These Terms and Conditions apply to Content Syndication Program (“Program”) defined in the Contract between Haymarket Media, Inc. (“HMI”), a New York Corporation and the Client.
The success of the program defined in the Contract is reliant upon the Client providing any and all materials and approvals required for the program along with adhering to all required timelines. Any delay or failure to provide required materials or approvals can adversely impact program effectiveness and associated costs and may require a change order of the Contract. Materials must be pre-approved and delivered three (3) business days before the campaign launch date.
Nothing in the Contract shall be construed to transfer ownership of any pre-existing intellectual property rights or trademarks of either Party. However, Client hereby grants a non-exclusive license to HMI to use Client Mark for the purposes required under the applicable Contract subject to these Terms and Conditions in order for HMI and other third parties to promote, fulfill their obligations or exercise their rights for the Program.
Indemnification by HMI. HMI shall indemnify, defend, and hold harmless Client and its affiliates, officers, directors, employees, and agents from and against all liabilities, losses, costs and expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (i) any willful misconduct or negligent act or omission of HMI and/or its affiliates; (ii) any violation by HMI and/or its affiliates of any local, state, or federal law, rule, or regulation applicable to the performance of HMI’s obligations under the Contract; (iii) performance by HMI and/or its affiliates of the services hereunder, including any infringement of copyright or other intellectual property right of any kind whatsoever (excluding infringement by Client’s products, trademarks, trade names, service marks, etc., of others’ patents, names or marks); or (iv) HMI’s breach of Contract.
Indemnification by Client. Client shall indemnify, defend, and hold harmless HMI and its affiliates, officers, directors, employees, and agents from and against all liabilities, losses, costs and expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (i) any willful misconduct or negligent act or omission of Client and/or its affiliates; (ii) any violation by Client and/or its affiliates of any local, state, or federal law, rule, or regulation applicable to the performance of Client’s obligations under the Contract; (iii) performance by Client and/or its affiliates of the services hereunder, including any infringement of copyright or other intellectual property right of any kind whatsoever (excluding infringement by HMI’s products, trademarks, trade names, service marks, etc., of others’ patents, names or marks); or (iv) Client’s breach of Contract.
Qualified Lead Definition: HMI leads are individuals that meet the Client’s criteria defined in the Contract and who provide their complete contact data. Leads are reviewed through a quality assurance process before contact and response data is provided to Client as a Qualified Lead.
HMI will provide Client with lead reports and campaign updates weekly or as defined in the Contract. In the unlikely event there leads do not meet the defined criteria or if the lead contact information is no longer correct, Client can reject leads up to five (5) business days after delivery of the lead report. Client shall notify HMI within ten (10) business days of any potential discrepancy for good faith resolution. Should the resolution require replacement of leads, additional Qualified Leads will be provided, however, the combined total will not exceed the quantity on the Contract.
If HMI fails to meet the minimum filtered lead guarantee as detailed in the Contract, replacement leads, up to the guaranteed minimum number of leads, will be delivered by HMI within two (2) weeks from the originally contracted campaign end date.
Where applicable, campaign proofs will be provided for Client approval within two (2) business days after assets are received by HMI. Removing or adding assets to the campaign require a turnaround time of three (3) business days.
Cancellation by Client
Client may terminate Contract upon fifteen (15) days written notice after an initial 30 day period from the launch of the campaign. If Client cancels, HMI makes no guarantees as to the number of Qualified Leads delivered. The Client will be responsible for all Qualified Leads delivered and the Client will be invoiced and responsible for payment for all leads captured until the date of termination on a prorated basis.
Payment is due thirty (30) days from invoice, unless otherwise stated on Insertion Order. If Client fails to make a payment required by the payment terms of the Contract, HMI may terminate the Contract without further notice and without obligation to refund monies previously paid. In the event HMI refers to Client’s account to a collection agency or attorney due to non-payment, Client will be liable for all of HMI’s costs and expenses incurred in connection with Client’s non-payment, including, without limitation, court costs and reasonable collection or attorney fees.
Each Party will hold the Confidential Information of the other Party in strict confidence and treat that information with the same degree of care as it uses in dealing with its own confidential information, but no less than a reasonable degree of care. Each Party will use the other Party’s Confidential Information solely for the purposes of the Contract. Confidential information includes, but not limited to, business plans, strategies, and trade secrets of either Party. The details of the Contract or information should be identified as confidential or by its nature would reasonably be understood to be confidential. Either Party may share such Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and if they have agreed with either Party in writing to terms at least as restrictive as those in the Contract. Other than as allowed in the preceding sentence, each Party will not disclose or make such Confidential Information available to any third party, except as specifically authorized by the Disclosing Party in writing. The Receiving Party’s obligations do not apply to information that: (a) was known to them without restriction before receipt from the Disclosing party; (b) is publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Disclosing Party without reference to any Confidential Information as demonstrated by written records. The Receiving Party may disclose Confidential Information when compelled to do so by law, but only if it: (a) promptly provides prior notice to the Disclosing Party and an opportunity for the Disclosing Party to seek a protective order, and (b) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure. Upon the Disclosing Party’s written request, the Receiving Party will promptly return all Confidential Information and copies, or certify in writing that it has destroyed all such materials.
Compliance with Laws, Rules, and Regulations
Client and HMI agrees that any matters pertaining to the performance of the services shall be in compliance with all applicable local, state, federal laws, rules and regulations.
HMI will provide leads permissioned for marketing purposes by Client upholding US CAN-SPAM and CASL requirements.
These Terms and Conditions shall in all respects be governed, construed and interpreted in accordance with the laws of the State of New York. Venue and exclusive jurisdiction of any dispute arising out of these Terms and Conditions shall be in courts of competent subject matter jurisdiction in New York, New York.