You may place orders for advertising in our newsletters or Skift on-line properties (“Advertisement”) by submitting a duly executed Insertion Order (“Order”). Orders must be accepted by Skift, as evidenced by a execution of such Order. By placing an Order, you agree to the following Program terms and conditions, which incorporate the terms of the Order effective between us (the “Agreement”):
2. You are responsible for: (a) your Advertisement, which will include content, information, and URLs, (b) interests, keywords, and other features made available to you from time to time to target Advertisement (“Targets”), and (c) websites, landing pages, and advertised services and products to which your Advertisement link or direct users (“Services”). You will protect your passwords appropriately and are responsible for access to your account by you and any third party.
3. We may place the Advertisement, without restriction as to placement, on any content or property provided by Skift or our third party partners and reference Advertisement for our marketing and promotional purposes. For quality control and serving purposes for the benefit of Skift users, we may use automated software to screen any websites and URLs included by you in an Advertisement. We may modify an Advertisement to comply with the Policies or this Agreement, provided, such modifications will only be in the form of deleting an Advertisement in its entirety, resizing, or reformatting solely in connection with the Order. Skift or its third party partners may reject or remove any Advertisement, campaign or Target for any or no reason.
4. This Agreement is effective until terminated. Either party may terminate this Agreement by providing thirty (30) days’ written notice. However, all open Orders shall run as scheduled unless agreed, in advance, by Skift. Rescheduling of reservation-based Advertisement is subject to Skift’s availability of inventory. Any orders containing custom content deliverables (Trend Reports, Video, Research Decks, etc.) are non-cancellable and non-refundable.
5. We cannot guarantee impressions, conversions, clicks, follows, replies, favorites, blocks or any other actions taken (collectively “User Actions”) with your Advertisement.
6. You will not, and will not authorize any party to: (a) generate automated, fraudulent or otherwise invalid User Actions (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect information related to the Advertisement from any website or property except as expressly permitted by us; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. You must have and grant to us and our partners any rights (including without limitation any copyright, trademark, patent, publicity or other rights) in your Advertisement, Services and Targets needed for us and our partners to run the Advertisement. You represent and warrant that (a) all your information is complete, correct and current; and (b) your Advertisement, Targets, and Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third-party rights (including without limitation privacy and intellectual property rights). Violation of the foregoing may result in immediate termination or suspension of your account without notice and may subject you to legal penalties and consequences.
7. In the course of this Agreement, information confidential to Skift, as further described herein, may be disclosed to you. “Confidential Information” means any business or technical information related to Skift, the technology used to provide the Skift Service, and Skift’s information that is marked “confidential” or “proprietary” at the time of disclosure, or, by its nature or content is reasonably distinguishable as confidential or proprietary. The following shall be deemed Confidential Information, without limitation: analytics and activity dashboards, pricing, best practices materials, marketing collateral, onboarding materials and webinars, information on Skift metrics and user demographics, the terms of this Agreement, IOs, invoices and correspondence with Skift. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (c) is independently developed by you without use of the Confidential Information; or (d) you rightfully obtain from a third party without restriction on use or disclosure. You will not use the Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. You will use all reasonable efforts to maintain the confidentiality of all such Confidential Information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar nature and importance. The foregoing obligations will not restrict you from disclosing Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that you give reasonable notice to Skift to contest such order or requirement; and (ii) on a confidential basis to your legal or financial advisors. You agree to hold Confidential Information in confidence during the Agreement and for a period of three (3) years from the date of termination or expiration.
8. To the fullest extent permitted by law, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, we disclaim all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click or impression; (ii) click through rates; (iii) availability and delivery of any impressions, Advertisement, or Targets on any Skift or partner property; (iv) any User Actions; (v) conversions or other results for any Advertisement or Targets; (vi) the accuracy of data (including currency exchange rate data); and (vii) the adjacency or placement of Advertisement within a Program. You understand that third parties may take User Actions on your Advertisement for prohibited or improper purposes, and you accept the risk of any such User Actions. Your exclusive remedy, and our exclusive liability, for suspected invalid User Actions is to make a claim for a refund in the form of advertising credits for our properties within the time period required under Section 10 below. Any refunds for suspected invalid User Actions are within our sole discretion. EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREUNDER AND YOUR BREACH OF SECTION 7 (CONFIDENTIALITY), TO THE FULLEST EXTENT PERMITTE BY LAW: (a) NEITHER OF US WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO YOUR BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH OF THE PARTIES’ LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO US BY YOU FOR THE ADVERTISEMENT GIVING RISE TO THE CLAIM. Except for payment obligations, neither of us are liable for failure or delay resulting from a condition beyond each of our reasonable control, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
9. If you are an agency representing the Advertiser set forth in the IO, you agree (a) that you are authorized to act on behalf of and have bound the Advertiser to this Agreement, (b) to secure and maintain all rights from Advertiser needed to enter into this agreement, (c) as between you and the Advertiser, the Advertiser owns any rights to information in connection with its respective Advertisement, and (d) you will not disclose their information to any other party without Advertiser’s consent.
10. You will be responsible for all charges up to the amount of each campaign set in each Order and will pay all charges in USD thirty days after receipt of invoice. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying (a) all taxes and government charges, and (b) reasonable expenses and attorneys fees we incur for collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges (including for suspected invalid User Actions) unless claimed within 60 days after the charge (this does not affect your credit card issuer rights. To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of advertising credit for only our properties. We are not obligated to extend credit to any party. You allow us to share your credit card and related billing and payment information with companies who work on our behalf, such as payment processors and/or credit agencies, for the purposes of checking credit, effecting payment and servicing your account. We may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise our legal rights or defend against legal claims. We shall not be liable for any use or disclosure of such information by these third parties.
11. You will indemnify and defend us, our partners, agents, affiliates, and licensors from any third party claim or liability, arising out of your Advertisement, Targets and Services, our use of your Advertisement, Targets and Services, your use of the Advertisement, Targets and Services and your breach of this Agreement. Partners will be third party beneficiaries of the above partner indemnity.
12. All custom content, and the copyright’s therewith, delivered hereunder shall remain the sole and exclusive property of Skift; Skift does not assign its intellectual property rights in any custom content to Customer. Skift hereby grants to Customer a worldwide, irrevocable, perpetual, royalty-free license, to use, copy, modify, display and transmit (including electronically and wirelessly) the custom content for any non-commercial internal, promotional and/or advertising purposes.
13. This Agreement will be governed by New York law except for its conflicts of laws principles. All claims arising out of or relating to this Agreement will be litigated exclusively in the federal or state courts of New York County, New York, USA, and you consent to personal jurisdiction in those courts. This Agreement constitutes the entire and exclusive agreement between us with respect to the subject matter hereof, and supersedes and replaces any other statements on the same subject matter. You may grant approvals, permissions, extensions and consents by email, but any modifications to this Agreement must be made in a writing executed by both parties. In no event shall any additional or conflicting terms tendered by you under a purchase order or other document have any effect. Any notices to us must be sent via first class or air mail or overnight courier to Skift, Inc., Advertising Department, 115 W. 30th Street, Suite 1213, New York, NY 10001, USA and are deemed given upon receipt. A waiver of any default is not a waiver of any other default. Unenforceable provisions will be modified to reflect our intention and only to the extent necessary to make them enforceable, and remaining provisions of this Agreement will remain in full effect. You will not assign any of your rights hereunder. We are not legal partners or agents of each other, but are independent contractors. In the event that this Agreement or the Advertisement(s) expire or are terminated, we are not obligated to return any materials or payments to you. Notice to you may be provided by sending an email to the email address specified in your account and is deemed received when sent (for email).