These Advertising Terms and Conditions (the “Terms”) govern all advertising, marketing, promotional, sponsored content, and related services provided by Incunabulum, LLC, doing business as mg Magazine (“Publisher”), whether published in mg Magazine (the “Magazine”), on mgmagazine.com (the “Website”), through digital newsletters, social media channels, email marketing campaigns, events, or any other print, digital, or electronic media operated by Publisher. By executing an Insertion Order, Advertising Agreement, Sponsorship Agreement, or otherwise placing advertising with Publisher, the advertiser and/or its agency agree to be bound by these Terms.
1. Advertising Rates: Advertising rates are determined by the run frequency and platform and are subject to change at any time. The actual rate that an advertiser pays for any placement is only affirmed by a signed Insertion Order (IO). Insertion Orders serve as a binding agreements between the Publisher and Advertiser. Rates provided on an Insertion Order will be honored for the duration of the contract, unless modifications are mutually agreed upon in writing by both the Publisher and Advertiser.
3. Cancellation: Advertisers may not cancel orders for, or make changes to, advertising after the advertising closing dates as outlined on the advertising calendar. Should an advertiser, for any reason whatsoever cancel or change the creative after the deadline, the advertiser shall be responsible for full cost of advertisement plus an additional kill fee of $400 (or) artwork replacement fee of $200.
5. Advertiser’s Responsibility for Errors: The Publisher is not responsible for errors or omissions in any advertising materials provided by the advertiser or for any changes made after closing dates.
6. Right to Reject or Cancel Ads: The Publisher may reject or cancel any advertising for any reason at any time. Advertisements simulating a magazine’s editorial material in appearance or style or that are not immediately identifiable as advertisements shall not be accepted.
7. Artwork and Compliance with Specifications: Relating to artwork and advertising materials: All print advertisements (which must be in the form of PDF files and digital proofs) provided by or on behalf of the advertiser must comply with Publisher’s Technical Specifications and the advertising guidelines as outlined in the Terms and Conditions. Publisher may reject for publication any advertisements that are not compliant with the Technical Specifications. The technical compliance of advertisements provided by the advertiser for publication in Digital Versions remains the responsibility of the advertiser. Advertiser is responsible for the inclusion of any state–or federal–mandated legal copy relating to the advertisement of cannabis products or services. Publisher accepts no responsibility and shall have no liability to the advertiser, for any consequences where any materials provided to Publisher do not comply with regulations. Advertiser is aware the digital and printed Publication is distributed to all states within the United States and abroad. If the advertiser does not provide a PDF file and digital proof of the relevant advertisements by the Artwork Deadline Date, Publisher is entitled (but not obliged) to re-publish any advertisements previously published in the publication or online. Publisher shall be under no obligation to review or make corrections to any pre- or post-publication advertisement. All Digital Advertisements intended for publication online or within digitally distributed e-newsletters must comply with federal regulations and meet the Artwork Specifications and Technical Requirements.
8. Liability and Indemnity: All advertisements, including without limitation those for which the Publisher has provided creative services, accepted and published in the Magazine or online are subject to the representation by the agency and/or advertiser that they are authorized to publish the entire contents and subject matter thereof in all applicable editions, formats, and derivations of the Magazine or website. In consideration of the publication of advertisements, the advertiser and agency will, jointly and severally, indemnify, defend, and hold the Publisher harmless from and against any and all losses and expenses (including, without limitation, attorney’s fees) (collectively, “Losses”) arising from the publication of such advertisements in all applicable editions, formats, and derivations of the Magazine or website, including, without limitation, those arising from third-party claims or suits for defamation, copyright or trademark infringement, misappropriation, unfair competition, violation of the Lanham Act or any rights of privacy or publicity, or any unfair commercial practice or misleading advertising or impermissible comparative advertising or from any and all claims or regulatory breaches now known or hereafter devised or created (collectively “Claims”). In the event the Publisher has agreed to provide contest or sweepstakes management services, email design, distribution, or other promotional services in connection with an advertising commitment by advertiser, all such services are performed upon the warranty of the agency and/or advertiser that they will, jointly and severally, indemnify and hold the Publisher harmless from and against any and all losses arising out of the publication, use, or distribution of any materials, products (including, without limitation, prizes) or services provided by or on behalf of the agency and/or advertiser, their agents and employees, including, without limitation, those arising from any Claims.
