Master Service Agreement Terms and Conditions

1. We submit advertising proposals to you with the intent of fulfilling both the letter and spirit of those proposals. However, we can “accept” your advertising campaign and reserve the advertising inventory required to deliver that campaign only after you’ve sent us a signed insertion order. Allocation of advertising inventory is strictly on a first-come, fi­rst served basis.
2. We accept advertising based on your representation that you have the right to publish and display the content. You agree to indemnify and hold Aggregage harmless from, and against, any expense, liability, claim or loss that results from any claims arising out of online publication and display of your advertising.
3. We will run your advertising in the positions and time periods stated on accepted insertion orders. We always use our best efforts to fu­lfill advertising requirements over the length of your advertising campaign.
4. In order to ensure that your advertising campaign begins on time, advertising creative must be received by the day indicated on the IO or prior to the beginning of an advertising flight. If you don’t send us acceptable creative prior to the scheduled beginning of a campaign, you may forfeit your allocation or we may not be able to deliver the requested advertising.
5. We’ll substitute advertising creative materials, monthly, during the course of campaigns without charge. Please give us 3 business days to make these changes.
6. Webinars. The number of leads indicated on your Insertion Order is both a guarantee of the minimum number of leads, and also the maximum number of leads to be delivered during the course of the multi-session webinar series that you are sponsoring. Any leads delivered over and above this minimum/maximum lead guarantee will be billed at $30 each. If the minimum/maximum lead guarantee is met before the beginning of the last session in the series, you will have three options:
   1. Continue to receive all additional leads delivered at the $30 per lead fee.
   2. Sign an additional insertion order for a new minimum/maximum lead guarantee amount at the $30 per lead cost, or
   3. Cease generating leads while maintaining sponsorship branding throughout the remaining sessions in the webinar series. If you choose this third option, we reserve the right to sell the leads generated from any remaining sessions of the webinar series to another sponsor who would also share the branding with you for the remaining webinar sessions. In the event that we don’t reach the lead target by the end of the webinar series, you understand and agree that any shortfall will be made good by posting the recorded webinar on our site/newsletter to generate the balance of leads due.
7. Unless otherwise noted, either we and/or the webinar presenter owns the webinar recording and/or its contents. We reserve all rights to the reproduction and distribution of the webinar sessions. Links will be provided in order to share the fi­nal recording and slides. The presentation and the recording themselves will not be made available for editing or re-posting in any format, without prior written consent from us and/or the webinar presenter.
8. Pre-event registration numbers can be requested from us once per week. All leads will be delivered within 48 hours of the webinar.
9. The impression and click-through counts generated by our analytic software are a means by which we provide analytic data for you to review and determine ROI on your campaign. However, we know that many clients use third-party ad servers, and we commit to using our best efforts to explain and correct any discrepancy between the two methods.
10. Send us cancellation and/or modi­fication notices in writing. In the case of cancellations, we will bill you for 30 days of service from the cancellation date or until the remainder of your advertising campaign, whichever occurs fi­rst. You will be short-rated to current completed frequency at that time.
11. All creative materials are subject to our approval. Ads over designated size may require an additional charge for posting. We will reject any creative that we believe to be inappropriate for the site’s audience or that does not satisfy our technical or art requirements.
12. We occasionally make mistakes. If we do, we will attempt to correct our mistake or return any money received, at our discretion. We will not be liable for any costs or damages, consequential or otherwise, as a result of any mistake, omission, error or for any other reason.
13. We expect to be paid for our services. We reserve the right to collect from either clients or their advertising agencies such monies as are due and payable, including all costs of collection and attorneys’ fees.
14. We do business with our clients under these Terms and Conditions. We are not bound by conditions printed or appearing on insertion orders or instructions by advertisers which conflict with these Terms and Conditions without our express written consent.
15. There are some things beyond our control. We will not be liable for delays in publishing, delivery, non-delivery, or other errors as a result of events beyond our control including, but not limited to, Acts-of-God, actions by any government entity, re, flood, riot, explosion, embargo, strikes, labor or material shortage, transportation interruption, or Internet or communications failure.
16. Initial billing occurs upon the start of the campaign in which we have provided services to you. Unless otherwise noted, payment terms are net 45 from the date our invoice is issued. We will impose a 3% late fee for every 30 days your payment is past due.
17. A 15% commission off gross rates will be extended to recognized agencies. All advertising rates are subject to change without notice from us, advertisers will be noti­fied of any rate changes and all future ads billed at new rates.
18. This agreement shall be governed by the laws of the State of California. Any controversy or claim arising out of or relating to this agreement or the breach thereof will be settled by binding arbitration, which shall be conducted in accordance with the rules of the American Arbitration Association. There shall be one arbitrator selected by Aggregage in any such proceeding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles County, California. Should either party commence arbitration to enforce or interpret this Agreement, the arbitrator shall have the discretion to award the prevailing party reasonable attorney’s fees.
19. Aggregage is compliant with the European Union General Data Protection Regulation (“GDPR”) and is a certifi­ed participant in the EU-US Privacy Shield Framework. We disclose our information practices in our Privacy Policy, available at https://www.aggregage.com/privacy-policy, and obtain express consent whenever we collect personal information directly from users. Additionally, we employ reasonable technical, physical, and administrative safeguards to protect all personal information that we collect, process, store, and share. As a general matter, Aggregage seeks assurances from third parties and partners that they will treat any information that we provide to them in a manner consistent with our Privacy Policy and the GDPR Principles. We are happy to provide further details about any of our previous or ongoing compliance efforts. Please contact our privacy@aggregage.comwith any question.