Marketing Terms & Conditions
Marketing Opportunities & Virtual Event Contract
The below terms and conditions apply to the marketing services described in the Marketing Opportunities or Virtual Event Contract (hereinafter collectively the “Contract”) made between Diversified Communications doing business as described above (“Diversified” or “Publisher”) and the “Advertiser” or “Company”. In consideration of the mutual promises and covenants contained in this Contract, the parties hereto agree as follows:
1. Advertising. Publisher shall use reasonably diligent efforts to provide the marketing services described above including the Internet-related or print advertising outlined within this Contract. Any advertising or other content, graphics, materials or digital assets submitted by Advertiser must be in form and substance acceptable to Publisher and must be in compliance with commonly accepted industry standards including but not limited to the content limitations set forth in Publisher’s Terms of Use at www.divcom.com/images/TermsOfUse.pdf, as well as any standards it imposes in its discretion, to ensure the published content is relevant to the industry members who make up the audience targeted by the Advertiser (hereinafter said standards are “Publisher’s Standards”).
2. Virtual Event. If Advertiser’s chosen marketing involves participation in one or more Virtual Events, Publisher shall make best efforts to promote and register the anticipated number of participants in the overall Virtual Event and/or Advertiser’s particular virtual session (as applicable) and to deliver other agreed benefits outlined in the Contract including the agreed upon number of leads. In the event a third party is engaged by Diversified to facilitate the organization of the Virtual Event Advertiser agrees it will abide by any further terms and conditions imposed by that provider and set forth on its website or within its application.
3. Refusal. Publisher reserves the right to refuse to publish advertising for Advertiser or for any party whose product, service, or proposed advertisement is not in keeping with the character of the relevant Virtual Event or Diversified publication, or whose advertising materials/content do not comply with Publisher’s Standards. Further, if Advertiser has outstanding unpaid balances owed to Diversified or any affiliate, payments received may be applied to such overdue balances at Diversified’s discretion before requested marketing is provided.
4. Payment. Advertiser shall pay the advertising fees to the Publisher on the dates set forth in this Contract.
5. Marketing Start Dates. Publisher requires all advertising or other content, graphics, and other materials be submitted by Advertiser as requested in writing by Diversified’s representative. Failure to comply with Publisher’s Standards or due dates may result in the delay of the delivery of the marketing services. Further Publisher reserves the right not to run Advertiser’s campaign at all and still hold Advertiser liable for all fees associated with the creation, development and design of advertising deliverables associated with this Contract if the campaign is delayed or cancelled due to Advertiser’s failure to comply with Publisher’s standards or due dates.
6. Indemnity. Advertiser shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Advertiser’s advertisements served by Publisher pursuant to this Contract and/or any materials to which any Diversified website users can link through from those advertisements as well as to the content of articles, webinars, white papers, surveys or any other materials provided to Publisher related to this Contract.
7. Limitation of Liability.
(a) Under no circumstances shall Publisher be liable to Advertiser or any third party for indirect, incidental, consequential, special or exemplary damages (even if advised of the possibility of such damages), arising from this Contract, such as, but not limited to, loss of revenue or anticipated profits or lost business, costs of delay, or liabilities to third parties arising from any source.
(b) Publisher disclaims any and all representations and warranties, including without limitation any regarding merchantability, fitness for particular purposes, suitability, quality or otherwise with respect to any Diversified Virtual Event (regardless of where it is hosted), Diversified website or Diversified printed publications and makes no guarantees that the Advertiser will experience increased business from its advertising or that all leads generated will allow for their contact information to be shared.
(c) In no event shall Publisher be liable in any way to Advertiser for an amount greater than the payment owed to Publisher set forth in this Contract.
(d) If Advertiser’s guaranteed number of leads is not delivered on the schedule initially expected, Diversified will continue to market and promote until the lead guarantee is achieved. It shall not be obligated to issue a refund or any consideration other than continued promotion of the Advertiser’s content and materials.
(e) Publisher would not have entered into the Contract but for the limitations contained within this section.
8. Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. Publisher shall have the right to place Advertiser’s logo, trade name and trademark on any advertising or other content from Advertiser and to otherwise use such items in connection with the purposes of this Contract. This right shall be limited to a non-exclusive license having the usage terms defined more specifically herein. To the extent that the advertisement includes any survey, white paper, research report, or webinar which Diversified prepares utilizing resources obtained primarily from sources other than Advertiser, Diversified retains all ownership rights in the work product and data collected (if any). Advertiser’s rights in the work product are limited to a non-exclusive license having usage terms as defined more specifically herein.
9. Force Majeure. Neither Publisher nor Advertiser shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including but not limited to acts of war, acts of God, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.
10. Right of First Refusal. Publisher does not guarantee a Right of First Refusal to Advertiser for any previously selected or contracted advertising with any Diversified websites or Diversified printed publications.
11. Miscellaneous. This Contract and any fully executed additional Contracts matching its form shall cumulatively describe the entire agreement between the parties with respect to the subject matter hereof and shall collectively supersede any prior or contemporaneous understandings or written agreements. A Contract having a matching form that is signed and submitted at a later date shall only fully replace and render a prior Contract null and void if said Contract states this intention expressly on its face. No alteration, addition, amendment, or waiver to or of the Contract shall operate to alter the Contract unless affirmed in writing by both parties. No course of dealing between the parties shall operate as a waiver of any of the parties’ rights under the Contract. No delay or omission on the part of either party in exercising a right under the Contract shall operate as a waiver of such right or any other right hereunder. This Contract will be deemed entered into in Maine and will be governed by and interpreted in accordance with the laws of the State of Maine, excluding that body of law known as conflicts of law.
12. Refund Policy. Publisher has a no refund policy and as such, all fees associated with this Contract are non-refundable once paid, except as may be otherwise set forth in the Contract.
13.Compliance with Tax and Other Laws. Publisher and Advertiser represent and warrant that each will comply with all applicable local, state, federal and other laws, ordinances, rules, and regulations, including but not limited to data privacy laws. It is the sole responsibility of the Advertiser to report and self-regulate all applicable VAT and other taxes from their country of origin. Advertiser also represents and warrants that it will comply with all applicable laws and its engagement of Diversified will not violate any regulations administered and enforced by the U.S. Department of Treasury Office of Foreign Assets Control’s (OFAC) Sanctions Program. Further if its country of incorporation is subject to further review as required by Diversified Communications sanctions compliance internal procedure, it will provide all information requested in the Questionnaire Addendum provided to it by Diversified and agree to all terms and conditions contained therein.
14. Cancellation Policy. Diversified must receive all cancellations in writing. Written notice of cancellation may be provided by mail or e-mail to Diversified Communications, PO Box 7437, 121 Free Street, Portland, ME 04112-7437. If a Campaign Start Date is agreed upon in writing then the cancellation fee shall be equal to the total cost of the fees associated with work done and resources deployed by Diversified up to that point, as determined in its reasonable discretion. If the advertising was reduced prior to an agreed upon Campaign Start Date, the net reduction will be treated as a cancellation of that advertising package(s). Cancellations received after a Campaign Start Date shall be subject to a fee of 100% of the total cost of the advertising package. Cancellations of Contracts for Virtual Events shall be subject to a fee of 100% of the total fees regardless of the date the Virtual Event is scheduled to be held, in consideration of the upfront fees and costs incurred by Diversified to prepare and promote Advertiser’s Virtual Event space/page. The Advertiser acknowledges and agrees that Diversified shall be entitled to retain the payments described above with respect to any cancellation and if there are outstanding fees owed at that time, they shall be payable immediately.
Revised October 28 2021