2010 SAN JOSE FASHION WEEK / SJFW MAGAZINE ADVERTISING RATE CARD
COPY CONTRACT TERMS AND CONDITIONS
A. Publisher’s Right To Reject, Cancel or Terminate Orders
San Jose Fashion Week® 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 San Jose Fashion Week®, advertising already run shall be paid for at the rate that would apply if the entire order were published. In addition, San Jose Fashion Week® reserves the right to remove from selected copies of the publication advertisements containing matter that subscribers have deemed objectionable.
San Jose Fashion Week™, 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 San Jose Fashion Week® 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, San Jose Fashion Week® may decide to exercise its right to (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with San Jose Fashion Week® 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. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order or contract or failure to have published the specified number of advertisements, or if at any time San Jose Fashion Week® in its reasonable judgment determines that Advertiser is not likely to publish 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 San Jose Fashion Week® 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) 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 San Jose Fashion Week® in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program.
C. Restrictions on Advertiser’s Cancellation of Advertising Orders
Orders for inside or outside cover pages are non-cancellable. 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-cancellable 15 days prior to closing date. Orders for supplied inserts are non-cancellable the first of the fourth month preceding the date of issue. Orders for all San Jose Fashion Week-produced inserts are non-cancellable without the written agreement of San Jose Fashion Week®. Should San Jose Fashion Week® agree 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 San Jose Fashion Week’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 San Jose Fashion Week’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 San Jose Fashion Week® may, in its discretion, so label such copy.
An accurate facsimile of any furnished insert must be submitted to San Jose Fashion Week® for review prior to the printing of the insert. San Jose Fashion Week® 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 San Jose Fashion Week® arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to San Jose Fashion Week’s specifications. In the event that San Jose Fashion Week® 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 Advertisements
In the event of San Jose Fashion Week’s errors in or omissions of any advertisement(s), including but not limited to those caused by force majeure, San Jose Fashion Week’s liability shall be limited to the amount paid attributable to the space of the error and in no event shall exceed the total amount paid to San Jose Fashion Week® for the advertisement. San Jose Fashion Week® is not responsible for errors in key numbers.
The titles of the magazines published by San Jose Fashion Week®, SJFW Magazine™, are trademarks of That Look Magazine®. Neither the titles nor the logos of the magazines may be used without the express written permission of That Look Magazine®, parent company of San Jose Fashion Week®.
I. Indemnification of San Jose Fashion Week®
Advertiser and its Agency, if there be one, each represent that any advertising (including product samples) submitted complies with all applicable laws and regulations and does not violate the rights of, and is not harmful to, any person, corporation or other entity. As part of the consideration to induce San Jose Fashion Week® to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to indemnify and save harmless San Jose Fashion Week®, 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 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.
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 San Jose Fashion Week®, 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 San Jose Fashion Week® shall constitute an account stated unless written objection thereto is received by San Jose Fashion Week® within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to San Jose Fashion Week®. The rights of San Jose Fashion Week® shall in no way be affected by any dispute or claim between Advertiser and Agency.
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 San Jose Fashion Week®, nor may Advertiser or Agency authorize any others to use any advertising space.
L. Republication of Advertisements
Advertiser and Agency agree that any advertisements published may, at San Jose Fashion Week’s option, berepublished or reused by San Jose Fashion Week® 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. The copyright in any advertisement created by San Jose Fashion Week® is owned by San Jose Fashion Week® and may not be otherwise used by Advertiser or third parties without San Jose Fashion Week’s prior written consent.
M. Advertising Rates
Rates contained in advertising orders that vary from the rates listed herein shall not be binding on San Jose Fashion Week® and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective as of July 2012 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. Orders for issues thereafter will be at the rates then prevailing.
N. Rate Base Guarantees
Rate base guarantees are made on an annual (twelve month) contract-year average.
O. Terms of Sale
An agency commission of 20% 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.
P. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of California applicable to contracts to be performed entirely therein. Any action brought by Advertiser against San Jose Fashion Week® relating to advertising must be brought in the state or federal courts in Santa Clara, California. The parties hereby consent to the jurisdiction of such courts in connection with actions relating to advertising.
Q. Entire Agreement
The foregoing terms and conditions shall govern the relationship between San Jose Fashion Week® and Advertiser and/or Agency. San Jose Fashion Week® has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing by San Jose Fashion Week®, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on San Jose Fashion Week®.