TERMS AND CONDITIONS FOR ADVERTISING AND DIGITAL MEDIA SERVICES AGREEMENT
These Terms and Conditions (“Agreement”) govern all advertising and media services contracted by the advertiser or its authorized agency (“Advertiser”) with Amaturo Sonoma Media Group or any of its subsidiaries or affiliates (“Media Company”).
1. PAYMENT AND BILLING
1.1 Billing Cycle
Media Company will bill Advertiser monthly based on a fiscal calendar, unless otherwise agreed in writing.
1.2 Payment Terms
First payment is due 30 days in advance of service, unless otherwise agreed in writing, upon receipt of invoice. All other payment is due upon receipt of invoice. Billing disputes must be submitted in writing within thirty (30) days of invoice date. Any undisputed amounts must be paid on time.
1.3 Agency Liability
If an agency is executing this agreement on behalf of an Advertiser, both the Agency and the Advertiser agree to be jointly and severally liable. Sequential liability is not accepted unless approved in writing by an executive of Media Company.
1.4 Late Payments
Late payments may result in service suspension, cancellation of campaigns, or additional late fees.
2. TERM AND TERMINATION
2.1 Non-Cancelable Orders
Unless otherwise agreed, orders are non-cancelable upon execution of this Agreement.
2.2 Breach and Termination
Either party may terminate for material breach upon fifteen (15) days written notice if the breach is not cured. Media Company may terminate immediately for non-payment. Upon termination, all charges for services rendered become immediately due.
2.3 Effect of Termination
If terminated due to Advertiser breach, Advertiser shall pay for all contracted services, regardless of whether they have run.
3. SERVICE INTERRUPTION
If an ad or service cannot run as scheduled, Media Company may substitute comparable placement or offer a pro-rata credit. This is Advertiser’s sole remedy for missed placements.
4. ADVERTISING CONTENT AND USAGE
4.1 Creative and Production
Unless otherwise agreed, Media Company or its vendors shall provide production services. Copy created by Media Company remains its exclusive property and may not be used elsewhere without prior written consent.
4.2 Approval and Right of Rejection
All advertising material is subject to Media Company approval. Media Company reserves the right to reject, cancel, or remove any content for any reason, including technical or content standards.
4.3 Advertiser Representations and Warranties
Advertiser warrants that:
- All ad materials comply with all applicable laws and regulations;
- Content is not defamatory and does not infringe on any third-party rights;
- Content is cleared for use across all contracted media;
- It has full rights to authorize Media Company to run the ads;
- Disclosures required by law (including for AI or manipulated content) are included;
- Content is not designed or intended to discriminate based on race, ethnicity, gender or other protected classes.
4.4 Political Advertising
If political or issue-based ads are placed, Advertiser shall provide all disclosures required by applicable federal, state, or local laws, including but not limited to sponsorship ID and AI-disclosure regulations.
5. INDEMNIFICATION
5.1 Mutual Indemnity
Each party agrees to indemnify and hold harmless the other party and its affiliates, employees, and agents from third-party claims arising out of that party’s breach of this Agreement or violation of law.
5.2 Advertiser-Specific Indemnity
Advertiser agrees to indemnify Media Company against claims arising from:
- Ad content (e.g., libel, intellectual property infringement, deceptive claims);
- Advertiser websites or landing pages;
- Noncompliance with applicable regulations.
6. LIMITATION OF LIABILITY
6.1 No Guarantee of Results
Services are provided “as is.” Media Company disclaims warranties of performance, including impression levels, conversions, or specific outcomes.
6.2 Liability Cap
Neither party shall be liable for indirect or consequential damages. Total liability under this Agreement is capped at the amount paid by Advertiser in the twelve (12) months preceding the event giving rise to liability.
7. TAXES AND LEGAL FEES
Advertiser is responsible for all applicable sales, use, or gross receipts taxes. In case of legal action for collection or enforcement, Advertiser agrees to pay all associated legal fees and court costs.
8. NON-DISCRIMINATION POLICY
Media Company does not accept or run ads intended to discriminate on the basis of race, ethnicity, gender or any protected category. Advertiser affirms that its content complies with this policy.
9. ADDITIONAL TERMS
9.1 Assignment
Advertiser may not assign this Agreement without prior written consent. Media Company is not obligated to perform for any party other than the named Advertiser.
9.2 Entire Agreement
This document, together with any referenced exhibits or insertion orders, constitutes the full Agreement between the parties.
9.3 Third-Party Beneficiaries
Media Company’s vendors and suppliers are intended third-party beneficiaries of indemnity provisions.
9.4 Applicable Law
This Agreement is governed by the laws of the state where the Media Company office executing the agreement is located.
9.5 Incorporated Documents
To the extent applicable, the IAB/AAA Terms and Conditions for Internet Advertising Version 3.0 and any standard broadcast advertising terms are incorporated herein by reference. In case of conflict, these Terms and Conditions shall prevail.