Terms & Conditions
© CQ-Roll Call, Inc. All rights reserved.
These terms supplement, are in addition to, and amend, the IAB-AAAA industry standard terms, and the terms herein shall govern in the event of any conflict therewith.
All material appearing on this site is copyrighted. All rights reserved. CQ Roll Call, Inc., does not convey any license, right, title or interest in any information — including information provided to CQ Roll Call from third parties — transmitted via any CQ Roll Call publication or electronic transmission unless previously specified in writing. No part of any CQ-Roll Call publication or transmission may be republished, reproduced, transmitted, downloaded or distributed by any means, whether electronic or mechanical, without prior written permission of CQ-Roll Call, Inc. Unauthorized reproduction or transmission of CQ-Roll Call copyrighted material is a violation of federal law carrying civil fines of up to $100,000 and serious criminal sanctions or imprisonment.
Advertising Terms & Conditions Appendix
If an Agency enters this Agreement on behalf of any Advertiser, then Agency represents and warrants that it is authorized to enter into the Agreement on behalf of Advertiser and that the Agreement is fully binding on Advertiser. If an Advertiser enters into the IO directly, all of the obligations of “Agency” in the IAB-AAAA Terms will be deemed to be obligations of Advertiser. Media Company (also referred to as “Publisher”) will have no obligation to agree to any proposed revision of a previously agreed IO, including without limitation any change to, or substitution for, the Ad, any change to the positioning of the Ad or any change to the campaign run dates. Any purchase order, insertion order or other terms issued or provided by the Advertiser or Agency with respect to the campaign that is the subject of this IO, not fully and mutually executed by the parties, will be of no force or effect and is not binding. Publisher has the right to optimize campaigns for purposes of seeking better performance, even if optimization may result in uneven delivery of inventory. Advertiser consents and gives license to allow Publisher the right to use Advertiser’s name on its web site, social media sites and in marketing materials, in a listing of companies that are using or have used its services. In the event that actual Deliverables for any campaign fall below (or are expected to fall below) guaranteed levels (if any), Publisher’s liability, if any, will be limited to Publisher, as it determines in its discretion, providing makegoods (which may include an extension of service until the guaranteed delivery volume has been achieved, or substitution with alternate promotions having similar overall value). Sections II.b. and V.a (except subsection iv) of the IAB-AAAA Terms will not apply with respect to this IO. Any credit provided to Advertiser that has not been used by the date that is 12 months after the date on which the credit is issued will be forfeited. Publisher will not be required to refund any payment to Agency or Advertiser upon termination or expiration. Publisher will not in any event have any liability with respect to any under-delivery that is due to late delivery by Advertiser or Agency of any Ad, creative, copy or other material or to any other failure or delay by Advertiser or Agency. Publisher has the right in its discretion to refuse to run or remove any Ad at any time.
As used herein, “Native Advertising” shall mean any paid content or advertising that bears a similarity to news, feature articles, product reviews, entertainment, or other editorial or unpaid content or materials surrounding it. Each party represents, warrants and covenants that it will require all materials provided pursuant to this Agreement to distinguish between paid and editorial content and otherwise comply with the FTC rules and guidelines regarding Native Advertising (the “FTC Guidelines”). Agency and Advertiser represent and warrant that (a) Agency and Advertiser have the right to provide the Ad to Publisher and to authorize Publisher to reproduce, display, distribute, exhibit and publish the Ad, (b) the Ad and Publisher’s reproduction, display, distribution, exhibition and publication of the Ad will not infringe upon, violate or give rise to any adverse claim with respect to any intellectual property, proprietary or personal rights of any third party or violate any law. Notwithstanding anything to the contrary contained in the IAB-AAAA Terms, Agency and Advertiser are jointly and severally responsible for the payment of all amounts due for advertising published by Publisher pursuant to this IO. Agency or Advertiser shall pay any applicable taxes or other charges which may be imposed on any advertising or other deliverable or service in addition to the rates set forth in this IO. Notwithstanding anything to the contrary, including in the IAB-AAAA Terms, Publisher may use commercially reasonable efforts to, but cannot guarantee, any requirements purporting to require Publisher to (i) comply with any Editorial Adjacency Guidelines; (ii) detect and prevent fraudulent traffic; (iii) place Ads on sites targeting a USA based audience (but it not responsible for filtering out any non-USA based traffic nor reducing impressions or payments as a result thereof); (iv) comply with any restrictions, requests or policies with respect to DMA or Geographic limits, Audience Guarantees, Viewability, Third Party Ad Server Policies, Programmatic, Real Time Bidding, Biddable Deliverables, and/or Tolerance Ranges, Ad Tags, and other similar restrictions, requests or policies (collectively, clauses (i) through (iv), “Offending Impressions”); and in the event of any alleged or suspected Offending Impressions, the sole remedy of the parties is to discuss and endeavor in good faith to find a mutually agreeable solution. Notwithstanding anything to the contrary, including in the IAB-AAAA Terms, in the event of any discrepancy between ad serving numbers or traffic reports, Publisher’s numbers shall govern unless otherwise mutually agreed; provided that the parties shall discuss and endeavor in good faith to find a mutually agreeable solution.
