The following terms and conditions (these “Terms and Conditions”) govern and are hereby incorporated into, and made a part of, any and all Sales Orders, client approval request forms and/or Sales Order forms (“Sales Orders”) between any entity that places advertising (“Advertiser”), whether directly or through an agent (“Agency”), in the print magazines (“Magazines”), websites and mobile sites (“Websites”), email campaigns (“Emails”), newsletters (“Newsletters”), digital magazine publications (“Digital Editions”), any other applications (“Apps”) and any other services (collectively, with all of the foregoing, the “Services”) published, owned or operated by Real Estate Publishing Corporation or its subsidiaries and/or affiliates (collectively, the “Publisher”).

The placement of advertising on the Services constitutes Advertiser’s and Agency’s, if applicable, agreement to these Terms and Conditions. These Terms and Conditions may be modified from time to time by Publisher; additional placement of advertising will constitute Advertiser’s and Agency’s agreement to such modifications.

1. Ad License/Multiple formats

Advertiser grants to Publisher a non-exclusive right and license to display, perform, publish, modify and transmit all copy, artwork, URLs and other advertising materials (“Advertising Materials”) furnished by Advertiser, Agency or any of its other representatives for the purposes contemplated hereby. If the Magazines or other print publication in which any Advertising Materials submitted under a Sales Order are published is converted into and distributed in any other formats or media, Advertiser hereby grants to Publisher all rights necessary to convert, publish and distribute such Advertising Materials in such other formats and media.

2. Publisher’s Right to Reject, Cancel or Terminate Orders. Publisher may, in its sole discretion, refuse to publish any Advertising Materials submitted to it or defer publication of any advertisement at any time. Unless otherwise specified on the applicable Sales Order to which these Terms and Conditions apply, an Advertiser’s media spend is for a fixed period of time. Inventory for display of Advertising Materials by Publisher is based on availability at time of impression delivery or publication, as applicable. We do not promise any number of impressions or clicks as it varies across platforms and news of the moment. Notwithstanding anything herein to the contrary, at Publisher’s request, all custom content to be produced by Publisher shall be subject to the negotiation of a separate custom content agreement on terms to be mutually agreed by the parties, including without limitation timelines, deliverables, respective responsibilities and applicable legal terms.

3. Payment Terms. Pre-payment may be required in Publisher’s sole discretion. Custom programs (i.e., influencer campaigns, branded content, events, production) are non-cancelable.  Except as otherwise agreed in writing by Publisher, all custom programs are billed in full upon Sales Order execution with payment due fifteen (15) days thereafter. All other invoices are on receipt. Should any invoice become more than 45 days past due, Advertiser agrees to pay the costs of collection, including attorneys’ fees if incurred, together with interest at a monthly rate of the lesser of 1.5% or the greatest amount permitted by applicable law. Should any portion of an invoice be disputed, Advertiser agrees to pay the undisputed portion according to its terms pending resolution of the dispute. In addition to all other remedies, Publisher may suspend its performance if any payment is past due. Suspension will not relieve Advertiser of its obligation to pay in full. 

4. Cancellations/Late Creative

Unless otherwise set forth in the Sales Order, Advertiser may not cancel any print advertising purchased pursuant to such Sales Order after the Sales Order close date unless expressly permitted in writing by Publisher. No changes shall be effective unless in writing and signed by both parties. Advertiser is responsible for delivering Advertising Materials on time as provided in the Sales Order or otherwise specified by Publisher. Advertising Materials will not be deemed delivered unless in a format specified or otherwise approved by Publisher. In the event Advertising Materials are delivered after the advertising close date (the “Ad Close Date”), Advertiser is still responsible for the media purchased pursuant to the SALES ORDER. Except as otherwise stated in the SALES ORDER or as mutually agreed upon by the parties, if Advertising Materials are received late, Publisher may run a Public Service Announcement (PSA) or house advertisement as a replacement until the creative is received. If cancellation is permitted by Publisher as set forth above, Advertiser will be responsible for a fee in the amount of 50% of the applicable advertising fee provided for in the SALES ORDER for cancelling an order past the Ad Close Date, but prior to the date the Advertising Materials are due (the “Advertising Materials Due Date”).  In the event that Advertiser cancels an order after the Ad Close Date and the Advertising Materials Due Date, Advertiser will be responsible for a fee in the amount of 100% of the applicable advertising fee provided for in the SALES ORDER. For the avoidance of doubt, sponsorships and custom content may not be cancelled at any time.

