McClatchy Ad Manager Advertising Terms And Conditions
Last Updated: June 6, 2022
Thank you for choosing your local McClatchy marketing partner ("McClatchy") to support your advertising needs. We are excited to work with you! Below are the terms and conditions that will govern our relationship and the services provided. PLEASE READ THESE TERMS CAREFULLY BEFORE PLACING YOUR ORDER. THEY ARE A BINDING LEGAL AGREEMENT AND BY PLACING YOUR ORDER YOU AGREE TO BE BOUND BY THESE TERMS.
Only retail business or service advertising can be placed through McClatchy Ad Manager. If you need to place a political/advocacy, employment, legal notice, obituary or major/national campaign please contact inbound@mcclatchy.com and one of our team members will be in touch shortly
1. Description of Service
These McClatchy Ad Manager Advertising Terms and Conditions (which, together with the Order as defined in Section 2, shall be referred to as the "Order", “Agreement”, or “Terms & Conditions”), will apply to any and all requests you submit for advertising (the "Ads") on McClatchy’s, or its affiliates’ websites, applications and/or newsletters, via the McClatchy Ad Manager platform managed by DanAds International AB (the “Platform”) or in any other manner as determined by McClatchy in its sole discretion.
In the event that McClatchy no longer utilizes the Platform and offers similar types of advertising on another platform, you agree that if you continue to use the new platform you will be bound by the terms of this Agreement.
Except as otherwise provided in Sections 2, 3 and 4 below, McClatchy will display your Ad(s) beginning on the start date and ending on the sooner of (a) the end date or (b) the point at which the overall sum of the total cost per click charges, impression levels, or flight duration commitments stipulated in the Order reaches the net amount of the Ads purchased. McClatchy uses good faith efforts to deliver the agreed to number of click-throughs or impressions within the time period stated, but will not be liable at all for failing to do so, however, if McClatchy fails to fulfill the Deliverables in a digital Order you will receive a prorated credit. McClatchy will address any print Ad failures on a case-by-case basis.
2. Order and Deadline Rules
For each Order you place with McClatchy, you will use the Platform to complete and submit an insertion order or online order (both of which are referred to as an “Order”). If you need to make a change to your Order and the Deadline for that Order has not passed you will be able to make your own changes within the Platform (examples of changes to the Order: the placement description, the Ad creative, the start or end dates and/or the number of Ad requests). A Deadline is defined as the latest date and time by which a digital and/or print Order can be placed ("Deadline"). Before the Deadline, if you need to make a change or to cancel your Order go back into your Order and make the changes needed. If the Deadline has passed, you may not be able to make any changes. You cannot change these Terms & Conditions. The rates that appear within the Platform are McClatchy's official rates and cannot be altered. Your submission of an Order is an acceptance of McClatchy's then-current rates. Any offers that quote rates that vary from the rates offered by McClatchy will not be binding on McClatchy, and will be deemed requests for advertising at McClatchy’s then-current rates. Each Order is a binding agreement between you and McClatchy and is not subject to cancellation, except as provided below under Section 6. You agree to use the Platform in accordance with all applicable laws and in a manner that does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by McClatchy in its sole discretion. Each Order shall specify the types of Ads being purchased and the parameters around the Ads to be delivered (e.g. print ads, impressions, clicks, or other desired actions as the “Deliverables”), the price for such Deliverables, the maximum amount of money to be spent pursuant to the Order (if applicable), and the start and end date of the campaign, if applicable. If there is no such specificity, the Order shall stipulate the technical mechanism by which you and McClatchy agree to such details from transaction to transaction during the lifetime of the Agreement, except that (i) references in the Order to an “impression” mean each instance in which an Ad is served and displayed, whether or not it is seen or clicked on; and (ii) references to a “click” or “click-through” mean each act of a user clicking on an ad, regardless of whether the user arrives at the destination.
