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2010 CONDÉ NAST ADVERTISING RATE CARD
COPY AND CONTRACT TERMS AND CONDITIONS
A. Vogue’s Right To Reject, Cancel or Terminate Orders
Vogue reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising copy, whether or not the same has already been acknowledged and/or previously published. In the event of such cancellation or rejection by Vogue, advertising already run shall be paid for at the rate that would apply if the entire order were published.
In addition, Vogue reserves the right to remove from selected copies of the publication advertisements containing matter that subscribers have deemed objectionable.
Vogue, at its absolute discretion, may terminate its relationship with Advertiser and/or Agency for the breach of any of the terms hereof, including without limitation a breach based on the failure on the part of either Advertiser or Agency to pay each bill by its due date. Should Vogue terminate its relationship with Advertiser and/or Agency, all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Vogue may, in addition to its other remedies, (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with Vogue on behalf of Advertiser or any other client, and/or (b) refuse to publish any or all of Advertiser’s advertising.
B. Advertiser’s Failure to Run Advertising/Short-Rate
All agreements for advertising frequency discounts require that the specified number of advertisements be published within a twelve-month period and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have published and paid for the specified number of advertisements, or if at any time Vogue in its reasonable judgment determines that Advertiser is not likely to publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse Vogue for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually published and paid for) within 30 days of invoice therefor and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Vogue in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program. No rebates (for advertising frequency discounts for advertising run in excess of specified schedule) will be earned if all advertising is not paid for.
C. Restrictions on Advertiser’s Cancellation of Advertising Orders
Orders for inside or outside cover pages are non-cancelable. Options on cover positions must be exercised at least 30 days prior to four-color closing date. If an order is not received by such date, the cover option automatically lapses. Orders for all inside advertising units are non-cancelable less than 15 days prior to closing date. Orders for furnished inserts are non-cancelable the first day of the fourth calendar month preceding the date of issue. Orders for all Vogue-produced inserts are non-cancelable without the written agreement of Vogue. If, however, Vogue agrees to cancel an existing order, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, paper and/or printing.
D. Advertising Positioning at Vogue’s Discretion
Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and published but such restrictions or specifications are at Vogue’s sole discretion.
E. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly defined and labeled “ADVERTISEMENT” or “SPECIAL ADVERTISING SECTION” at the top of the advertisement, and Vogue may, in its discretion, so label such copy.
F. Inserts
An accurate facsimile of any furnished insert must be submitted to Vogue for review prior to the printing of the insert. Vogue is not responsible for errors or omissions in, or the production quality of, furnished inserts. Advertiser and/or Agency shall be responsible for any additional charges incurred by Vogue arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to Vogue’s specifications. In the event that Vogue is unable to publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall remain liable for the space cost of such insert.
G. Errors in or Omissions of Advertisements
In the event of Vogue’s errors in or omissions of any advertisement(s), Vogue’s liability shall be limited to a credit of the amount paid attributable to the space of the error and in no event shall exceed the total amount paid to Vogue for the advertisement, and Vogue shall have no liability unless the error/omission is brought to the Vogue’s attention no later than 60 days after the advertisement is first published. However, if a copy of the advertisement was provided or reviewed by Advertiser, Vogue shall have no liability. In no event will Vogue have any liability for errors or omissions caused by force majeure or errors in key numbers.
H. Trademarks
The titles and logos of the magazines published by Condé Nast are registered trademarks. Neither the titles nor the logos of the magazines may be used without the express written permission of Condé Nast.
I. Indemnification
Advertiser and its Agency, if there be one, each represent that any advertising or other material (including product samples) submitted by Advertiser or Agency complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Advertiser understands that the national edition of Vogue’s magazine is distributed primarily in North America, with incidental distribution throughout the world.) As part of the consideration to induce Vogue to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to indemnify and save harmless Vogue, and its employees and representatives, against all liability, loss, damage, and expense of any nature, including attorneys’ fees, arising out of any actual or potential claims for libel, invasion of privacy, copyright, patent, or trademark infringement, and/or any other actual or potential claims or suits that may arise of out the copying, printing, publishing, distribution or transmission of such advertisement. If the Vogue participated in the creation of such advertisement, the Vogue will indemnify Advertiser in connection with potential claims to the extent it has agreed to do so in writing.
J. Responsibility for Payment of Advertising Bills
In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Advertiser authorizes Vogue, at its election, to tender any bill to Agency, and such tender shall constitute due notice to Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Advertiser and Agency. Any bill tendered by Vogue shall constitute an account stated unless written objection thereto is received by Vogue within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Vogue. The rights of Vogue shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Vogue for its costs and attorneys’ fees in collecting any unpaid advertising charges. Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Advertiser’s behalf with the understanding that Agency may be paid a commission.
K. No Assignment of Advertising
Advertiser and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by Vogue, nor may Advertiser or Agency authorize any others to use any advertising space.
L Republication of Advertisements
(i) Advertiser and Agency agree that any submitted advertisements published may, at Vogue’s option, be republished or reused by Vogue or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. (ii) The copyright in any advertisement created by Vogue is owned by Vogue and may not be otherwise used by Advertiser or third parties without Vogue’s prior written consent.
M. Advertising Rates
Rates contained in advertising orders that vary from the rates listed herein shall not be binding on Vogue and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective with the January 2010 issue. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Advertising in issues thereafter will be at the rates then prevailing.
N. Rate Base Guarantees
Rate base guarantees are made on an annual twelve month average.
O. Terms of Sale
An agency commission of 15% will be allowed for recognized agencies. Payment is due thirty (30) days from the date of invoice. Interest will be charged at a rate of 1.5% per month on past due balances. Vogue may at its option require cash with order or change payment terms.
P. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Vogue relating to advertising must be brought in the state or federal courts in New York, New York. The parties hereby consent to the jurisdiction of the state or federal courts in New York, New York in connection with actions relating to advertising.
Q. Entire Agreement
The foregoing terms and conditions shall govern the relationship between Vogue and Advertiser and/or Agency. Vogue has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or senior executive of Vogue, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Vogue. Failure by Vogue to enforce any of these provisions shall not be considered a waiver of such provision.
Copyright © 2010 Condé Nast. All Rights Reserved.
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