9. General Advertising Standards: General: Agency and/or advertiser accepts full responsibility for the advertisement submitted to Publisher and warrants that all artwork supplied shall be neither defamatory nor obscene and shall comply in all respects with federal and state laws and meet requirements of the SSIA Code of Advertising Ethics and/or other relevant industry codes. Notwithstanding anything to the contrary set out herein, Publisher is entitled, at its absolute discretion, to reject or exclude any advertisements submitted for publication notwithstanding the Publisher’s previous acceptance of the relevant advertiser’s order, whether or not the advertisement has previously been accepted for publication, or previously published.
Publisher shall not be liable for any errors that are outside Publisher’s control, including printing or distribution issues. Any complaint concerning the production or publication of any advertisement must be made in writing to Publisher within four weeks of the relevant Publication Date. Should printing errors occur, Publisher shall make every effort to rectify related errors and reprint advertiser’s advertisement in a subsequent issue. Publisher will exercise reasonable care in preparing and publishing advertisements, but if any advertisement is not published in accordance with the booking confirmation issued by Publisher due to the act or omission of Publisher, Publisher’s maximum liability shall be limited to the amount of any payment made for the relevant advertisement. Publisher shall not be liable in any manner to the advertiser for any error, misprint, or omission that does not materially detract from the look or meaning of any advertisement, nor shall Publisher be liable to the advertiser for any such error, misprint or omission to the extent attributable to the advertiser’s non-compliance with these Terms and Conditions. Advertiser may not sell or transfer advertisement, advertising contract, or advertising credits to any other person, entity, or organization without Publisher’s written consent.
10. Promotional Usage of Magazine Name: In consideration of the Publisher’s reviewing for acceptance, or acceptance of, any advertising for publication in the Magazine or online, the agency and/or advertiser agree not to make promotional or merchandising reference to the Magazine or website in any way without the prior written permission of the Publisher in each instance.
11. Precedence of Terms and Conditions: No conditions, printed or otherwise, appearing on contracts, orders, or copy instructions which conflict with, vary, or add to these Terms and Conditions or the provisions of the Magazine’s Rate Card will be binding on the Publisher, and to the extent, the Terms and Conditions contained herein are inconsistent with any such conditions, these Terms and Conditions shall govern and supersede any such conditions.
12. Ad Placement Discretion: Unless otherwise noted on the Insertion Order or Advertising Contract, the Publisher has the right to insert the advertising anywhere in the Magazine at its discretion, and any condition on contracts, orders, or copy instructions involving the placement of advertising within an issue of the Magazine (such as page location, competitive separation, or placement facing editorial copy) will be treated as a positioning request only and cannot be guaranteed. The Publisher will attempt to keep the same running order of advertisements in the digital edition as they appeared in the print edition, but the Publisher does not make any adjacency guarantees or other promises regarding competitive separation in any reprints or alternate versions.
13. Non-liability for Circulation Failures: The Publisher shall not be subject to any liability whatsoever for any failure to publish or circulate all or any part of any issue(s) of the Magazine because of governmental regulation, strikes, work stoppages, accidents, fires, acts of God, or any other circumstances not within the control of the Publisher.
14. Agency Commissions and Fees: If an advertiser is booking advertisements through an authorized advertising agency, commission may be paid to the agency at Publisher’s discretion. Fees shall be based on a variety of factors including, but not limited to, volume, frequency, and client base.
15. Payment Terms, Late Fees, Collections, and Enforcement: Payment Terms, Late Fees, Collections, and Enforcement: Invoices are rendered on or about twenty (20) days prior to publication. Payments are due upon receipt of invoice. Payment for advertisement must be received ten (10) days prior to publication date. If payment is not received prior to publication date, Publisher reserves the right to pull the advertiser’s advertisement. If the advertisement is a print advertisement for the Magazine, Advertiser shall remain liable for the full price of the advertisement plus the Kill Fee of Four Hundred Dollars ($400).
