2 Publisher may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against Advertiser or Agency or both without any requirement of first seeking a remedy from one or the other.
11.3 This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or Advertiser.
11.4 Advertiser and Agency further agree that Publisher does not and will not accept orders or space reservations claiming sequential liability.
12.1 Advertiser may not assign any of its rights and/or obligations hereunder or this Agreement without Publisher’s prior written consent.
12.2 Publisher shall have the right to assign, delegate or transfer, its rights
and obligations, under this Agreement, in whole or in part.
12.3 Publisher shall provide written notice to Advertiser of any such assignment.
- DIGITAL TERMS
If Advertiser is purchasing for display in Publisher’s website, online display advertising (“Digital Ads” “Ads”) for distribution on Publisher’s digital media property (e.g., Publisher’s website(s), then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising Services.
1.1 Unless otherwise specified in Advertising Commitment in connection with a Commitment from Advertiser, Advertiser’s purchase of Ads for display on the publisher’s website will be billed at Publisher’s Standard Rates.
1.2 Advertiser acknowledges that it has been provided a copy of Publisher’s standard rate card. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control.
1.3 Publisher reserves the right to modify its rate card, including increasing its Standard Rates, at any time and from time to time.
1.4 Publisher will provide Advertiser with at least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue display of the applicable Ads by giving written notice to Publisher prior to the effective date of such changes.
1.5 Advertiser’s right to discontinue the display of its Ads shall be its sole and exclusive remedy in the event of a rate increase.
1.6 If Advertiser does not elect to discontinue display of the applicable Ads, then, following the expiration of the notice period, all Ads shall be billed at Publisher’s increased rates.
(a) Advertiser will provide Publisher all applicable Ads by Publisher’s standard deadline (as designated by Publisher), in a format suitable for display on the publisher’s website, as applicable, via a transmission method mutually agreed upon by the parties.
(b) Advertiser shall have the right to change any Ads(s) after submission, provided that it submits any such changes to Publisher no later than Publisher’s standard deadline (as designated by Publisher).
(c) Advertiser shall pay all expenses connected with the delivery of the Ad(s) to Publisher.
(d) Changes to any Ads after first publication may result in additional charges, which will be disclosed to Advertiser in advance.
3. Submission of Advertising Materials:
3.1 Unless otherwise agreed to by the parties in writing, Advertiser will provide all creative services and necessary text, data, images, illustrations or graphics and/or other materials with respect to the Ads(s).
3.2 Advertiser will submit the Ad(s) in accordance with the applicable Publisher policies in effect from time to time, including policies regarding artwork specifications, format and submission deadlines.
- AD SERVING
4.1 Advertiser grants to Publisher, a license to
(a) display Advertiser’s Ads on the publisher’s website; and
(b) modify, copy, reformat, transmit and otherwise manipulate the Ads in connection with such display. Advertisements will be served in accordance with one of the following options:
(b1) By Publisher: If Publisher will be responsible for serving the Digital Ads through its own ad servers, then Publisher will track delivery of the Digital Ads through such servers. The parties agree that Publisher’s final impression measurements will be used to determine the fees due under this Agreement.
(b2) By a Third Party: If a third party (“Third Party”) will be responsible for serving the Digital Ads through such Third Party’s ad server, and such Third Party will track delivery of the Digital Ads through its server. The Third Party’s final audited impression measurements will be used to determine the fees due under this Agreement.
4.2 If the parties agree to use a Third-Party ad server under the terms of this Addendum, Advertiser agrees to provide Publisher with a user login name and password to access the Third Party’s impression measurements for purposes of verification of such measurements.
5.1 Publisher agrees that invoices covering the delivery of Ads hereunder will contain:
(a) the dates and times upon which Advertiser’s Ads were displayed on the publisher’s website and, if applicable, dates and times upon which the Ads could be accessed on the publisher’s website,
(b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and
(c) the charge to Advertiser. The invoice shall serve as Publisher’s certificate of performance.