Publisher indemnifies Advertiser from any against actual out of pocket costs to Advertiser as a direct result of any infringement of an unaffiliated third party’s intellectual property rights by Publisher, except if caused by Agency or Advertiser or a third party. Agency and Advertiser (each, an “Indemnitor”) will defend, indemnify and hold harmless Publisher and its affiliates and each of their respective officers, directors, agents, employees, subsidiaries, shareholders, partners and members (collectively, “Indemnitees”) from any and all claims, demands, losses, liabilities, damages, costs and expense (including reasonable attorneys’ fees) which may be asserted against, imposed upon, or suffered by any of the Indemnitees, or which may be claimed by any person as a result of, arising out of or related to the breach or violation of Indemnitor’s representations, warranties or obligations in this Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL PUBLISHER’S MAXIMUM AGGREGATE LIABILITY TO ADVERTISER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, OR ANY AD, WHETHER SUCH LIABILITY IS UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER BY ADVERTISER HEREUNDER PURSUANT TO THIS IO DURING THE SIX MONTH PERIOD ENDING ON THE DATE ON WHICH THE CLAIM ACCRUED.
Upon termination of this IO or the Agreement for any reason, all outstanding amounts owed to Publisher shall become immediately due and payable in full, regardless of any credit terms that may have been applicable to Agency or Advertiser. For purposes of Section XIV.d. of the IAB-AAAA Terms, the Agreement will be governed by the laws of the State of Virginia and any claims, legal proceedings, or litigation arising in connection with this IO will be brought solely in courts located in Northern Virginia, and the parties consent to the jurisdiction of such courts. This IO may only be terminated or canceled by Advertiser as expressly set forth herein. Without limiting the generally of the no-refund language herein above, Non-CPM Commitments (defined below) are non-cancellable and non-refundable. As used herein, Non-CPM Commitments mean any fees for anything other than standard CPM based advertising inventory, including without limitation, any fees or charges for any and all Custom Materials (such as but not limited to customized work, custom content, production and/or development fees, etc.), plus any events related charges or commitments, influencer activations, etc.
If the IO calls for creation of Custom Material (e.g., without limitation, custom production work, ad copy, etc.), then unless otherwise specified in the IO, (a) Advertiser will have the right to publish and exhibit the Custom Material via Advertiser’s owned and operated website and social media channels from the start date and through the end date for the campaign specified in the IO (unless the IO specifies more limited publication or exhibition rights, in which case the terms in the IO will govern) and (b) Publisher will own all Custom Material (without limitation of Advertiser’s ownership rights with respect to any material provided by Advertiser or Agency for inclusion in the Custom Material). When publishing or exhibiting Custom Material, if Publisher requests, Advertiser shall provide credit to Publisher in a form specified by Publisher. Advertiser shall comply with all applicable laws, regulations and industry or regulatory guidelines or guidance in connection with its use of Custom Material (including, without limitation, making all necessary disclosures). If the IO calls for creation of Custom Material, then unless otherwise specified in the IO, upon termination of the IO or the Agreement for any reason, Agency and/or Advertiser shall pay to Publisher all production costs and any other expenses or charges incurred by Publisher prior to the effective date of termination in connection with development, planning or preparation of any Custom Material, and Agency and/or Advertiser shall pay to Publisher one hundred percent (100%) of the amounts otherwise due to be paid to Publisher with respect to the Custom Material.
