Insertion Order Terms & Conditions

Insertion Order Terms & Conditions

Insertion Order Terms & Conditions

Fairway Digital Media, LLC – Insertion Order Terms & Conditions

1. Definitions

  • “Ad(s)” or “Creative(s)”: Any advertisement provided by the Company for its own use or clients.

  • “Advertising Materials”: Artwork, copy, or active URLs for Ads.

  • “Company”: The party executing an Insertion Order with Fairway Digital Media, LLC (“Fairway”).

  • “Insertion Order” (“IO”): An agreement allowing Fairway to manage marketing campaigns on behalf of the Company, including campaign details such as costs, targeting, reporting, and other stipulations.

  • “Campaign”: A coordinated advertising initiative focusing on specific brands or products, targeting a specific audience, and aiming to achieve specific goals (e.g., Lead Generation, Cost per Lead “CPL,” or Cost per Click “CPC”).

  • “Payable Action”: A specific customer interaction (e.g., request for a product or service) that qualifies for payment.

  • “Policies”: Advertising criteria including content restrictions, technical specifications, and privacy rules.

2. Scope of Agreement

This Agreement outlines the terms under which Fairway will manage campaigns for the Company. All IOs are governed by these terms, which take precedence in case of conflicts unless an IO explicitly overrides them.

3. Authorization to Bind Company

  • Company Authorization: The Company authorizes Fairway to manage campaigns and purchase Payable Actions as outlined in the IO.

  • Modifications: Changes to IOs (e.g., dates, budgets) must be confirmed in writing.

  • Partner Network: Fairway may use third-party networks for Campaign fulfillment. The Company may request exclusions in writing.

4. Payment & Invoicing

  • Invoicing: Fairway will invoice the Company monthly for delivered leads. Payment is due within 30 days of receipt. Credits for returned Payable Actions will apply to future invoices.

  • Returns: The Company has 30 days to dispute any invalid leads. Supporting evidence (e.g., contact details) must accompany all disputes. If unresolved, Fairway has final discretion.

  • Partner Payment: The Company is solely responsible for payments related to Campaigns, including any third-party partners.

  • Late Payments: Late payments incur a 3% APR. Legal fees for collections are the Company’s responsibility.

5. Reporting

Fairway will provide reports on Payable Actions and return counts. The Company is responsible for resolving disputes with any third-party partners involved in the Campaign.

6. Representations & Warranties

  • Company Warranties: The Company certifies that it has the right to use Payable Actions and will comply with all applicable laws (e.g., CAN-SPAM Act).

  • Fairway Warranties: Fairway represents that it has the authority to enter into this Agreement and will provide the necessary resources to fulfill its obligations.

7. Indemnification

Each Party agrees to indemnify the other against any losses or legal actions resulting from breaches, violations, or misuse of intellectual property or laws (e.g., CAN-SPAM, FTC Act).

8. Disclaimer of Warranties

The services, campaigns, and Payable Actions are provided “as is” without any warranties, express or implied. Fairway is not responsible for third-party network actions or omissions.

9. Limitation of Liability

Fairway’s liability is limited to the amount paid by the Company in the month preceding any damages. Fairway is not liable for damages arising from third-party actions or website issues.

10. Confidentiality, Data Ownership, & Compliance

  • Confidential Information: Both parties agree to protect each other’s proprietary information.

  • Data Ownership: Both Fairway and the Company own the data generated through Campaigns. Fairway may use anonymous aggregated data for system performance and marketing purposes.

  • Compliance: Both parties agree to comply with all applicable privacy laws (e.g., GDPR, CCPA). Each party is responsible for posting a compliant privacy policy on their website.

11. Term & Termination

This Agreement remains in effect until terminated by either party. Fairway may terminate for cause (e.g., fraud) or with two business days' notice. The Company remains liable for all Campaign-related charges up to the termination date.

12. Non-Solicitation & Non-Compete

For two years following the termination of this Agreement, the Company agrees not to directly or indirectly solicit Fairway’s clients, employees, or partners.

13. Entire Agreement

This Agreement, along with any IOs, constitutes the full agreement between the Parties. Any discrepancies between the Agreement and an IO will be resolved in favor of the IO.

14. Publicity

Fairway may use the Company’s name and logo in marketing materials with prior consent from the Company.

15. Governing Law

This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any disputes will be resolved in Massachusetts courts.

16. Agreement to Conduct Business Electronically

The Parties agree to conduct business electronically and acknowledge that electronic signatures have the same validity as physical ones.