6.1 If Advertiser has made a Commitment in accordance with Advertising Commitment of this Agreement and, at the end of the Commitment Term set forth in Advertising Commitment Advertiser has either
(a) purchased less volume (inches/pages/impressions) of Ads than agreed to in the Advertising Commitment or
(b) fallen short of the minimum revenue commitment agreed to in Advertising Commitment, then, if Publisher’s Standard Rates are higher than the rates Advertiser was paying during the Commitment Term,
(i) Advertiser will be billed for (and will be obligated to pay) the difference between the Standard Rate and the Commitment Term rate for all Ads that ran during the Commitment Term, and
(ii) Advertiser will be billed at the Standard Rate (as such Standard Rate may be modified in accordance with Section 1, above) for all Ads run after the Commitment Period.
- CANCELATION OF DIGITAL ADS
7.1 Cancellation Prior to Initial Distribution. At any time prior to the serving of the first impression of a Digital Ad on publisher’s website under this Agreement, Advertiser may cancel an online advertising campaign on thirty (30) days prior written notice to Publisher.
7.2 Cancellation After Initial Distribution Once the first impression of a Digital Ad has been served on publisher’s website, Advertiser may cancel an online advertising campaign by giving Publisher written notice of such cancellation, which cancellation will be deemed effective on the later of:
(i) thirty (30) days after serving of the first impression of the applicable campaign; or
(ii) fourteen (14) days after providing Publisher with such notice. If Advertiser exercises its right to cancel under this Paragraph, Advertiser will be responsible for all fees that accrue prior to the cancellation date.
- RESERVATION OF RIGHTS
8.1 Publisher may reject, remove or cancel any Ad, space reservation or position commitment at any time in its sole discretion.
8.2 Publisher also may edit, reject or remove from its website, at any time, any Ad or other material submitted by Advertiser or its Agency, or place the Ad in any Publisher advertising classification or section that Publisher deems appropriate.
8.3 Publisher also shall have full latitude with respect to positioning all advertisements on it’s website; provided, however, that Publisher will use its reasonable efforts to accommodate Advertiser’s positioning requests.
- RESPONSIBILITY OF ADVERTISEMENTS
9.1. Technical Quality; Typographical Errors; Incorrect Insertions or Omissions.
(a) Publisher is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for display on the publisher’s website.
(b) This Agreement cannot be invalidated, and Publisher will not be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Advertiser Content displayed or published pursuant to this Agreement or omitted from display or publication.
- FAILURE TO DISPLAY ADVERTISER CONTENT
10.1 Publisher is not required to display any Advertiser Content or other material for the benefit of any person or entity other than Advertiser.
10.2 If there is an interruption or omission of the publication of any Advertiser Content or other material contracted to be published hereunder, Publisher may suggest a substitute time period for the publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position on the publisher’s website, as determined by Publisher.
10.3 Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser’s good faith business judgment, Publisher shall provide a “make good” in the form of a reduction in the amount of fees due to Publisher (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser’s sole and exclusive remedy for any failure to display Ads or other advertising material and Publisher shall have no further liability hereunder for such failure.
- REMOVAL OR CHANGE OF CONTENT
11.1 Publisher in its sole discretion, may remove or revise its website’ content, nature, design, and/or organization, during the term of this Agreement.
11.2 If any such revision materially alters the value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of such revisions.
11.3 If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation.
11.4 Such cancellation shall be Advertiser’s sole and exclusive remedy and Publisher shall have no further liability whatsoever.
- FTC GUIDELINES
12.1 Publisher and Advertiser shall comply with all applicable laws, rules and regulations, including without limitation the FTC’s Guides Concerning the Use of Endorsements and Testimonials and the FTC’s Enforcement Policy Native Advertising.
- PAY FOR PERFORMANCE/LEAD GENERATION
This section applies to an Advertisement on the publisher’s website which include a designated phone number or a tracking code or a click through from the Publication’s Site to the Advertiser by which publisher and Advertiser can track and verify readers to respond to and offer in the Advertisement.