For events (whether online/virtual or in person), unless otherwise stated in the IO, at least 50% of all costs shall be invoiced and payed in advance, promptly upon execution of the IO, and the remaining portion shall be paid in full in advance of the event. All such events payments are non-refundable. Events are non-cancellable by Advertiser (and, if cancelled by Publisher for Force Majeure, Advertiser will pay all out of pocket costs and expenses associated therewith, unless Publisher otherwise expressly waives such costs and expenses in a written and executed change order). Each party retains ownership of all materials and intellectual property it brings to, uses for, or creates for, any events, unless otherwise stated in the IO. Publisher or its agents may make recordings of or at any event. Advertiser consents to such recordings and agrees that these and any other recordings or photographs taken by or on behalf of Publisher at the events shall be owned by Publisher with all rights therein and thereto. After each event, if mutually agreed expressly in writing, Publisher will provide Advertiser with one (1) copy of the main recording (“Advertiser Copy”), provided as is and without warranty. Advertiser may distribute, display, or provide the Advertiser Copy, in whole or in part, to the general public in any form or medium, including without limitation, via the Internet; provided Advertiser will not use the Advertiser Copy, to defame or disparage Publisher or the event, or in any way to violate any laws or infringe any rights.
Publisher will use reasonable efforts to put in place certain measures to reduce the spread of COVID-19 at its appliable activities, facilities and events (individually & collectively “Publisher Activity”); however, Publisher cannot guarantee that you, your applicable employees, officers, directors, members, guests, agents and/or representatives, and each of your and their respective family members, attending or participating in any Publisher Activity (collectively, “Your Parties”) will not become infected with COVID-19 if they attend or participate in any Publisher Activities &/or interact with any Publisher Party (defined below) or other guests, visitors or attendees, which could increase the risk of Your Parties contracting COVID-19. You acknowledge that Your Parties are solely responsible for their health, and will maintain safe practices, such as (without limitation) social distancing, wearing appropriate personal protective equipment and following any and all applicable CDC guidelines and recommendations, not only to prevent contracting COVID-19, but also to prevent passing COVID-19 to other parties. You represent and warrant that, to the best of your knowledge, as of the effective date, none of Your Parties have COVID-19, were recently diagnosed or tested positive to have COVID-19, nor experienced COVID-19 symptoms, and have not recently travelled internationally nor visited any area within the U.S. that was reported to be highly affected by COVID-19. To the extent permitted by applicable laws, in order to assist with public health and contact tracing, you agree to notify Publisher of any change in the status of these representations and warranties herein, whether before any Publisher Activity (in which case, any of Your Parties so affected are not to attend or participate) or in the first 30 days afterwards. As used herein, “COVID-19” means coronavirus COVID-19 plus similar, related or mutated strains deriving therefrom and other similar or related viruses or diseases including those that could be communicated or caused directly, or indirectly from lowered immunity due to any of the foregoing. You choose to accept the risk of Your Parties contracting COVID-19 in order to attend or participate in any Publisher Activity. You voluntarily agree to assume all of the foregoing risks and accept sole responsibility for any injury to Your Parties (including, but not limited to, personal injury, disability, and death), illness, damage, loss, claim, liability, or expense, of any kind, that you may experience or incur in connection with, or as result of, attending or participating in Publisher Activity (“Claims”). You and Your Parties hereby forever release and waive their right to bring suit against the Publisher, its employees, officers, directors, members, agents and/or representatives (each a “Publisher Party”) related to the Claims, including all liabilities, claims, actions, damages, costs or expenses of any kind arising out of or relating thereto. You understand and agree this release includes any Claims based on actions, omissions, or negligence of any Publisher Party. You understand that this waiver means you give up your right to bring any Claims including for personal injuries, death, disease or property losses, or any other loss to Your Parties, and give up any claim you may have to seek damages, whether known or unknown, foreseen or unforeseen. You agree to indemnify, defend, and hold harmless the Publisher Parties from and against any and all costs, expenses, damages, claims, lawsuits, judgments, and/or liabilities (including attorney fees and court costs), whether arising directly or indirectly claims made by or against the Publisher Parties due to bodily injury, death, loss of use, monetary loss, and/or any other injury from or related to Your Parties participation in or attendance at any Publisher Activity, and/or the breach by you of any of the representations or obligations herein, whether caused by the acts, omission, and/or negligence of the of Publisher or otherwise specifically related to Covid-19. It is currently anticipated that there will be one or more in-person live events at one or more physical locations (each, an “In-Person Event”). However, Publisher may elect to convert one or more In-Person Events instead to an online virtual event (each, a “Virtual Event”), e.g., due to safety reasons, governmental or administrative quarantine or shutdown (even if partial, if adversely impacting the applicable event) or other force majeure, including unavailability of suitable mutually agreed venue, or anticipated low attendance due to any of the foregoing.
