This document, titled "DOWNTOWN Magazine Print Ad Terms" (the "Terms"), is effective as of December 1, 2013. These Terms set forth the terms and conditions under which advertisers may book and publish print advertisements in DOWNTOWN Magazine. 

 

WHEREBY, these Terms serve to ensure that all advertisements comply with DOWNTOWN Magazine's editorial standards and guidelines, and to delineate the rights and responsibilities of both the advertiser and the publisher;

 

WHEREBY, DOWNTOWN Magazine operates under the applicable laws and regulations governing print advertising, and expects the advertisers to adhere to all legal requirements pertinent to the content and presentation of their advertisements;

 

WHEREBY, DOWNTOWN Magazine has made these Terms publicly accessible on its website to ensure transparency and informed consent from advertisers.

 

NOW, THEREFORE, DOWNTOWN Magazine and the advertiser mutually agree to abide by the following terms and conditions regarding the booking, payment, content control, indemnity, copyrights, deadlines, and other related matters as outlined in the succeeding sections of this document.

 

1. Scope Of Terms

 

These Terms apply to all print advertisements booked and published in DOWNTOWN Magazine by any advertiser. For these Terms, the following definitions shall apply: 

 

 a. 'Advertiser' refers to any individual or entity who places an order for print advertising space in DOWNTOWN Magazine. 

 

 b. 'Advertisement' refers to any promotional content submitted by the Advertiser intended for publication in DOWNTOWN Magazine, including but not limited to text, images, graphics, and other materials. 

 

 c. 'Publisher' refers to DOWNTOWN Magazine and its authorised representatives responsible for the publication and distribution of the magazine. 

 

 d. 'Media Kit' refers to the collection of documents provided by DOWNTOWN Magazine, outlining advertising options, specifications, rates, and deadlines. 

 

 e. 'Effective Date' refers to the date on which these Terms become effective as indicated at the beginning of this document.

 

2. Acceptance And Binding Effect

 

By proceeding with a Booking and submitting advertising materials, the Advertiser expressly agrees to be bound by these Terms. This acceptance is deemed to occur upon completing the Booking process, regardless of any signature or additional acknowledgment. The Advertiser acknowledges that these Terms constitute a legally binding agreement between the Advertiser and the Publisher. Furthermore, the Advertiser affirms that it has reviewed and understood the Terms and agrees to comply fully with all the requirements, including but not limited to payment obligations, content standards, deadlines, and any other stipulations contained herein. Any modifications to these Terms must be agreed upon in writing by both parties to be enforceable.

 

3. Booking And Deadlines

 

a. Booking Process: Advertisers must reserve advertising space by emailing DOWNTOWN Magazine by the Booking Deadline detailed in the Media Kit. The booking shall be considered confirmed only upon written acknowledgment by DOWNTOWN Magazine. 

 

 b. Submission Deadline: All advertisement materials must be submitted by the Submission Deadline outlined in the Media Kit. DOWNTOWN Magazine reserves the right to refuse any advertisements submitted after the deadline or to charge late submission fees. While Advertiser preferences may be noted, final Advertisement placement is at the sole discretion of the Publisher.

 

4. Ad Material Requirements

 

Advertisers are required to submit Ad Materials that adhere to the quality, format, and technical standards specified in the Media Kit, which DOWNTOWN Magazine will supply at the request of the Advertiser. Proofs will be provided where practicable, depending on deadlines and material submission times. Advertisers are entitled to one round of changes. Additional revisions may be charged at $80/hour, billed in 30-minute increments.The following requirements must be met to ensure compliance and compatibility with DOWNTOWN Magazine's printing processes:

 

a. Quality: Ad Materials must be of high resolution, with a minimum of 300 DPI, and ensure clear readability of all text and graphics when printed.

 

b. Format: Files must be submitted in the following formats: PDF, EPS, TIFF, or JPEG. No other formats will be accepted. All fonts must be embedded or outlined in vector files.

 

c. Submission: All Ad Materials must be submitted to the designated email or file upload portal as specified by DOWNTOWN Magazine in the Media Kit by the deadlines stated in Clause 3: Booking and Deadlines.

 

d. Revisions and Approvals: Advertisers are responsible for ensuring that Ad Materials meet these requirements prior to submission. DOWNTOWN Magazine reserves the right to request revisions or reject Ad Materials that do not meet the specified standards.

 

f. Verification: It is the advertiser's responsibility to verify that all Ad Materials are legally compliant and do not infringe on any intellectual property rights. DOWNTOWN Magazine is not responsible for verifying the legality or originality of the content submitted.

 

g. Front Cover Packages: Front cover packages will include the DOWNTOWN masthead and editorial teasers, styled exclusively by the Publisher. The Publisher’s layout decisions are final, and external branding or design guidelines will not be accommodated.

