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HomeMy WebLinkAbout2025 Lifestyle Publications/MAC/$10,560/Advertising AgreementAdvertising Agreement City of Carmel 1 Civic Sq Carmel, Indiana 46032 Publication Size # Months Price Each Carmel City Lifestyle 1/2 Page Horizontal 12 $880.00 Total $10,560.00 Publication run dates: February 2025 - January 2026 Magazine Placement Issue Value Design Carmel City Lifestyle 1/2 Page Horizontal February 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal March 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal April 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal May 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal June 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal July 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal August 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal September 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal October 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal November 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal December 2025 $880.00 $0.00 Carmel City Lifestyle 1/2 Page Horizontal January 2026 $880.00 $0.00 Trade Value: $0.00 By clicking, ”Adopt Signature and Sign”, I understand that I am signing this document and I consent to the use of electronic records and signatures in the review and execution of this document. Signed By: Kelly Douglas Date Signed: January 6th 2025 3:03PM I affirm that I have had the opportunity to review this contract in its entirety, and that I understand and agree with all of the terms of the contract. I authorize Lifestyle Publications LLC to charge starting January 15th 2025 and on or around the 15th of each month according to the above schedule. Lifestyle Publications, LLC | 514 W 26th St Suite 1S | Kansas City, MO 64108 | Phone: 913.599.4300 | Fax: 888.599.0733 Terms and Conditions Acceptance. By signing below, and by advertising with Lifestyle Publications, LLC, its successors and assigns (City Lifestyle), Advertiser, its successors and assigns and including its buying agencies or services (Advertiser) agrees without limitation or qualification, to be bound by, and to comply with these Terms and Conditions. Provision of Advertising Materials. Advertiser will provide all materials for the advertisement in accordance with City Lifestyle policies in effect at the time, including without limitation to the manner of transmission to City Lifestyle and the lead-time prior to publication of the advertisement. City Lifestyle shall not be required to publish any advertisement that is not received in accordance with this provision and may substitute a previously published ad or other ad in City Lifestyle's sole discretion. If the Advertiser fails to provide materials in accordance with this provision, Advertiser will be charged for the ad space reserved whether the advertisement runs in the publication or not. Positioning. Except as otherwise expressly provided in the Advertising Agreement, positioning of advertisements and all layout decisions within the magazine or on any page is at the sole discretion of City Lifestyle. Full Payment. Advertiser agrees that full payment of the contract price must be rendered in order for the terms of the contract to be satisfied. Payment is not dependent upon receipt of tear sheets. No partial payment or pro-rated amounts will be accepted as payments in full unless otherwise specified in writing. Invoices are due upon receipt. Failure to pay the amount due for more than 30 days will constitute a material breach by the Advertiser which gives City Lifestyle the right to cancel publication of future advertisements and collect based on the terms under Cancellations below, to be exercised at City Lifestyle’s sole discretion. All accounts past-due more than 30 days will incur interest charges of 1.5% per month. Advertisers will be charged a $30 fee for each returned check. Cancellations. Advertiser understands that City Lifestyle offers discounted rates for multi-month contracts, and that City Lifestyle relies on Advertiser’s agreement to fulfill a multi-month term in its business planning, in determining magazine layout and forecasting, and in determining publishing rates and schedule. Advertiser understands and agrees that City Lifestyle will incur damages that may be difficult to quantify by Advertiser’s early cancellation. If Advertiser cancels this contract for any reason, Advertiser will be charged a $200 cancellation fee and all published advertising and design services under the contract will be re-invoiced at the open (month-to-month) rate for advertising and the applicable design services rate published in City Lifestyle’s most current Media Kit. Advertiser understands that the monthly ad rate in the most current Media Kit may differ from and supersedes the rate presented at the time of signing for the purposes of re-invoicing under this section. Upon cancellation, Advertiser will be charged the most current open rate for all editorial content published as part of the Advertising Agreement, if Advertiser had not been previously charged for it. Editorial content shall be charged at the open rate for advertising, according to the size of the editorial. For example, if editorial is a full page, the Advertiser will be charged the open rate for a full page ad. Advertiser must give written notice of cancellation 20 days prior to the next scheduled ad submission deadline. The contract will only be deemed cancelled when Advertiser has paid in full all amounts due, unless otherwise stipulated in writing by an authorized agent of City Lifestyle. Rejection of Advertisement. Advertiser understands that City Lifestyle is a family-friendly publication, that it upholds strict graphic and editorial