Display of Advertising Material
Spy Newspapers (Chestertown Spy, Talbot Spy, Cambridge Spy, and Centreville Spy) may redesign their sites at any time and at their discretion. If a redesign materially and adversely affects the placement of one or more advertisements, or if the Spy Community Media Fund is otherwise unable to display such advertisements, the Fund will work with the advertiser to display the affected advertisements elsewhere in comparable areas of the Spy Community Media Fund network.
The advertising inventory under this Insertion Order is for use solely by the Advertiser and may not be transferred or used by any third party.
Any guarantees are based on impressions (as measured by the Spy Community Media Fund in accordance with its standard methodologies and protocols), not on click-throughs. The Fund will provide the Advertiser with standard usage reports related to the advertisements, which may not be shared with third parties without the Fund’s prior written consent.
Advertisers must provide all necessary artwork and active URLs to the Spy Community Media Fund within the specified timeframe and in accordance with the current Advertising Specifications.
The Spy Community Media Fund reserves the right to reject or discontinue advertisements at any time. In such cases, the Advertiser will be responsible only for a pro-rata portion of payments due, based on impressions delivered (“Pro-rata Payments”).
Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through its advertisements or website and shall collect and remit all applicable taxes related to such sales or licenses.
Legal Terms & Conditions
License and Warranties. Advertiser grants the Spy Community Media Fund the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit, and promote the advertisements and any linked content through the Fund’s websites. Advertiser certifies that it has all necessary rights and permissions to offer, sell, and/or license the products and services advertised, and that the advertisements and related content comply with all applicable laws, regulations, and third-party rights. Advertiser further certifies that all advertisements comply with the Fund’s written policies, including privacy and advertising standards.
Trademarks. Advertiser shall not use, display, or modify the Spy Community Media Fund’s trademarks without prior written consent.
Limitation of Liability; Disclaimer; Indemnification. (A) Except as otherwise provided under confidentiality, solicitation, tax, and indemnity provisions, damages under this agreement shall be limited to direct damages. (B) The Spy Community Media Fund makes no representations or warranties, express or implied. The Fund’s total liability under this agreement shall not exceed the advertising fees actually paid by the Advertiser. (C) Each party (“indemnifying party”) agrees to indemnify, defend, and hold harmless the other party and its officers, directors, agents, affiliates, and employees from all claims, liabilities, losses, expenses, damages, and costs (including reasonable attorneys’ fees) arising from any material breach of these Terms and Conditions.
Related Limitations and Covenants. Neither the Spy Community Media Fund nor its affiliates shall be liable for any error in advertisements beyond crediting the Advertiser for the space materially affected, provided the Fund is notified within 48 hours of the posting error. The Fund does not guarantee any specific level of circulation, distribution, reach, or readership. Advertisers and their agencies assume joint liability for all advertisement content and any resulting claims. Any advertising copy that might be mistaken for editorial or non-advertising material must be clearly marked “Advertisement.” The Fund shall not be liable for any technical malfunction, computer error, data loss, or other disruption. If an account is referred for collection, the Advertiser and agency shall be responsible for all collection costs, including attorneys’ fees and court costs.
Solicitation; Privacy Policy; User Information
Advertiser shall not send unsolicited commercial emails or other online communications (“spam”) through or into the Spy Community Media Fund system and must comply with all Fund email policies. Advertiser shall ensure its collection and use of user information complies with all applicable laws and the Fund’s privacy policies. Advertiser shall not disclose or allow others to use such user information in connection with any product or service competitive with the Spy Community Media Fund. This obligation shall survive for two (2) years following termination of this agreement.
Confidentiality
Both parties shall keep the terms and existence of this Insertion Order confidential. Neither may issue a press release or public statement related to it without the other’s prior written consent.
Termination
Either party may terminate this Insertion Order upon a material breach by the other party that remains uncured after ten (10) days’ written notice. The Spy Community Media Fund may also terminate the Insertion Order upon a material breach by Advertiser of any other agreement between the parties or at any time upon thirty (30) days’ written notice (or shorter if continued display poses potential liability or reputational risk). In such cases, Advertiser will be responsible only for Pro-rata Payments unless the termination results from Advertiser’s material breach, in which case all payment obligations shall survive.
Miscellaneous
This Insertion Order constitutes the entire agreement between the Advertiser and the Spy Community Media Fund and supersedes all prior agreements regarding the subject matter. If signed by an agency on behalf of the Advertiser, the agency represents that it has full authority to bind the Advertiser and ensure compliance with all terms. The Advertiser may not assign this Insertion Order or any rights or obligations without the Fund’s written consent. This agreement shall be governed by the laws of the State of Maryland, without regard to conflict-of-law principles. Advertiser irrevocably consents to the exclusive jurisdiction of state and federal courts in Maryland for any disputes arising hereunder.