THE GOLDEN HOUR BIRTH PODCAST
Advertising Terms and Conditions
The following terms and conditions govern all entities that place advertising (“Sponsor”) either directly (“Advertiser”) or through an agent (“Agency”) with podcasts (“Podcasts”) or episodes thereof (“Episodes”) created or produced by THE GOLDEN HOUR BIRTH PODCAST (“THE GOLDEN HOUR BIRTH PODCAST”) or through THE GOLDEN HOUR BIRTH PODCAST with any third party websites, apps, or any other service (including, but not limited, to, Instagram) (collectively, the “Third Party Services”). THE GOLDEN HOUR BIRTH PODCAST together with the Third Party Services shall be collectively referred to herein as the “THE GOLDEN HOUR BIRTH PODCAST Service”. The placement of advertising in any THE GOLDEN HOUR BIRTH PODCAST Service constitutes the agreement of Sponsor (and, if Sponsor is an Agency, the Advertiser represented by Agency) to these terms and conditions and, to the extent ads are placed on any Third Party Services, such placement also constitutes the agreement of Sponsor (and, if Sponsor is an Agency, the Advertiser represented by Agency) to such Third Party Services’ then-applicable terms and conditions. These terms and conditions may be modified from time to time by THE GOLDEN HOUR BIRTH PODCAST, and the terms and conditions of any Third Party Services may be modified from time to time by such Third Party Service; additional placement of advertising will constitute the agreement of Sponsor (and, if Sponsor is an Agency, the Advertiser represented by Agency) to any such modifications.
- Services. Subject to these terms and conditions, THE GOLDEN HOUR BIRTH PODCAST shall provide the advertising services (the “Services”) identified in a Sponsorship Agreement signed by THE GOLDEN HOUR BIRTH PODCAST and Sponsor, provided that Sponsor provides any required images, information, branding guidelines and audio content as required prior to release of any sponsored Episode. Unless otherwise provided in the Sponsorship Agreement, THE GOLDEN HOUR BIRTH PODCAST shall be authorized to create original advertising copy for Sponsor based on branding and promotional guidelines provided by Sponsor; provided that in no event shall any sponsorship by Sponsor entitle Sponsor (or, if Sponsor is an Agency, the Advertiser represented by Agency) to exercise any editorial control over the content of any Podcast or Episode beyond the sponsored content related to Advertiser, including, without limitation, any control over guest selection, language, Podcast or Episode co-sponsorship, topics of discussion, or expression of the host’s or any guest’s opinion.
- Fees and Charges; Payment. For the Services, Sponsor shall pay THE GOLDEN HOUR BIRTH PODCAST the fees and charges set forth in the Sponsorship Agreement. Except as otherwise provided in the Sponsorship Agreement, payment shall be due in full upon execution of the Sponsorship Agreement.
- Representation and Warranty; Indemnity. Sponsor (and, if Sponsor is an Agency, the Advertiser represented by Agency) represents and warrants to THE GOLDEN HOUR BIRTH PODCAST that Advertiser or Agency, as the case may be, holds all necessary rights to permit the use of any advertising and advertising copy provided by Sponsor or created by THE GOLDEN HOUR BIRTH PODCAST pursuant to branding and promotional guidelines provided by Sponsor, and that any products or services made available to users through the advertisement will not (a) violate any criminal laws or any rights of third parties or (b) contain any material that is unlawful or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Sponsor (and, if Sponsor is an Agency, the Advertiser represented by Agency, jointly and severally) agrees to indemnify, defend and hold harmless THE GOLDEN HOUR BIRTH PODCAST and its members, officers, employees and agents from and against any and all claims, damages, liabilities, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from any (i) breach of any of the foregoing representations and warranties or (ii) any third-party claim arising from use of or access to the advertisement under these terms and conditions or any products or services made available to users through the advertisement under these terms and conditions.
- Right to Cancel or Terminate. THE GOLDEN HOUR BIRTH PODCAST may at its discretion, and at any time, cancel any advertising order or reject any advertising copy, whether or not the same has already been acknowledged, accepted or previously published or transmitted, including, but not limited to, for reasons relating to the content of the advertisement. In the event of such cancellation or rejection by THE GOLDEN HOUR BIRTH PODCAST, advertising already run and to be run shall be paid for at the rate that would apply if the entire order were published or transmitted. In addition, THE GOLDEN HOUR BIRTH PODCAST reserves the right to (i) remove from selected Podcasts or Episodes advertisements containing matter that listeners have deemed objectionable; and (ii) implement blocking technology (including, but not limited to, geo-blocking technology) in connection with a THE GOLDEN HOUR BIRTH PODCAST Service. THE GOLDEN HOUR BIRTH PODCAST may, at its discretion, terminate its relationship with Sponsor for the breach of any of the terms hereof, including without limitation a breach based on the failure on the part of Sponsor to pay each bill by its due date.
- Limitation of Liability. If THE GOLDEN HOUR BIRTH PODCAST fails to publish or transmit an advertisement in accordance with the schedule provided in the Sponsorship Agreement, the sole liability of THE GOLDEN HOUR BIRTH PODCAST and exclusive remedy of Sponsor (or, if Sponsor is an Agency, the Advertiser represented by Agency) shall be limited to placement of the advertisement at a later time in a comparable position until the total advertising time is delivered. In no event shall THE GOLDEN HOUR BIRTH PODCAST be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of any Third Party Service. IN NO EVENT SHALL THE GOLDEN HOUR BIRTH PODCAST BE LIABLE UNDER ANY SPONSORSHIP AGREEMENT OR THESE TERMS AND CONDITIONS FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST PROFITS, LOST SALES OR OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE. THE GOLDEN HOUR BIRTH PODCAST’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNT RECEIVED BY THE GOLDEN HOUR BIRTH PODCAST FROM SPONSOR UNDER THE SPONSORSHIP AGREEMENT.
- Disclaimer. Except as otherwise expressly provided in a Sponsorship Agreement, THE GOLDEN HOUR BIRTH PODCAST DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH THE PERFORMANCE AND TRANSMISSION OF ADVERTISEMENTS ON THE GOLDEN HOUR BIRTH PODCAST SERVICES. Without limiting the generality of the foregoing, except as otherwise expressly provided in a Sponsorship Agreement, THE GOLDEN HOUR BIRTH PODCAST disclaims all warranties and guarantees with respect to the THE GOLDEN HOUR BIRTH PODCAST Services, including, without limitation, warranties and/or guarantees relating to: (a) the positioning or placement of advertisements on the THE GOLDEN HOUR BIRTH PODCAST Services, (b) advertising results on the THE GOLDEN HOUR BIRTH PODCAST Services; and (c) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, etc. with respect to the THE GOLDEN HOUR BIRTH PODCAST Services.
- No Assignment or Resale of Advertising Time. Sponsor may not resell, assign or transfer any of its rights under the Sponsorship Agreement. Any attempt by Sponsor to resell, assign or transfer such rights shall result in the immediate termination of the Subscription Agreement without liability to THE GOLDEN HOUR BIRTH PODCAST.