GDPR Data Protection
- The parties acknowledge that each will be an independent Data Controller or a Data Processor in order to fulfil their obligations from time to time under the Agreement. Each of the parties warrant and undertake that they will comply with the requirements of applicable data protection laws and regulations from time to time including the Data Protection Act 1998 of the United Kingdom, Regulation (EU) 2016/679 (the General Data Protection Regulation 2016 or “GDPR”)) and similar regulations in other jurisdictions and that the parties will acquire all third party rights and consents necessary to fulfil its responsibilities under this Agreement (as applicable). Any references herein to Data Controller or Data Processor will have the same meaning as is defined in the GDPR, and such references will apply to each party as the specific circumstances require.
- Further, should the Data Processor receive and/or process Personal Data (as defined below) as part of the services, the Data Controller acknowledges and agrees that such Personal Data of EU citizens may be accessed or sent outside of the European Economic Area in accordance with data processing and security standards.
- The Data Processor acknowledges that any customer or other personal or personally identifiable information received by it from or collected or developed by it for or on behalf of Data Controller or any part of it (“Personal Data”) will constitute confidential and proprietary information of Data Controller and that its use and security is governed by law. Without prejudice to the generality of paragraphs 1 and 2 above, the Data Processor will therefore treat the Personal Data accordingly and without limitation agrees and warrants that:
- it will keep Personal Data confidential and only process the Personal Data in accordance with and for the purposes set out in, instructions received from time to time from Data Controller persons acting on Data Controller’s behalf or Data Controller’s employees for the purpose of processing Personal Data under the Agreement;
- it has and will at all times during the term of this agreement have, appropriate technical and organizational measures in place to protect any Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. The Data Processor further agrees and warrants that it will have taken all reasonable steps to ensure: (i) the reliability of any of the Data Processor ’s staff who will have access to Personal Data and (ii) that Personal Data will only be available to such staff members who need to have access to it and have been trained to a suitable standard for compliance with applicable laws;
- it will allow Data Controller or its representative access to any relevant premises owned or controlled by the Data Processor on reasonable notice to inspect its procedures, including as described at (ii) above;
- it will consider all reasonable suggestions which Data Controller may put to the Data Processor to ensure that the level of protection the Data Processor provides for Personal Data is in accordance with these terms and the GDPR;
- it will ensure that the Data Processor and any third parties it uses in accordance with the Agreement have appropriate privacy notices, consents and mechanics to deal with data subject’s rights and to process Personal Data in order to perform the services under the Agreement, in each case in accordance with the GDPR and all applicable laws;
- it will deal promptly and properly with all enquiries from Data Controller relating to its processing or use of the Personal Data;
- it will notify Data Controller forthwith if a legally binding request for disclosure of the Personal Data is made, or if the subject of any Personal Data (“Data Subject”) makes a request for disclosure of the Personal Data or exercises any of a Data Subject’s other rights under the GDPR in respect of his/her Personal Data; Data Processor will not respond to any such Data Subject request without the prior written consent of Data Controller;
- it will, in any of the circumstances in (vii) above co-operate and provide assistance and information as reasonably requested by Data Controller to enable Data Controller to comply with all its obligations under the GDPR;
- if it sub-contracts to any third party any of its obligations to process Personal Data on behalf of Data Controller, it will only do so after the Data Processor has confirmed who the subcontractor is and Data Controller has had the opportunity (whether or not it exercises that opportunity) to assess-subcontractors technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
- on termination of the Agreement or at the earlier request of Data Controller, the Data Processor will return all the Personal Data and copies thereof, whether or not in machine readable form, to Data Controller and/or destroy such Personal Data and certify Data Controller that it has done so, unless legislation imposed on the Data Processor prevents it from doing so. In that case, the Data Processor warrants that it: (i) will maintain the confidentiality of the Personal Data and will not process or use it any more except as instructed by Data Controller, and (ii) will destroy the Personal Data within a reasonable time period after such legislation ceases to prevent such action.