 

5. Editorial Rights And Content Control

 

The Publisher reserves the right to review, edit, accept, or reject any Advertisement submitted for publication based on DOWNTOWN Magazine's established Editorial Standards. These standards include but are not limited to compliance with legal requirements, relevance to the magazine's target audience, avoidance of offensive or inappropriate content, and adherence to quality and aesthetic guidelines. Advertisements that do not meet these Editorial Standards, or that may conflict with the editorial integrity or reputation of DOWNTOWN Magazine, will be edited or rejected at the Publisher's discretion. The Advertiser acknowledges and agrees that the Publisher’s decisions concerning content control are final and binding. Submission of editorial-style content does not guarantee publication. If accepted, the Publisher reserves the right to edit for length, tone, clarity, and house style. Layout and formatting of editorial content is determined exclusively by the Publisher.

 

6. Payment Terms

 

All Advertisers must remit payment for booked ad space as follows: 

 

6.1 Standard Terms: Advertisers will receive an invoice from the Publisher upon booking ad space. Payment is required within thirty (30) days of the invoice date, unless otherwise stipulated in a separate agreement. Accepted payment methods are credit card and bank transfer. Payment plans may be offered at the publisher’s discretion, with unique terms determined for each advertiser if approved. 

 

6.2 Late Payments: If payment is not received by the specified due date, the Publisher reserves the right to cancel the Advertiser's booked ad space and assess any cancellation fees as outlined in Clause 7 (Cancellation and Changes). Furthermore, the Publisher may, at its sole discretion, refuse future advertisements from Advertisers with outstanding balances until full payment is made. 

 

6.3 Dispute Resolution: In the event of a billing dispute, Advertisers must notify the Publisher in writing within five (5) business days of the invoice date. Failure to provide timely notification will result in the Advertiser waiving any rights to dispute the charges. The Publisher will review disputed amounts and work with the Advertiser to reach a resolution.

 

7. Cancellation And Changes

 

a. Cancellation Rights: An Advertiser may cancel a Booking at any time prior to the publication deadline for the respective Issue, but once the invoice is paid, no refunds are issued. Cancellation requests must be made in writing and sent to DOWNTOWN Magazine’s designated contact person. 

 

b. Rescheduling Ad Placements: Should the Advertiser wish to reschedule an ad placement to a future Issue, this must be requested in writing before the editorial deadline of the original Issue booked. Approval of rescheduling requests will be subject to availability in the future Issue and will not incur additional fees if rescheduled before the editorial deadline. Rescheduling requests submitted after the editorial deadline will be treated as a new booking and may incur additional costs. 

 

c. Exceptional Circumstances: In cases of unforeseen adverse events, such as natural disasters, that prevent the timely submission of ad materials, DOWNTOWN Magazine reserves the right to consider refunds or rescheduling on a case-by-case basis, notwithstanding the standard policies outlined above. 

 

d. Finality of Decision: DOWNTOWN Magazine's decisions regarding cancellation, refunds, and rescheduling are final and binding on the Advertiser.

 

8. Liability And Limitation Of Damages

 

The Publisher shall not be liable for any errors, omissions, or failure to publish Advertiser-supplied content in the Advertisement. The Advertiser acknowledges and agrees that, except in cases of willful misconduct or gross negligence, the Publisher’s liability shall be limited to the amount paid by the Advertiser for the placement of the Advertisement that is subject to the error or omission. Under no circumstances shall the Publisher be liable for any indirect, special, incidental, or consequential damages, including but not limited to lost revenue or profits, arising out of or in connection with the publication or failure to publish the Advertisement. The Advertiser is responsible for reviewing its Advertisement and promptly notifying the Publisher of any errors encountered prior to publication deadlines, in accordance with Clause 3. If the Advertiser fails to notify the Publisher within the agreed timeframe, the Publisher’s liability shall be waived. Furthermore, the Publisher reserves the right to make minor adjustments or corrections to the Advertisement that do not materially affect its content without prior consent from the Advertiser. The Publisher shall not be held liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to natural disasters, government actions, pandemics, or illness. If the issue is delayed but eventually published, no refunds will be issued provided the Advertisement appears in the originally booked issue.

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9. Indemnification

 

The Advertiser agrees to indemnify, defend and hold harmless the Publisher, its affiliates, officers, directors, employees, and agents, from and against any and all claims, actions, demands, suits, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to (a) the content of any Advertisement provided by the Advertiser, (b) any breach of the representations, warranties or obligations of the Advertiser under these Terms, and (c) any violation of applicable laws or regulations by the Advertiser in connection with the Advertisement. This indemnification obligation shall survive the termination or expiration of these Terms.

 

10. Copyright And Intellectual Property

 

1. Ownership and Rights: The Advertiser retains ownership of all intellectual property rights in the content provided for the Advertisement, subject to any third-party rights therein. By submitting the Advertisement to the Publisher, the Advertiser grants the Publisher a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and display the Advertisement in the print edition of DOWNTOWN Magazine and promotional materials related to the publication. 

