Agreement for Advertising in Esri News Publications Between Environmental Systems Research Institute, Inc. (Publisher) and you (Advertiser)
"Esri News Publication" includes ArcNews, ArcUser, and/or Esri Industry Newsletter(s).
"Esri Industry Newsletter(s)" refers to newsletters and publications published periodically by Esri that are directed at specific interest groups of Esri software users and business partners.
Billing and Payments
The Publisher shall bill the Advertiser for the advertising after publication on a quarterly basis unless otherwise stated. The Advertiser will make payments to the Publisher for the advertising on terms of net thirty (30) days in accordance with the attached rate card(s) or as otherwise indicated herein. These rates are valid only for ads published in the United States.
The Publisher reserves the right to reject, alter, or refuse any advertising copy in its sole discretion or disapprove any advertising copy in accordance with any standards the Publisher may now have, or may adopt in the future, concerning acceptance of advertising matter. In general, no change in advertising copy will be made without the prior consent of the Advertiser.
Advertising Appearing to Be News Matter
Any advertising copy resembling news matter or advertisements in cartoon technique or comic strip form must carry the word "Advertisement" over each column in which the advertisement appears. The Publisher, in its sole discretion, shall decide whether or not advertising copy is subject to this provision, but no advertising with such a caption shall be printed without the prior consent of the Advertiser.
Prior to Closing Date. Up to the date that this Agreement is due as published on Esri's ArcUser or ArcNews Web site, as appropriate (Closing Date), Advertiser may cancel without penalty. One hundred percent (100%) of amounts prepaid by Advertiser will be credited toward future advertisements.
After Closing Date but Prior to Material Deadline. Between the Closing Date and the deadline for submission of art (Material Deadline), Advertiser may cancel with a fifty percent (50%) penalty. Advertiser must pay invoices equal to fifty percent (50%) of orders prior to that time. If Advertiser has previously paid more than fifty percent (50%), amounts in excess of fifty percent (50%) will be credited to future advertisements.
After Material Deadline. After the Material Deadline, all amounts under the Agreement are due and payable. Advertiser must pay all invoices under this Agreement.
(a) Advertisements may not be irregular or nonrectangular in shape (commonly known as "stair-steps", "step-down", or "step-up" advertisements).
(b) The type size for the price(s) included in advertisements may not be greater than twenty four (24) point type for any size ad.
(c) If advertising copy is not in conformity with Subsections (a) or (b), and is submitted by the Advertiser, the Publisher shall have the option of either refusing to print it or redesigning it in accord with the requirements of the stated design without submitting a proof to the Advertiser, unless one was specifically requested on the order.
(d) Publisher reserves the right to redesign Advertiser's designs that are incompatible with Publisher's layout design(s). If there is sufficient time, Publisher will return Advertiser's design for resubmittal. If there is not sufficient time prior to publication, Publisher may either reject Advertiser's advertising copy or redesign the copy subject to a composition charge specified in appropriate attachments.
Submission in Advance
The Advertiser shall submit all draft copy for new advertisements to the Publisher at least fourteen (14) days prior to the Material Deadline.
Failure to Submit on Time
In the event the Advertiser fails to submit advertising copy by the Material Deadline, the Publisher shall have the option to decline to publish any advertisement for the Advertiser in that issue. In the event the advertising copy is not published in that issue, the rate charged to the Advertiser shall be increased to the full regular rate.
Deletion of Advertisement
The failure of the Publisher to insert any advertisement in any Esri News Publication shall be deemed immaterial and shall not be considered a breach of this Agreement, nor shall the Publisher be liable for damages resulting from that failure. If copy for an advertisement is submitted in accordance with the provisions of this Agreement and is omitted from ArcNews or ArcUser, the identical advertisement or an advertisement of the same size will be published by the Publisher in the next issue of ArcNews and/or ArcUser and the term of this Agreement shall be extended one (1) quarter. An advertisement that has been accepted for publication but omitted from an Esri Industry Newsletter(s) shall, at Esri's sole discretion, be published in a subsequent newsletter if appropriate, or amounts paid to Esri will be returned or credited to Advertiser.
Errors and Quality
The Publisher does not guarantee the quality of ads placed in an Esri News Publication. Printing quality may vary at times due to the paper stock and press type used for newsprint publishing. The Publisher will make every reasonable effort to obtain the best quality possible.
Condition of Copy
Upon receipt of original camera-ready artwork, should it be evident that the condition of the copy differs from that which was originally described and consequently quoted, the original quotation shall be rendered void and a new quotation issued.
Advertiser Responsible for Advertising Copy
The Advertiser assumes full and complete responsibility and liability for the content of all advertising copy submitted, printed, and published pursuant to this Agreement, and shall indemnify and hold the Publisher harmless against any demands, claims, or liability thereon. The Advertiser shall reimburse the Publisher for any amount paid by the Publisher in settlement of claims or in satisfaction of judgments obtained by reason of publication of advertising copy and for all expenses incurred in that regard including, but not limited to, attorney's fees and costs of litigation.
Limitation of Liability
The Publisher's liability shall be limited to the monies paid for the advertisement in question and shall in no event include special or consequential damages or lost profits, even if the Publisher has been advised of the possibility of such damage or loss.
The Publisher shall not be responsible or liable for any damages to the Advertiser by reason of a failure to insert any advertisement provided for herein because of any labor dispute, strike, war, riot, insurrection, civil commotion, fire, flood, accident, storm, or any act of God, or any other cause beyond the control of the Publisher. In such an event, the Advertiser shall have the option of having the advertisement inserted in a future issue of ArcNews and/or ArcUser on the terms and conditions contained herein or having no charge made by the Publisher for the advertisement not inserted.
Assignment and Delegation
Neither party may assign any rights or delegate any duties under this Agreement without the express prior written consent of the other.
This writing contains the entire agreement of the parties, which includes the following:
Attachment 1-ArcNews Rate Card #24
Attachment 2-ArcUser Rate Card #11
No representations other than those expressly set forth in this Agreement were made or relied upon by either party. No agent, employee, or other representative of either party is empowered to alter any of the terms of this Agreement, unless done in writing and signed by an executive officer of the respective parties.
This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles.
Failure to Object Not a Waiver
The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver of any such rights or of any future breach or subsequent wrongful conduct.
The Advertiser herein accepts the terms and conditions of this Agreement. The Advertiser understands that this form will reserve space in the indicated issue. The Advertiser agrees to pay the Publisher the rates stated on the current rate card(s) or, in the case of industry newsletters, the rates as may otherwise be agreed on.