Advertising Terms and Conditions

Submission of any print or online advertising constitutes acceptance of the following Terms and Conditions:

1. TERMS OF PAYMENT. Prepayment is due by the Advertising Space Deadline. Payment under approved credit is due by the 30th day from the date of invoice. Interest accrues on all past-due accounts at the rate of 3% per month or as allowed under applicable law, whichever is greater.

2. DEADLINE FOR SUBMITTING ADS. Ad copy and signed advertising contract must be RECEIVED by Publisher no later than the applicable Advertising Space Deadline. Otherwise Publisher, in its sole discretion and without liability, may refuse to run a submitted ad and may cancel the applicable contract.

3. DEADLINE FOR CHANGE OR CANCELLATION BY ADVERTISER OR AGENCY. Any request to change or cancel an ad must be written and signed by Advertiser or Agency and RECEIVED by Publisher no later than 30 days prior to the applicable Advertising Space Deadline. Otherwise Publisher, in its sole discretion and without liability, may refuse to change or cancel the ad, in which case Advertiser and Agency shall nevertheless be responsible for full payment of net cost and for performing all terms and conditions of the applicable contract. Short rates apply to schedules not completed.

4. PUBLISHER’S DISCRETION. Publisher may, at any time and without liability: (a) Cancel or reject any ad, even if previously accepted by Publisher, if Publisher, in its sole discretion, considers its form or content or links to other web sites (for online ads) to be misleading, in bad taste, adverse to public interest, in violation of applicable law, or otherwise inappropriate for the character of the publication or web site in which it is to be displayed; (b) Place the word “advertisement” with any ad copy, which, in Publisher’s sole discretion, resembles editorial material; (c) In its sole discretion, determine ad location and/or position in the publication or web site, if, after using best eﬀorts, Publisher cannot place ad in exact location/position speciﬁed in the applicable contract; (d) Refuse to publish future ads, if Advertiser or Agency has failed to pay an advertising account when due, has paid with a bounced check or other uncollectible funds, or has otherwise breached the terms and conditions of any ad contract or other agreement with Publisher. Rates are subject to change without notice.

5. LOSS OF EARNED FREQUENCY DISCOUNTS. Cancellation of an ad by Advertiser or Agency for any reason or by Publisher for any of the reasons set forth in these Terms and Conditions may result in an adjustment and resulting increase in the ad fee rate charged hereunder, based on the actual frequency discount rate earned rather than the greater frequency discount rate billed under the applicable ad contract.

6. LIMITATION OF LIABILITY. Except for refund of monies paid for an ad, Publisher shall not be liable to Advertiser or Agency in the event it fails to publish an ad or the ad contains errors attributable to Publisher. For online ads, Publisher shall not be liable to Advertiser or Agency for failure to deliver guaranteed impressions within the contract term, but shall continue to run that advertising until the impressions have been delivered. UNDER NO CIRCUMSTANCES SHALL PUBLISHER BE LIABLE TO ADVERTISER OR AGENCY FOR INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR LOSS OF GOODWILL, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH ANY SUCH CLAIM MAY BE BASED.

7. EXCUSED PERFORMANCE. Publisher shall not be liable to Advertiser or Agency for any delays in the production or distribution of the publication or web site in which an ad is to be displayed, if caused in whole or part by acts of God, governmental or quasi-governmental entities, fires, floods, labour or material shortages, transportation interruption of any kind, systems or other technological failures affecting Publisher’s website, or any other event beyond its reasonable control.

8. WARRANTY AND INDEMNIFICATION. Advertiser and Agency warrant and represent (a) that any ad submitted does not violate applicable law, including the civil and property rights of any third party, and (b) that Advertiser and Agency are authorized to publish same. Advertiser and Agency agree to jointly and severally indemnify, hold harmless and defend at their sole cost Publisher from any liability, loss or expense (including court costs and attorneys’ fees), arising out of any breach of the aforementioned warranties and representations, including but not limited to any third-party claim or lawsuit for libel, plagiarism, copyright or trademark infringement, invasion of privacy or any other claim based on the content and/or form of the advertisement.

9. ADVERTISER/AGENCY LIABILITY. Publisher may rely on the acts and representations of Agency as the acts and representations of, and binding on, Advertiser. Any Agency submitting an ad contract agrees to be jointly and severally liable with Advertiser for all resulting ad fees and production charges due Publisher, regardless of whether Advertiser has first paid Agency for those fees/charges and regardless of whether Publisher has first tried to collect those fees/charges from Advertiser without success.

10. COLLECTION AND LITIGATION COSTS. Advertiser and Agency shall be jointly and severally liable to Publisher for any and all costs incurred by Publisher in attempting to collect past-due ad fees and production charges, including without limitation contingency fees paid collection agencies and/or attorneys, reasonable attorney fees, court costs and other litigation expenses.

11. APPLICABLE LAW AND VENUE. By placing advertising with Publisher, Advertiser and Agency agree to be bound by these Terms and Conditions, which shall be governed and interpreted solely in accordance with the substantive laws of any province in Canada and the Federal laws of Canada (if applicable). Advertiser and Agency further agree that any dispute or claim concerning advertising submitted hereunder shall be exclusively litigated in a court having competent jurisdiction in Ontario, which Advertiser and Agency agree shall have personal jurisdiction over them.

12. ENTIRE AGREEMENT. These Terms and Conditions replace and supersede any prior agreements, understandings, or representations (oral or written) made by or between the parties and concerning this subject matter. These Terms and Conditions may not be amended or waived except in writing signed by both Publisher and Advertiser or Agency.