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Star Media Group Advertising Terms & Conditions
1. These terms and conditions apply in respect of all advertising including print, digital, distribution of flyers and inserts or otherwise, with Toronto Star Newspapers Limited (including the Toronto Star, thestar.com, Toronto StarTouch and The Kit), Atlantic Free Daily News Group Inc. and Free Daily News Group Inc. (including Metro and Metronews.ca), (as applicable, the “Publisher”). These terms and conditions are deemed to be incorporated into every advertising contract between the Publisher and the advertiser, and all insertion orders are accepted subject to these terms and conditions. The submission of advertising constitutes acceptance of these terms and conditions. References to “advertiser” include advertising agencies placing advertising with the Publisher.
2. Terms, conditions, rates or agreements not set out in these terms and conditions or in the Publisher’s current rate schedules are not binding on the Publisher unless otherwise mutually agreed to and set out in a written document signed by the Publisher. For greater certainty, the Publisher is not bound by any terms or conditions in any insertion order or other advertiser document that conflict with these terms and conditions or that attempt to impose any additional obligations on the Publisher.
3. Deadlines to place and cancel advertising may vary depending on placement of advertising and printing schedules. All creative material must be received by the Publisher at least 5 business days in advance of publication date. Any creative change orders must be made in writing, acknowledged, and received by the Publisher at least 5 business days in advance of requested change date. Unless otherwise agreed to by the Publisher, creative change orders cannot be submitted more than once every 14 days. Advertisement specifications will be provided by the Publisher and such specifications may be amended by the Publisher at any time on notice to the advertiser. All deadlines in these terms and conditions are subject to change. Please confirm deadlines with your sales representative.
4. The parties will adhere to the IAB CANADA STANDARD TERMS AND CONDITIONS AND LATE CREATIVE POLICY FOR INTERNET ADVERTISING in effect at the time advertising is placed with the Publisher (the “IAB Terms”) with regards to late creative.
5. Rates quoted are for advertising. Applicable taxes are extra. The Publisher reserves the right to classify all advertisements. The Publisher may increase advertising rates at any time and all contracts are accepted subject to this condition. The advertiser may cancel any contract without short rate penalty on notice within 15 days after higher rates are made effective by the Publisher. A valid contract must be in place in order to obtain contract discounts. Contingent orders will not be accepted.
6. Extension of credit to advertisers that are agencies is based on the agency's acceptance of liability for all advertising placed by it and billed to its account. No endorsement, statement or disclaimer on any insertion order, cheque or otherwise, including in the IAB Terms, shall act as a waiver of this condition. Notwithstanding anything to the contrary in any insertion order, the IAB Terms, or otherwise, the agency and its client shall be jointly and severally liable to the Publisher for payment. In the event of non-payment of any amount by an agency, the Publisher reserves the right, at its option, to contact and collect payment for advertisements directly from the agency’s client and, if required, to take action against either or both of the agency and its client for payment of such outstanding balance. No such action on the part of the Publisher will relieve the agency of liability.
7. All advertising must be prepaid in advance, subject to extension of credit approval. The withholding of credit approval by the Publisher shall not relieve the advertiser from complying with these terms and conditions. Where credit terms are granted by the Publisher, accounts are due and payable when rendered. Accounts are considered past due if payment is not made within 30 days of billing. Late payments are subject to a late charge equal to 1.5% per month (18% per annum). Payment in foreign currency must be made at the prevailing Canadian rate of exchange. Advertisers will be charged for space occupied from cut-off rule to cut-off rule, not exceeding space ordered. The Publisher will invoice and bill the advertiser for digital impressions or “clicks” based solely on the Publisher’s ad serving statistics. Failure to comply with credit terms and/or to pay invoices may result in the curtailing or withdrawal of credit privileges, and in the Publisher ceasing to accept advertisements from the advertiser.
8. The Publisher will provide access to electronic invoices. Upon request, the Publisher may, at its discretion and at an additional cost to the advertiser, provide access to paper invoices rather than electronic invoices. The Publisher will provide access to electronic newspaper tearsheets. Paper tearsheets will not be provided by the Publisher.
9. If the applicable publication is modified, restricted or curtailed in any way, rates quoted here or in any contract and the size, placement, volume and/or insertion date of any advertisement shall be subject to modification without notice by the Publisher. Press limitations or other causes may require the Publisher to limit the availability of colour, insert distribution and other special classifications from time to time.