 

2. Required Rights: The Advertiser warrants and represents that it has all necessary rights, permissions, and consents to grant the Publisher the licenses specified herein. This includes but is not limited to copyrights, trademarks, and any rights of publicity or privacy pertaining to the content of the Advertisement. The Advertiser is responsible for ensuring that the Advertisement does not infringe upon any third-party intellectual property rights. 

 

3. Post-Publication Use: The Publisher may continue to use the Advertisement even after the initially agreed publication period for archival purposes, promotional use, and any other related activities in accordance with the terms of this license. The Publisher will not alter the content of the Advertisement for post-publication use without the Advertiser's prior written consent. 

 

4. Intellectual Property Protection: Both parties agree to respect each other's intellectual property rights. The Advertiser shall not use the Publisher’s trademarks or branding in any manner outside the scope permitted by the Publisher's Media Kit without explicit written consent from the Publisher.

 

11. Use Of Downtown Magazine Branding

 

The Advertiser acknowledges and agrees that the use of DOWNTOWN Magazine's logo, trademarks, trade names, service marks, or any other branding elements (collectively, 'DOWNTOWN Magazine Branding') is strictly prohibited outside the scope of the published advertisements within DOWNTOWN Magazine. Any unauthorised use of DOWNTOWN Magazine Branding by the Advertiser in any other medium or context, including but not limited to advertisements in other publications, digital platforms, social media, promotional materials, or other marketing efforts, is expressly forbidden. The Publisher reserves the right to take immediate legal action to protect its intellectual property rights and to seek remedies for any unauthorised use of its branding. The Advertiser is also required to comply with any specific guidelines or instructions provided by the Publisher regarding the use of DOWNTOWN Magazine Branding within their advertisements.

 

12. Reference And Incorporation Of Media Kit

 

The Media Kit, which contains detailed specifications, advertising rates, and placement options, is hereby incorporated by reference into these Terms. Advertisers agree to comply with the current specifications and rates outlined in the Media Kit. DOWNTOWN Magazine reserves the right to modify the contents of the Media Kit, including specifications and rates, at any time without prior notice. Any changes will take effect immediately upon posting of the updated Media Kit on DOWNTOWN Magazine's website. It is the advertiser's responsibility to regularly review the Media Kit for any updates or changes. Continued use of DOWNTOWN Magazine's advertising services after any modifications to the Media Kit implies acceptance of the revised specifications and rates.

 

13. Communication Of Changes

 

DOWNTOWN Magazine (the 'Publisher') will communicate any changes to the Media Kit or deadlines to the advertisers ('Advertisers') in the following manner: a. Written Notification: Through written communication, the Publisher will email the advertiser of any changes to the Media Kit or deadlines. The Publisher will not be responsible for any losses or damages incurred due to an Advertiser's failure to adhere to the communicated changes.

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14. Governing Law And Jurisdiction

 

These Terms shall be governed by and construed in accordance with the Corporations Act 2001 and the Australian Consumer Law, without regard to its conflict of law principles. Any legal actions, suits, or proceedings arising out of or relating to these Terms shall be brought exclusively in the courts of NSW, including the Supreme Court and other relevant tribunals, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

 

15. Arbitration And Class Action Waiver

 

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved through binding arbitration conducted in accordance with the rules of the Commercial Arbitration Act 2010. The arbitration shall take place in the NSW where DOWNTOWN Magazine's principal place of business is located unless another location is mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties also agree that any arbitration will be conducted only in their individual capacity and not as a class action or other representative action. 

 

16. Miscellaneous Provisions

 

This clause outlines various standard provisions applicable to the Terms. These provisions include, but are not limited to, enforceability, amendment, notices, and related matters. a. Enforceability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms shall continue to be valid and enforceable to the fullest extent permitted by law. Additionally, the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that, to the maximum extent possible, achieves the intended purpose of the original provision. b. Amendment: These Terms may be amended, modified, or supplemented only in writing and with the prior written consent of DOWNTOWN Magazine. c. Notices: Any notice, request, demand, or other communication required or permitted to be given under these Terms shall be in writing and shall be deemed to have been duly given if delivered personally, sent by recognised overnight courier service, or sent by certified or registered mail, return receipt requested. Notices shall be addressed to the parties at the addresses listed or other addresses as may be specified by the parties in writing from time to time. d. Assignment: The advertiser may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of DOWNTOWN Magazine. e. Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. f. Waiver: No waiver by either party of any breach or default of these Terms by the other party shall be deemed to be a waiver of any preceding or subsequent breach or default. g. Survival: Provisions of these Terms that by their nature should survive termination or expiration shall do so. h. Headings: The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.