5. Lead Generation Products (if applicable)

If Advertiser has purchased the right to receive access to data regarding potential customers (“Data”) for lead generation purposes, Publisher grants Advertiser a nontransferable, nonassignable limited right and license to use the Data subject to Advertiser’s agreement with all of the following: Publisher shall have no obligation to share Data with respect to anyone who has communicated a desire (by “opting out” or otherwise) not to permit such use or disclosure;

Advertiser shall not disclose or transfer any Data to any third party;

Advertiser may use the Data solely to promote its own products and services and for no other purpose, and in all cases shall comply with opt-out/unsubscribe/do not send and other similar requests it receives; and

Advertiser shall comply with all applicable laws, rules and regulations, as well as Publisher’s Privacy Policy and the PMC Data Policy (see Section 10(f) below), in connection with its use of the Data.

6. Advertising Rates

Announcement of any changes in the applicable rates will be made thirty (30) days in advance of the closing date for the first issue affected by any new rates, and thirty (30) days in advance of the first advertisements affected by such new rates for all other Services.  Advertising published thereafter will be at the rates then prevailing.  All pricing information shall be the confidential information of Publisher and neither Advertiser nor Agency may disclose such information without the Publisher’s prior written consent.

7. Errors

Publisher is not responsible for errors or omissions in any advertising materials provided by the advertiser or its agency (including errors in key numbers) or for changes made after closing dates.

8. Positioning at Publisher’s Discretion

Publisher has the right to insert advertising within the Magazines at its discretion.  Any condition or restriction included in contracts, orders or copy instructions involving the placement of advertising within the Magazines such as positions, facings, editorial adjacencies or other requirements will be treated as positioning requests only and cannot be guaranteed.  The Publisher’s inability or failure to comply with any such conditions shall not relieve the Advertiser or Agency of the obligation to pay for such advertisements.

9. Trademarks

The titles and logos of the Services are registered and unregistered trademarks of Publisher.  Neither the titles nor the logos may be used without the express written consent of Publisher.

10. Additional Terms Applicable to Websites, Newsletters, Apps and Emails

(a) All impressions are estimates and not guaranteed. All impressions and/or other measurements of advertisements for the Websites, Newsletters, Apps and Emails are based solely on Publisher’s calculations. Unless otherwise agreed to in a signed writing by Publisher, Publisher will bill for the advertising on the Websites based on such Website’s own ad delivery number and, if applicable, Publisher has the right to bill for advertising in the Apps, Emails and Newsletters based on its own ad delivery numbers. (b) Unless expressly agreed by Publisher in writing, impressions sold are worldwide only. (c) Where applicable, Newsletters and Emails are sold by number of “sends” to opt-in subscribers and not on the basis of impressions.(d) In addition to the disclaimers set forth in Section 13, Publisher disclaims all warranties and guarantees with respect to its Websites, Apps, Newsletters and Emails, including without limitation warranties and/or guarantees relating to: (i) the availability, uptime and delivery of any impressions and/or advertisements thereon; and (ii) the quantity, quality or frequency of clicks, opens or click-through rates.

