Print, Web and Electronic Advertising

The following terms, conditions and contract and copy regulations apply to all print and web and electronic advertising in the Publications owned by Edgell Communications, Inc. and Edgell Publications, Inc. The numbers in parentheses ( ) refer to Business Publications Contract and Copy regulations as published by Standard Rate and Data Service (SRDS).

  1. Insertion instructions shall be supplied for every advertisement and shall clearly state the following information: name of publication, name of advertiser, date to be inserted, size of advertisement, identification of advertisement (proof of ad to be furnished if possible) plus any special instructions such as bleed, color, etc. (1).
  2. No conditions, printed or otherwise, appearing on the space order, billing instruction or copy instructions which conflict with the publisher's stated policies will be binding on the publisher. (2)
  3. All advertising orders are accepted subject to the terms and provisions of the current rate card. Orders accepted are subject to change in rates upon notice from the publisher. However, orders may be canceled at the time the change in rates becomes effective without incurring a short rate adjustment, provided the rate has been earned up to the date of cancellation.(3).
  4. A contract year, or twelve-month period, starts from the date of the first insertion. Twelve-month periods do not overlap; in other words, space counted in one contract period to determine the rate for that period, cannot be counted again toward determining the rate for the subsequent or past periods.(5).
  5. Space orders wherever possible should specify a definite schedule of insertions, issues and sizes of space.(7).
  6. The forwarding of an order is construed as an acceptance of all the rates and conditions under which advertising is at the time sold. (8).
  7. Advertiser and advertising agency warrant that they have obtained all necessary rights and permissions (including any applicable digital and electronic rights) to the material they have supplied to Publisher, and that they know of no claims that have been asserted that would limit or preclude Publisher’s use of the material. Advertiser and advertising agency each agree to defend, indemnify, and hold harmless the Publisher from any and all claims or liability arising out of or connected to use, in any form or format, (including without limitation text, illustrations, images, photographs, video, audio recordings, artwork, or drawings) of material supplied by advertiser or advertising agency, including but not limited to claims in the nature of libel, slander or invasion of privacy; false advertising or unfair competition; trademark, trade dress, copyright or patent infringement; or misappropriation, commercialization or unauthorized use of any person’s name, likeness or other personal attribut es. The Publisher reserves the right to reject, discontinue or omit any advertising or any part thereof, or to edit or revise it. These rights shall not be deemed to have been waived by acceptance or actual use of any advertising matter.(15).
  8. Acceptance of advertising for any product or service is subject to investigation of the product or service, and of the claims made for it in the advertisement submitted for publication.(16).
  9. All advertising is subject to the publisher's approval. The publisher reserves the right to reject advertising which it feels is not in keeping with the publication's standard.(17).
  10. The advertisers' index is prepared under the regulations and policies of the publisher as an extra service to the advertiser over and above his space order. The publisher, therefore, does not assume liability for errors in the index notwithstanding all normal precautions.(18).
  11. The publisher's liability for any order will not exceed the charge for the advertisement in question.(19).
  12. The publisher assumes no liability if for any reason it becomes necessary to omit an advertisement.(20).
  13. Publisher is not liable for delays in delivery and/or non-delivery in the event of Act of God, action by any governmental or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond the control of the publisher affecting production or delivery in any manner.(21)
  14. Failure to make the order correspond in price or otherwise with the rate schedule is regarded only as a clerical error and publication is made and charged for upon the terms of the schedule in force without further notice.(22).
  15. The publisher reserves the right to limit the size of space to be occupied by an advertisement. (23).
  16. Two or more advertisers are not permitted to use space under the same contract.(24).
  17. Any deliberate attempt to simulate a publication's format is not permitted, and the publisher reserves the right to place the word" advertisement" with copy which in the publisher's opinion resembles editorial matter.(30).
  18. Advertisements offering prizes, or contests of any nature, are accepted provided approval has been obtained from the Post Office at place of publication entry.(31).
  19. Requests for specified position at R.O.P. rates are given consideration but no guarantee is made unless the position premium has been provided for in the contract.(32).
  20. Publisher reserves right to hold advertiser and/or its advertising agency jointly and severally liable for such monies as are due and payable to the publisher.(36).
  21. The publisher assumes no liability for error or omissions in reader service numbers, advertiser’s index, or incorrectly formatted or sized advertising material supplied by advertiser.(29).
  22. CANCELLATION FEE: If this agreement is for a custom newsletter, E-postcard, E-Newsletter, Podcast or similar exclusive reservation then this order is subject to a cancellation fee for change in reserved date (movement) or cancellation order. Advertiser and/or advertising agency acknowledge the immediate benefit of this exclusive reservation and since publisher has given up the opportunity to provide it to others and incurred time and materials, the following fee (due upon receipt of invoice) will apply in the event of cancellation by the advertiser/agency within 60 days of the project publication start date
  • 50% of the total net revenue for the project, if the cancellation notice is received by publisher between 30 to 60 days prior to the agreed start date
  • 100% of the total net revenue for the project, if the cancellation notice is received by publisher 30 days or less prior to the agreed start date