10. Unless otherwise mutually agreed in writing, all advertising positions are at the sole option of Publisher. Publisher will try to comply with position requests and other stipulations that appear on insertion orders, but cannot guarantee that such requests will be honoured. Adjustments, reinstatements or refunds relating to the position and/or section in which an advertisement has been published are at the sole discretion of Publisher.
11. The Publisher reserves the right to revise, reject, discontinue or omit any advertisement, or to cancel any advertising contract, for reasons satisfactory to the Publisher in its sole discretion without notice and without penalty to the Publisher. The Publisher may insert the word "advertisement", "advertorial", "advt.", “sponsored advertising”, “sponsored content” or similar description adjacent to any copy. Without limiting the generality of the foregoing, the Publisher reserves the right to move any advertisements to accommodate the purchase of exclusive sponsorships, including the dates on which such advertisements would appear.
12. The printing of key codes used to track coupon redemption is not guaranteed.
13. The advertiser is responsible and liable for all content appearing in advertisements. The Publisher is not responsible for reviewing advertisements for accuracy or quality. The advertiser represents and warrants that all advertisements submitted to the Publisher will not infringe any third party rights (including but not limited to intellectual property rights, personality rights, or rights of privacy).
14. All materials produced by the Publisher will remain the property of the Publisher. Copyright in such materials shall be owned by the Publisher. The advertiser may not modify, alter or republish any such materials without the Publisher’s prior written permission. The Publisher has no obligation to return any materials supplied by the advertiser.
15. The Advertiser grants to the Publisher an irrevocable, non-exclusive, perpetual, royalty free license to display, publish, retain and archive any advertising published by the Publisher on behalf of the advertiser in all forms of media, technology and platforms now known or later developed, including the right to sublicense these rights to third parties.
16. The advertiser agrees to defend, indemnify and hold harmless the Publisher from any claims, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and disbursements) arising out of or relating in any way to the publication of any advertisement, including but not limited to any claim that such advertisement is libelous, defamatory, misleading, prohibited, infringes third party rights, is in violation of applicable law, or otherwise subjects the Publisher to any liability. This indemnity applies to all advertisements published, even if produced by the Publisher on behalf of the advertiser.
17. The advertiser is responsible for ensuring the accuracy of all proofs and corrections to proofs. The liability of the Publisher for damages arising out of errors in advertisements is limited to the amount paid for the space actually occupied by the portion of the advertisement in which the error occurred, whether such error is due to the negligence of the Publisher's employees or otherwise. The liability of the Publisher for damages arising out of non-insertion of any advertisement is limited to the amount received by the Publisher for such advertisement, whether such non-insertion is due to the negligence of the Publisher's employees or otherwise. The Publisher accepts no responsibility for any type of damages whatsoever, including loss of profits, arising from the exercise of any of its rights, non-insertion of any advertisement or any error made in any advertisement whether such error is due to the negligence of the Publisher's employees or otherwise. If an error is made by the Publisher, which in its judgement materially affects the value of an advertisement, a corrected advertisement will be inserted once upon demand without further charge. Such "make good" insertions will not be granted on minor errors, which in the Publisher's judgement do not lessen the value of the whole advertisement, or where the advertisement has been placed past the Publisher's deadlines for submission.
18. The Publisher expressly disclaims all warranties, representations and conditions of any kind, express or implied, by statute or otherwise, to the fullest extent permitted by law. All of the Publisher's limitations of liability and disclaimers set out in these terms and conditions shall apply notwithstanding the breach of a fundamental term or condition or a fundamental breach.
19. The advertiser agrees to comply with all applicable laws with respect to carrying out its obligations under these terms and conditions and in any advertising contract with the Publisher, including those related to privacy, data protection and electronic communications. The advertiser agrees that it will not undertake any conduct that would cause the Publisher to violate any law applicable to the Publisher. The advertiser agrees to abide by prevailing standards applicable to its industry and its activities including, without limitation, those applicable to digital advertising.
20. These terms and conditions are governed by the laws of the Province of Ontario and the laws of Canada applicable therein. To the extent there is any dispute between the parties in respect of these terms, the parties agree to submit to the exclusive jurisdiction of the courts of Ontario in the City of Toronto.