The Publisher reserves the right to charge interest each month on the unpaid balance at the rate of one and one-half percent (1.5%), or, if such rate is not permitted by applicable law, at the highest rate permitted by applicable law, determined and compounded daily from the due date until paid in full.
The Publisher further reserves the right to change payment terms to cash-with-order at any time and to suspend, cancel, withhold publication of, or refuse future advertising placements, digital campaigns, sponsored content, email distributions, or any other services until all outstanding balances are paid in full.
In the event Advertiser or Agency fails to make payment when due, all outstanding amounts owed under any Insertion Order, Advertising Contract, or other agreement with Publisher shall, at Publisher’s option, become immediately due and payable without further notice.
The Advertiser and/or Agency are jointly and severally liable for payment of all invoices for advertising and any other amounts due under these Terms and Conditions.
In the event Publisher undertakes collection efforts, refers an account to a collection agency, initiates arbitration, files suit, obtains judgment, or otherwise seeks to enforce its rights under these Terms and Conditions, Advertiser and Agency agree to reimburse Publisher for all costs and expenses incurred in connection with such collection or enforcement efforts, including, without limitation, collection agency fees, reasonable attorneys’ fees, court costs, arbitration fees, mediation fees, expert witness fees, investigation costs, filing fees, and all other related expenses. Such amounts shall be in addition to any unpaid balances, accrued interest, late charges, or other sums owed to Publisher.
Cancellation of any Advertising Contract or Insertion Order must be (A) in writing and (B) submitted to the Publisher no less than four (4) weeks prior to the final submission of the advertising on standard position advertisements and no less than twelve (12) weeks prior to any premium positioned advertisement. In the event of a late cancellation, a cancellation fee of seventy-five percent (75%) will be charged. Should Advertiser receive any rate discounts related to a frequency contract and cancel prior to the agreed-upon term specified in the Insertion Order, advertising rates shall be prorated at the actual run rate and may be subject to a Kill Fee based upon the date of cancellation.
16. Confidentiality of Contract Terms: All information relating to an advertiser’s advertising contract, including rates and frequency, shall be considered Confidential Information and neither advertiser nor agency may disclose such information without obtaining the Publisher’s prior written consent.
17. Conditions for Discounts and Rebates: Any and all negotiated advertiser discounts are only applicable to and available during the period in which they are earned. Rebates resulting from any and all earned advertiser discount adjustments must be used within the contracted period as outlined in the Insertion Order.
18. Legal Compliance and Dispute Resolution: Both Publisher and Advertiser warrant they will observe their respective obligations in connection with these Terms and Conditions. These Terms and Conditions shall be construed under, and governed by, the laws of the State of California, and any disputes shall be submitted to final and binding arbitration. The arbitrator shall be selected in accordance with the rules of Arts Arbitration and Mediation Services. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of California. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
The prevailing party in any arbitration, mediation, litigation, or other proceeding arising out of or relating to these Terms and Conditions shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party in addition to any other relief awarded.
19. Additional Copies: Additional copies of the Magazine are available to advertisers upon request. Please contact your representative to request back issues or additional copies. Any correspondence by mail may be sent to: Incunabulum, LLC, c/o mg Magazine, 23055 Sherman Way, No. 5069, West Hills, CA 91308 (310) 421-1860. Incunabulum, LLC is a Delaware company with corporate offices located in California.
20. Terms Regarding Acquisitions: If a third party either acquires or is acquired by advertiser during the term of an Insertion Order, any advertising placed by such third party in an issue of the Magazine that closed prior to the date of acquisition will not contribute to advertiser’s earning discounts.
21. Right to Modify Terms: The Publisher reserves the right to modify the terms and conditions of this agreement at any time. Should there be any modifications, the Publisher will provide advance notice to the Advertiser. Notwithstanding any such modifications, the terms and conditions in effect at the time an Insertion Order is signed will continue to govern that Order unless the Advertiser expressly agrees in writing to any changes proposed by the Publisher.
NOTE: The publication dates and editorial themes outlined in the “Editorial Calendar” are subject to change, and any changes shall be provided to clients upon request.