13.1 Any specific qualifications for the lead shall be included in the Insertion Order or on the Advertising Commitment.
13.2 Publisher shall have the right to audit the Advertiser’s records to confirm the number of qualified leads generated by the Advertisement.
13.3 Publisher shall be provided with access to the call tracking records and other records maintained by Advertiser.
13.4 Publisher shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Advertising Commitment.
13.5 Only unused digital inventory will be available for the Advertisements.
13.6 The frequency, location, and placement of the Advertisements shall be determined by Publisher, in its sole discretion.
C: Event Sponsorship:
14.1 If Advertising is purchasing a Sponsorship of or receiving benefits in connection with a Publisher Event, as specified in the Advertising Commitment or the applicable Order, the terms and conditions below shall apply.
14.2 Cancellations. Sponsorship Fees (i.e., the amount listed on the Advertising Commitment) are non-refundable.
14.3 Advertiser may not cancel or terminate its sponsorship. If an Event is cancelled by the Publisher and not rescheduled, the Advertiser may receive a refund of a portion of its Sponsorship Fee. The amount refunded will be determined after deducting
(i) any non-refundable costs and expenses associated with the Event and
(ii) any promotional advertising for the Event that has already been published or displayed.
Any trade or complimentary advertising included in the Sponsorship Fee shall be forfeited.
- CONTENT CREATIVES
15.1 Publisher shall be solely responsible for creating all promotional materials, signage, or program(s) for the Event or the Program. Advertiser shall be identified as a promotional sponsor of the Event or Program in the promotional materials, signage and program book (if applicable).
15.2 Publisher has sole discretion to determine the volume, frequency, number of impressions of any advertising for the Event, placement of advertising ad, and positioning of Advertiser’s name.
15.3 Publisher has sole discretion to determine if any radio, TV or billboard advertising will be provided.
- LIMIT OF LIABILITY
16.1 Publisher is not liable for any interruption, error or omission regarding any advertising, or other media.
16.2 Publisher is not liable for cancellation or rescheduling of an Event, due to unavailability of the venue where the Event is being held or due to circumstances beyond its control.
- ADVERTISING VALUE
17.1 The advertising value being provided to Advertiser shall apply solely to advertising and promoting the Event.
17.2 Unused advertising will expire on the expiration date the sponsorship and will be forfeited.
17.3 Advertising value cannot be bartered, sold, transferred to, or used, in whole or in part, by any third party.
17.4 The advertising value may not be used to fulfill any other advertising commitment between Advertiser and Publisher.
- RENEWAL OPTIONS
18.1 If the Sponsorship is for an annual Event, program, product, or service, the parties must agree in writing upon the terms of the renewal at least thirty (30) days prior to the end of the current Sponsorship.
18.2 The renewal terms shall be stated in a new Advertising Commitment or Order.
19.1 If the Sponsorship includes the Advertiser attending the Event (as exhibitor or vendor) to market its products and services, the Advertiser shall maintain insurance issued by a company reasonably acceptable to Publisher, for the following insurance:
(a) commercial general liability insurance, including coverage for property damage, personal injury, or death in an amount of not less than One Million Dollars ($1,000,000) per occurrence;
(b) automobile liability insurance in an amount of not less than One Million Dollars ($1,000,000) per occurrence;
(c) worker’s compensation insurance in amounts as statutorily required;
(d) product liability insurance in an amount of not less than $1,000,000 per occurrence for bodily injury, illness, and property damage combined; and
(e) professional liability insurance in amount of not less than One Million Dollars ($1,000,000) per occurrence.
19.2 A copy of the certificate(s) of insurance, naming the Publisher, Delaware Newsline., and its subsidiaries and affiliates as additional insureds, shall be provided to Publisher prior to the Event.
20.1 Any press releases or public announcements regarding the Sponsorship which will include Publisher’s name, are subject to Publisher’s prior review and approval. Such approval may be granted or denied in Publisher’s sole discretion.