January 2015

Web Seminars, Whitepapers and Custom Publishing

Terms and Conditions for Web Seminar, White Paper, Custom Publishing

These terms and conditions are part of your agreement with Edgell Communications, Inc. and Edgell Publications, Inc. (Publisher) to provide the above services.

The terms Sponsor and Advertiser have the same meaning in this agreement

To the extent that Sponsor provides any content to Publisher (collectively, the “Content”) for any reason, including for distribution at web seminars, inclusion in newsletters, white papers, research reports, custom publishing projects, on websites or distribution at trade shows, conferences or similar events, Sponsor hereby warrants that it has all rights (including any applicable digital and electronic rights) and permission necessary to provide the Content to Publisher for its intended use, and Sponsor (and/or advertising agency, if a party to this agreement) hereby agrees to defend, hold harmless and indemnify Publisher, including the payment of any costs, attorney fees, liabilities or expenses, against any claims arising from its use of the Content ( including text, illustrations, representations, sketches, maps, trademark, labels, recordings or other copyrighted matter or the unauthorized use of any person’s name or photograph). The Publisher reserves the right to reject Content or advertising, which Publisher believes in its sole discretion, is not in keeping with its standards. Each party shall retain sole and exclusive ownership of its pre-existing intellectual property including, but not limited to, its trademarks and logos and nothing in this agreement shall be construed as transferring ownership of any such property or rights. However, each party provides the other party with a limited right to display their trademark and logo for the express purpose set forth in this agreement.

Unless otherwise agreed to in writing by the Publisher, the Publisher retains ownership of all rights (including any applicable digital, audio and electronic rights) to the content and the finished product. This excludes electronic White Papers (e-whitepapers) supplied complete by the advertiser, for which the Publisher's responsibility is limited solely to the agreed posting and promoting per the terms of agreement between the parties.

Unless otherwise agreed to in writing by the Publisher and except as stated below, Sponsor understands and agrees that this agreement is non cancelable (a change in reserved date may be considered a cancellation by the Publisher). However, Publisher shall not be liable for failure to perform its obligations under this Agreement as a result of acts of war or terrorism, government regulation, curtailment of travel or transportation, interruption of telephone or internet services, strikes, riots, acts of God, or any other cause beyond its reasonable control or if Publisher determines it is not practical to proceed or reschedule the project or advertising that is the subject of this agreement. In the event of cancellation by the Publisher, it will refund to the Sponsor any fees already paid to Publisher. In no event shall Publishers liability under this agreement exceed any fees paid by the Sponsor.

For any print or other adverting insertions included under this agreement the Edgell Communications, Inc. Print terms and Conditions as specified at Sponsor agrees to pay any sales and use taxes, if any, which may be imposed by taxing authorities.

