Advertising Agreement Terms and Conditions
Advertising Agreement PDF
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 prorated 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 canceled 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 retain 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, then that provision shall be severed and replaced
with a new provision that most closely reflects 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.