3. Ads
McClatchy reserves the right, without liability, to reject, remove and/or cancel any Ads which contain content or links which do not meet McClatchy Ad Manager Creative Approval Policy (the "Advertising Requirements"), at McClatchy’s sole discretion. McClatchy’s sole liability under this Section shall be to refund the prorated portion of amounts paid for the unfulfilled advertising term if any.
3.1. By placing an Order with McClatchy, you grant McClatchy the right to display the Ad(s) you provide on either McClatchy's print products or McClatchy's digital products such as branded websites, partner websites, and/or emails as they relate to the Deliverables within the Order. Failure by McClatchy to publish any requested Ads does not constitute a breach of contract or otherwise entitle you to any legal remedy.
3.2. Please review the McClatchy Ad Manager Creative Approval Policy before providing your Ad(s). Should you fail to comply with the McClatchy Ad Manager Creative Approval Policy the processing of your Order or the delivery of your Ad(s) may be delayed. In the event your Ad(s) do not meet the McClatchy Ad Manager Creative Approval Policy, McClatchy will attempt to contact you before the Deadline via the email address you provided to correct the error. If we do not hear from you prior to the Deadline, McClatchy will have the right to immediately terminate the applicable Order and refund to you any monies previously paid less any amounts McClatchy has already paid to our third-party service providers on your behalf.
3.3. You agree that you will be solely responsible for the content of your Ad(s) and any website linked to or from your Ad(s). Further, you agree to indemnify McClatchy for all loss, costs, and damages in connection with any claims of infringement of any third-party rights. You represent, warrant and covenant to McClatchy that you, at all times, (a) are fully authorized to publish the entire contents and subject matter of all requested Ad(s) (including, without limitation, all text, graphics, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; and (c) have the full corporate rights, power and authority to enter into this Order and to perform the acts required of it hereunder, and its execution of this Order does not and will not violate any agreement to which it is a party or by which it is otherwise bound, or any applicable law, rule or regulation.
3.4. Public Announcements. McClatchy may publicize the fact that you are a McClatchy client in a press release. However, you may not use, display or modify McClatchy’s trademarks in any manner without the prior written consent of McClatchy.
4. Cookies
4.1. When you want to drop cookies on users’ device or use pixels, trackers, web beacons or other data collecting technology (the “Data Collecting Technology”) for the purpose other than displaying or providing advertising on the Site and tracking conversions and related data, and feed into analytics and measurements, you will notify McClatchy in advance of placing your Order and provide all information requested by McClatchy regarding such Data Collecting Technology for these purposes. If McClatchy authorizes you to use Data Collecting Technology, McClatchy will provide written authorization within the Order and you agree to use such Data Collecting Technology and all data collected from it solely in the manner disclosed to McClatchy. Further, you also agree and warrant that any Data Collecting Technology dropped using the Platform shall expire within 13 months of the date it is first dropped on a user’s browser.
4.2. You represent and warrant that you will only drop Data Collecting Technology on the device of any end user to whom such Ads are served, provided that: a. you comply with all applicable laws and regulations and all user preferences of which you are aware or should be aware, and shall not cause McClatchy to be in breach of any applicable laws, regulations, and preferences, b. the Data Collecting Technology is dropped or used only for the purposes of displaying advertising or analyzing impressions, campaign performances, and click-through rates, and not for any other purposes (including targeting or retargeting users of McClatchy or creating lookalike models); and c. you will not disclose the data collected through any such Data Collecting Technology to any third parties, or combine it with any information collected from other sources (including for the purpose of building user profiles).
5. Privacy and Compliance
You agree to be bound by our Privacy Policy.