11. Representations, Warranties, and Indemnity

Advertiser and/or Agency on behalf of Advertiser represents and warrants that publication by Publisher, in any currently existing or future formats or media, of any Advertising Materials submitted by or on behalf of Advertiser (including without limitation those Advertising Materials supplied with the intention that they be included in Media Company Advertising Materials will not (i) violate any right of any third party, including, but not limited to, any intellectual property right or right of publicity or privacy, (ii) be false, misleading, deceptive, malicious or defamatory, (iii) violate industry codes or rules by which Advertiser may be bound or any applicable laws, rules, regulations and governmental or administrative orders (including, without limitation, OBA self-regulatory principles and the Children’s Online Privacy Protection Act in connection with any information collected by Advertiser); (iv) contain any viruses, worms, malware or other code or devices capable of disabling or interfering with any computer systems or software or any other software designed to covertly gather user information or behavior or which collects or uses data, content or information from Publisher’s systems; and/or (v) contain unauthorized embedded interactive triggers or other software that automatically diverts users from any Publisher site/syndication location or service. In addition, Advertiser and/or Agency on behalf of Advertiser represents and warrants that: (i) all Advertising Materials and Media Company Advertising Materials are accurate and that all claims contained therein have been substantiated, and that it is the sole responsibility of Advertiser and/or Agency on behalf of Advertiser to review such Advertising Materials and Media Company Advertising Materials to confirm same; (ii) the inclusion in Media Company Advertising Materials of the name, voice, likeness, signature, performance, persona or other personal attributes of any individuals secured by Advertiser or Agency on behalf of Advertiser shall not constitute a misappropriation or violate any right of publicity or privacy or the Lanham Act or similar rights of such individuals; (iii) any personally identifiable information (“PII”) that Advertiser obtains, provides, uses or otherwise comes to possess under a Sales Order shall be collected, stored, maintained, transferred, and discarded via adequate security protections, procedures and protocols, and will not be disclosed to the public or any unauthorized third parties; (iv) Advertiser shall comply with all applicable notification laws and requirements in the event PII in its possession is improperly disclosed to the public, or is otherwise affected by a security failure; and (v) all email communications Advertiser creates or sends pursuant to or as a result of this SALES ORDER shall comply with all state and federal privacy and other applicable laws and regulations. Advertiser shall indemnify, defend and hold Publisher and its officers, directors, employees, stockholders, contractors, representatives and agents (the “Publisher Indemnitees”) harmless against any and all claims, demands, liabilities, costs or expenses (including, but not limited to, reasonable attorneys’ fees) (“Costs”) incurred by the Publisher Indemnitees in connection with or arising out of a breach or allegation which if true would constitute a breach of any of the representations, warranties or covenants of Advertiser contained herein; (a) the copying, printing, publication, display, performance, distribution or transmission of any Advertising Materials; (b) the loss, theft, use or misuse of any credit/debit card or other payment, financial or personal information; and/or (c) the products and/or services promoted, sold, presented and/or contained in the Advertising Materials. In addition, in the event the Publisher has agreed to provide content or sweepstakes management services, email design or distribution or other promotional services in connection with an advertising commitment by Advertiser or Agency (“Value Added Services”), all such Value Added Services are performed on the condition that Advertiser shall indemnify, defend and hold harmless the Publisher Indemnitees from any and all Costs incurred by the Publisher Indemnitees and arising out of the publication, use or distribution by the Publisher Indemnitees of any materials, products (including without limitation prizes) or services provided by or on behalf of Advertiser or Agency in connection with such Value Added Services. Notwithstanding anything herein to the contrary, (i) in the event that Publisher participates in the creation of Advertising Materials, including without limitation any Media Company Advertising Materials, Publisher will indemnify Advertiser in connection with potential claims relating thereto only to the extent it has agreed to do so in writing; and (ii) contribution to, creation or approval of the Advertising Materials by Publisher shall not limit Advertiser’s indemnification obligations herein.

12. Limitations on Liability

PUBLISHER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH ANY ADVERTISING, ITS SERVICES OR ANY OTHER MATTER RELATING TO OR ARISING FROM AN SALES ORDER.  IN THE EVENT OF ANY CLAIM AGAINST PUBLISHER HEREUNDER, PUBLISHER’S SOLE LIABILITY, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED, AT PUBLISHER’S OPTION, TO (A) PAYMENT OF MONETARY DAMAGES, OR (B) AN ADVERTISING CREDIT WITH A RATE CARD VALUE EQUAL TO THE LESSER OF ACTUAL DAMAGES OR AMOUNTS PAID BY ADVERTISER HEREUNDER FOR THE SPACE ATTRIBUTABLE TO THE APPLICABLE ERROR/OMISSION AND, MOREOVER, PUBLISHER SHALL HAVE NO LIABILITY UNLESS THE ERROR/OMISSION IS BROUGHT TO OUR ATTENTION NO LATER THAN 60 DAYS AFTER THE ADVERTISEMENT IS FIRST PUBLISHED.

13. Disclaimer

PUBLISHER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, PUBLISHER SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM DISPLAYING THE ADVERTISING MATERIALS OR THAT THE ADVERTISING WILL BE ERROR-FREE. Without limiting the generality of the foregoing, Publisher disclaims all warranties and guarantees with respect to the Services, including without limitation, warranties and/or guarantees relating to (a) the positioning or placement of advertisements on the Services; (b) advertising results on the Services; and (c) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, and otherwise with respect to the Services.  In no event shall Publisher have any liability for any advertising, creative, printing or administrative costs.

14. Force Majeure

Publisher shall not be liable for any delay or default hereunder caused by conditions beyond Publisher’s reasonable control, including, but not limited to, acts of God, catastrophes, government orders or restrictions, technological failures or malfunctions, wars, insurrections, strikes or slow-downs, fires, floods, terrorist acts, pandemics (real or perceived), accidents, riots, explosions, labor or material shortages, transportation disruptions.

15. Choice of Law and Forum

All issues relating to advertising in the Services, including without limitation these Terms and Conditions, shall be governed by the laws of the State of Minnesota, without giving effect to principles of conflict of laws principals thereof. Any action brought by Advertiser against Publisher relating to advertising must be brought in the state or federal courts in Minneapolis, Minnesota. The parties hereby consent to the exclusive jurisdiction of the state or federal courts in Minnesota in connection with actions relating to advertising, including, but not limited to, actions to collect amounts due for advertising.

16. Entire Agreement

These Terms and Conditions shall constitute the entire agreement between and govern the relationship between Publisher and Advertiser and/or Agency. Publisher has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or chief executive of Publisher, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Publisher. Failure by Publisher to enforce any of these provisions shall not be considered a waiver of such provision.