January 2015

Sponsor/Exhibitor Participation in an Edgell Organized Event


Terms and Conditions related to Sponsor / Exhibitor participation in an Edgell organized Event

Sponsor/Exhibitor desires to participate in the “Event” (the name of which is specified as part of your letter agreement) organized by Edgell Communications, Inc. (Edgell) and agrees to the terms and conditions set forth below:

  1. ACCEPTANCE . Sponsor/Exhibitor's participation in the Event is subject to Edgell's approval. Edgell may withdraw its acceptance at any time by refunding the fee paid by the Sponsor/Exhibitor. Edgell makes no warranties regarding the number of persons who will attend the event and Edgell retains the right to modify the Event dates, hours, and venue by providing written notification to Sponsor/Exhibitor.
  2. PAYMENT, NON-REFUNDABILITY and NON CANCELLATION BY SPONSOR/EXHIBITOR .Unless otherwise outlined in a written letter of agreement between the parties, the full amount of the Sponsor/Exhibitor fee(s) are due within 30 days of signing the related exhibit contract and or sponsorship letter of agreement, payable to Edgell Communications, Inc. All fees are non-refundable, except that if Edgell cancels the event (see section 3 below), Sponsor/Exhibitor fees will be returned in full. Sponsor/Exhibitor acknowledges receiving the immediate benefit of the event space reserved solely for its benefit and that Edgell has given up the opportunity to provide the space others. Therefore the Sponsor/Exhibitor may not cancel this agreement and all fees are not refundable.
  3. CANCELLATION . Edgell may cancel all or any part of the Event for any reason beyond its reasonable control, including but not limited to natural or public disaster, act of God, venue construction, insufficient participation, government regulation, or similar reasons, in which case Edgell will refund to Sponsor/Exhibitor any space fees already paid to Edgell, after which Sponsor/Exhibitor will have no further recourse against Edgell.
  4. USE OF SPACE . Edgell will provide exhibit/sponsor space at the Event for Sponsor/Exhibitor to display its qualified products and services. (The Event Space). Sponsor/Exhibitor grants Edgell the right to use Sponsor/Exhibitor's name and logo in connection with the promotion and production of the Event. Sponsor/Exhibitor acknowledges that portions of the Event may be recorded, and authorizes Edgell and its designees to record, transcribe, modify, display, and distribute in any form and for any purpose any such recording of the Event, and agrees to execute any release documents presented by Edgell.
    • Event Space (Space) Assignment . Edgell will assign the Space and may reassign the Space or alter Event layout or venue at anytime. The Space is for Sponsor/Exhibitor's use only and may not be assigned (sub licensed, sub-leased, etc.) without Edgell's prior written consent. The Event Space must be safely constructed, and must be installed before, occupied during, and dismantled after the Event In accordance with the schedule agreed with Edgell. Sponsor/Exhibitor's activities must be confined within the Space, and must be in support of products or services identified on the agreement with Edgell and directly related to Sponsor/Exhibitor's normal business activities. Edgell may refuse permission to exhibit any products or services Edgell deems objectionable or unsuitable for the Event. Sponsor/Exhibitor may not exchange goods, money or assist others in doing so in the public areas of the Event without Edgell's prior written consent.
    • Own Risk . Sponsor/Exhibitor shall have sole responsibility for any loss of its equipment or proprietary information, or any other loss including any subrogation claims by its insurer. Persons visiting, viewing, or otherwise participating in Sponsor/Exhibitor's Space shall be deemed the invitees or licensees of Sponsor/Exhibitor and not of Edgell.
    • Third Party Contractors .Edgell may require Sponsor/Exhibitor to use designated third party contractors to provide certain services (“Required Contractors”), and Sponsor/Exhibitor must then use only the Required Contractors for such services. Notwithstanding such designation, Required Contractors and third-party vendors act solely as independent contractors, and Edgell is not responsible for their performance, acts, or omissions.