From the date that an Ad begins to run, through the expiration of the Order or termination of the Agreement or applicable Order, you shall have a privacy policy in place governing your use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related Order will comply with all applicable laws, regulations and privacy policies. Furthermore, unless otherwise explicitly authorized by McClatchy, you will not: (a) use or disclose Order details, or any data collected pursuant to this Agreement, including but not limited to an end user’s recorded view or click of an Ad, on a non-aggregated basis, for retargeting or any purpose other than performing under the Order, or internal reporting or internal analysis; or (b) use or disclose any personally identifiable information collected from individual end users during delivery of an Ad pursuant to the Order in any manner other than in performing under the Order. You will require any third party or affiliate used in the performance of the Order on your behalf to be bound by the confidentiality and non-use obligations at least as restrictive as those on you unless otherwise set forth in the Order. This section shall survive the completion, expiration, termination or cancellation of this Order.
6. Payment Terms and Calculations
The charges for your Ads will be collected when you place the Order or at McClatchy’s discretion, you will be invoiced by McClatchy on a monthly basis upon completion of the calendar month in which the advertising was displayed. McClatchy’s payment terms are net 30 days from the date of invoice. In addition to any other rights, McClatchy may immediately remove your Ads in the event of your non-payment. All sums payable by you to McClatchy under this Agreement are exclusive of any taxes. All unpaid advertising fees shall accrue interest at the rate of 1.5% per month until paid, or the legal maximum, whichever is less.
7. Term and Termination
This Agreement is effective when you submit your Order. You may terminate this Agreement only if a material breach of this Agreement remains uncured after the non-breaching party has given thirty (30) days prior written notice to the breaching party specifying the breach. However, either party may cancel any specific Order so long as the Deadline has not passed. If an Order remains in effect, these Terms & Conditions also remain in effect. If any Order is canceled for any reason, you will pay to McClatchy, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered Ad requests up to the effective date of cancellation. IF EITHER PARTY TERMINATES ANY ORDER, YOUR SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO MCCLATCHY UNDER THE ORDER. NEITHER MCCLATCHY NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO YOU.
8. Liability, Warranty & Indemnity
8.1. EXCEPT AS OTHERWISE STATED HEREIN, MCCLATCHY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE MCCLATCHY SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE MCCLATCHY SITE. MCCLATCHY DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ARISING OR RESULTING FOR YOUR USE OF THE PLATFORM (AS APPLICABLE) OR ANY OTHER SIMILAR ADVERTISING PLATFORM, AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL MCCLATCHY OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY MCCLATCHY FROM YOU FOR THE SPECIFIC AD AT ISSUE.
8.2. You agree to defend, indemnify and hold harmless McClatchy and each of McClatchy’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with your Ad, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of McClatchy.
9. General Provisions
These Terms & Conditions are governed by California law and you waive any claims that may arise under the laws of other countries or territories. You must institute any claim, cause of action or dispute (“claim”) with McClatchy arising out of or relating to this Agreement exclusively in the courts of Sacramento, California, and you agree to submit to the exclusive jurisdiction of such courts. No joint venture, partnership, employment, or agency relationship exists between you and McClatchy. McClatchy will not be deemed to have waived or modified any of these Terms & Conditions except in writing signed by its duly authorized representative. You may not assign your rights hereunder to any third party unless McClatchy expressly consents to such assignment in writing. If any provision of these standard Terms & Conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms & Conditions will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the subject matter of the Order, except for alternate (a) payment or (b) cancellation language, as specifically provided in the business terms in the Order. All notices to McClatchy relating to any legal claims or matters must be made in writing to McClatchy, attn: General Counsel, 1601 Alhambra Blvd., Suite 100, Sacramento CA, 95816 or Legal@mcclatchy.com. Each party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and you may not disclose any details about it, including McClatchy's rates, to any third party without the prior written consent of McClatchy. Notwithstanding the foregoing, the recipient may disclose such confidential information if required by any judicial or governmental request, requirement or order; provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order. The Order and Terms & Conditions constitute the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, McClatchy may amend this Agreement at any time, by giving you notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless you terminate this Agreement, any amendments shall be automatically effective thirty (30) days after the notification.