ADVERTISING TERMS AND CONDITIONS OF LITURGICAL PUBLICATIONS INC.
Version 1.1 11-29-22
Thank you for your participation as an advertiser with Liturgical Publications Inc. (“LPi”)! LPi makes commitments to organizations sponsoring publications (including religious institutions, nonprofits and government municipalities, each a “Sponsoring Organization”) based on your commitments to LPi. These terms and conditions (“T&C”), together with the advertising commitments set forth in the order, invoice or other applicable agreement between you (“Advertiser”) and LPi, constitute the entire agreement between you and LPi (collectively, the “Agreement”). In the event of any conflict between these T&C and an order, invoice or other agreement between the parties, these T&C shall control.
- Circulation. Advertiser acknowledges and agrees that (a) LPi’s agreement with the applicable Sponsoring Organization establishes content requirements (including with respect to advertisements and related copy and/or artwork, logos, graphics and photographs (collectively, “Copy”) and any print and/or digital distribution/publication requirements) and (b) LPi will, in its sole discretion, determine appropriate delivery methods with the applicable Sponsoring Organization (collectively, the “Circulation”).
- Advertiser Materials. Advertiser agrees to provide the requisite Copy (whether in digital or physical form as requested by LPi) to LPi on a timely basis to facilitate placement of Advertiser’s advertisement, as set forth in the Agreement (the “Advertisement”), into the applicable Circulation(s), in accordance with the distribution channel(s) set forth in the Agreement. Advertiser hereby grants LPi a limited, worldwide, royalty-free, non-exclusive license, with the right to sublicense to the Sponsoring Organization(s), to use, reproduce, prepare derivative works, publish and distribute the Advertisement and Copy (including all of Advertiser’s intellectual property contained therein) in order to fulfill LPi’s commitments in accordance with the Agreement. Advertiser represents and warrants that it owns the Advertisement and Copy, that the Advertisement and Copy will not infringe or otherwise violate the rights of any third party and has the right to grant LPi and its sublicensees the license set forth above. Advertiser acknowledges and agrees that Advertisements and Copy may be subject to approval by a Sponsoring Organization. In the event a Sponsoring Organization notifies LPi that an Advertisement and/or Copy does not conform with the Sponsoring Organization’s requirements, LPi may, in its sole discretion: (a) modify Advertiser’s Advertisement and/or Copy or (b) refund any amounts paid by Advertiser pursuant to the Agreement and terminate the Agreement without penalty.
- Payment. LPi will issue an invoice to Advertiser by the United States Postal Service or electronic delivery (e.g. email). Advertiser acknowledges and agrees that its payment (in full or in part) of any such invoice constitutes its acceptance (or reaffirmation) of these T&C. Any and all payments made by Advertiser to LPi are non-refundable, except in the event of Advertiser’s termination of the Agreement in accordance with Section 4 of these T&C. In the event Advertiser terminates the Agreement in accordance with Section 4 of these T&C, Advertiser shall be entitled to a partial refund for the pro rata share of any advertising fees prepaid by Advertiser based on the remaining number of days in the then-current term.
- Termination. Advertiser may not terminate the Agreement for any reason prior to expiration of the applicable term, unless (subject to Section 6 of these T&C) LPi materially breaches the Agreement and fails to cure such breach within 30 days of receipt of notice of such breach from Advertiser.
- Change in Sponsoring Organization. In the event a Sponsoring Organization ceases to do business for any reason (whether permanently or temporarily or by merger, acquisition or otherwise), LPi reserves the right to transfer Advertiser’s Advertisement and Copy to another Sponsoring Organization of a similar nature and geographic proximity for the remainder of the applicable term, in LPi’s sole discretion.
- Indemnification; Limitation on Liability. Advertiser hereby agrees that (a) LPi is not responsible or liable to Advertiser or any other person for any losses, damages, costs or expenses (including lost revenue and legal fees, collectively “Losses”) arising out of or related to any distribution disruptions or other failure to perform due to weather, emergencies, pandemics, strikes, natural disasters, war, acts of God or other causes beyond LPi’s reasonable control, (b) LPi is not responsible or liable for any Losses in the event a Sponsoring Organization cancels or otherwise does not proceed with a Circulation and/or denies distribution of Advertiser’s Advertisement or Copy and (c) Advertiser shall indemnify and hold LPi and its employees, officers, directors, agents, affiliates, successors, sublicensees and assigns harmless from and against any and all Losses arising from or otherwise related to (i) the Agreement, the Copy or Advertisement, except to the extent such Losses are caused by LPi’s willful misconduct or material breach of LPI’s obligations under the Agreement, and/or (b) third party claims that Advertiser’s Advertisement and/or Copy infringes or violates such third party’s intellectual property. In no event shall LPi’s liability under the Agreement exceed the fees received by LPi in connection with such Agreement.
- AUTOMATIC RENEWAL. LPi will notify Advertiser approximately 60 days prior to the Agreement’s expiration that the Agreement will automatically renew at the end of such term. Unless Advertiser provides 30 days’ notice of intent not to renew the Agreement, the Agreement shall automatically renew for an additional term identical to the initial term. LPi will provide any adjustments to pricing applicable to the renewal term(s) to Advertiser in writing with such notice of automatic renewal. In the event that the term automatically renews in accordance with these T&C contrary to LPi’s agreement with the applicable Sponsoring Organization(s), LPi agrees to promptly refund the balance of any excess amounts paid by Advertiser.
- Taxes. All amounts to be paid by Advertiser under the Agreement are exclusive of sales, use and excise taxes, and any other similar taxes and charges, imposed by any governmental authority on such amounts. Advertiser shall be responsible for all such taxes and charges, except for any taxes imposed on LPi’s income.
- Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under the Agreement without the prior written consent of the other party, provided, however, that LPi may assign the Agreement to any of its affiliates, a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of LPi’s assets.
- Notices. Any notices required to be provided under the Agreement may be provided by United States Postal Service and/or electronic means (e.g. email), to the address and/or email address provided by the receiving party.
- Governing Law. The Agreement shall be construed and interpreted according to the laws of the State of Michigan, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.