    • Other Events, Marketing and Leveraging . Sponsor/Exhibitor agrees that it shall not, during the period beginning two days before and ending two days after this Edgell organized Event, produce, organize, sponsor or participate in any other event, with a similar market focus, and at the same venue or location as this Edgell organized Event, unless approved in advance, in writing by Edgell.
    • Compliance with Laws and Rules .Sponsor/Exhibitor shall comply with all applicable laws, regulations, and ordinances In connection with its participation in the Event, including but not limited to the Americans With Disabilities Act or its local equivalent, rules of the venue, local fire codes, and the terms, conditions, and rules communicated by Edgell from time to time In connection with the Event. Sponsor/Exhibitor shall be solely responsible for obtaining any licenses and permits, and payment of all taxes (including sales and use taxes), license fees, or other charges applicable to the Event, including taxes collected by Edgell
    • Third Party Proprietary Rights . Sponsor/Exhibitor will not violate any proprietary rights of third parties In connection with its participation in the Event, Including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission.
  5. DEFAULT BY SPONSOR/EXHIBITOR .Edgell may take possession of the Space and terminate Sponsor/Exhibitor's participation in the Event upon Sponsor/Exhibitor's failure to meet any obligations under this Agreement, including but not limited to Sponsor/Exhibitor's failure to pay all fees, failure to comply with rules and regulations as determined by Edgell, failure to staff the event space, failure to maintain the event space in a safe and professional manner, or if Sponsor/Exhibitor violates Edgell's standards of conduct. Edgell shall have the authority to create, enforce, interpret and amend regulations in a manner that in its sole discretion is in the best interest of the Event.
    • Under no circumstances will Edgell or its affiliates or the venue (Edgell & Providers) be liable for lost profits or other indirect, incidental, consequential, or exemplary damages for any of their acts or omissions in connection with the Event, whether or not Edgell & Providers had been apprised of the possibility of such damages or lost profits. In no event shall Edgell's liability hereunder, or otherwise in connection with the Event, exceed the amount actually paid to it by Sponsor/Exhibitor for the Space. Edgell shall not be liable for any errors in any listing or descriptions or for omitting Sponsor/Exhibitor from and Event materials or publications.
    • Edgell shall not be liable to Sponsor/Exhibitor for any damage, loss, harm, or injury to the person, property, or business of Sponsor/Exhibitor, or any of its visitors, officers, agents, employees, or other representatives, for any other reason in connection with the Event.
    • Sponsor/Exhibitor agrees to defend, indemnify, and hold harmless Edgell & Providers and those lawfully in the venue from and against any claim, loss, liability, or damage suffered due to 1) Sponsor/Exhibitor's construction or maintenance of an unsafe Exhibit or Event Space, and or 2) the negligence or misconduct of Sponsor/Exhibitor or Its agents or Sponsor/Exhibitor's breach of any commitment made hereunder. Sponsor/Exhibitor shall maintain proper insurance coverage for its property and liability, and represents and warrants that it has obtained adequate insurance of at least $1 million to cover its potential liability hereunder. Upon Edgell's request, Sponsor/Exhibitor will furnish Edgell with a certificate of insurance acceptable to Edgell, naming Edgell as a covered party.
  7. MISCELLANEOUS . This Agreement and related exhibit contract and or sponsorship letter of agreement will constitute the entire agreement between Sponsor/Exhibitor and Edgell concerning its subject matter, and may only be modified in a writing signed by the parties. Edgell's rights under this Agreement shall not be deemed waived except as specifically stated in writing and signed by an authorized representative. If any term of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. Edgell may assign this Agreement or its responsibilities to any other party. Any action arising out of this Agreement or the Event shall be brought In Morris County, New Jersey and governed by the laws of New Jersey . This Agreement shall be binding upon the permitted heirs, successors, and assigns of Sponsor/Exhibitor.

January 2015