standards, and that it works diligently to maintain its public image. Not all advertisements will be consistent with City Lifestyle’s family-friendly purpose and/or image, or meet the publication’s graphic and editorial standards. Therefore, Advertiser understands and agrees that City Lifestyle may, at its sole discretion, reject advertisements for publication for any reason whatsoever. If City Lifestyle rejects an advertisement for publication, Advertiser may submit an acceptable replacement advertisement within City Lifestyle’s deadlines for publication. Copyrights. All advertising that represents the creative effort of City Lifestyle and/or the utilization of creativity, illustrations, labor, composition, or material furnished by City Lifestyle remains the property of City Lifestyle, including all copyrights, unless otherwise stated in writing and signed by Advertiser and an authorized agent of City Lifestyle. Advertiser understands and agrees that it cannot authorize reproductions, in whole or in part, of any such advertising, unless specifically allowed in writing by an authorized agent of City Lifestyle. City Lifestyle may edit or otherwise alter any editorial content submitted and retains all copyrights in the published content. No Warranty. City Lifestyle MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. Limitations of Liability. In the event that City Lifestyle fails to publish an advertisement and/or editorial in accordance with the schedule provided in the Advertising Agreement, or in the event that City Lifestyle fails to deliver the full time period prescribed in the Advertising Agreement, or in the event of any other failure, technical or otherwise of such advertisement and/or editorial to appear as provided in the Advertising Agreement, the sole liability of City Lifestyle and exclusive remedy of Advertiser shall be limited to placement of the advertisement and/or editorial at a later time until the total advertising time is delivered, unless the magazine is discontinued or City Lifestyle cancels this Advertising Agreement, which it may do at its sole discretion, in which case all obligations beyond the last issue published are relieved after full payment for outstanding invoices is made. Claims for any failure must be made within 30 days following the date of such failure. IN NO EVENT SHALL City Lifestyle BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. Advertiser Warranty and Indemnification. Advertiser warrants and represents (1) that any ad and/or materials submitted does not violate applicable law, including trademark, copyright or other property rights of any third party, and (2) that Advertiser is authorized to publish the ad and/or materials submitted. Advertiser agrees to hold harmless and defend at their sole cost City Lifestyle from any liability, loss or expense (including court costs and attorneys’ fees), arising out of any breach of the aforementioned warranties and representations. The person signing this agreement on behalf of Advertiser warrants that he or she has the authority to enter into this binding Agreement on behalf of Advertiser. Force Majeure. Each party shall be excused from liability to perform its obligations under this contract where such failure results from delays caused by Acts of God, fires, floods, strikes, work stoppages, or controls or regulation of federal, state, or local governments. Attorney Fees. If City Lifestyle must pursue collections or enforce this contract, or if suit is brought by City Lifestyle for collection or enforcement, then Advertiser shall pay to City Lifestyle all costs of collection and enforcement, including reasonable attorney’s fees and court costs. Publication Run Dates. If this agreement is entered in to before the first issue of the publication is produced or if there is otherwise a gap in production, Advertiser understands and agrees that the Publication run dates for the advertising and other terms will be adjusted so that the total number of months of advertising and the total value of the contract is preserved. Choice of Law, Jurisdiction, and Venue. This agreement shall be construed in accordance with the laws of the State of Missouri, except to the extent that federal law preempts Missouri law. Advertiser irrevocably consents to the personal jurisdiction of the state and federal courts located in the state, county, or judicial district in which City Lifestyle’s principal place of business is located and hereby waives all questions of personal jurisdiction for the purpose of carrying out this provision. Advertiser hereby agrees that service of process may be made upon Advertiser in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by Missouri or federal law and further agrees that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which City Lifestyle’s principal place of business is located; provided, however, that City Lifestyle may bring any action for injunctive or other extraordinary relief in any state or federal district court which has jurisdiction. Entire Agreement and Severability. This contract constitutes the entire agreement between City Lifestyle and Advertiser concerning the subject matter hereof, and supersedes any prior Agreements. No representations, inducements, promises, or agreements, oral or otherwise, not embodied herein shall be of any force or effect. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the that provision shall be severed and replaced with a new provision that most closely reflect the original intention of the parties and the remaining provision of this Agreement. Failure to enforce any provision shall not be deemed a waiver or relinquishment of any rights under that provision. Any amendment must be agreed to in writing by both parties.