1. This Agreement is between Compass Media Ltd., hereinafter referred to as “Compass,” and the advertiser appearing on the front of this Agreement either directly or through its agency hereinafter collectively referred to as the “Advertiser”. The Advertiser and its advertising agency (Agency) jointly and severally agree to be responsible for payment to Compass for all space purchased pursuant to this Agreement; notwithstanding to whom the bills are rendered. The Advertiser and Agency, jointly and severally, shall remain obligated to pay Compass within the time specified and until payment in full is received by Compass. Payment by Advertiser to Agency shall not constitute payment to Compass.
2. Acceptance of this order by Compass constitutes a binding Agreement. This Agreement may not be superseded by any Agreement, order, notice or notification unless evidenced by a written document executed by Advertiser and/or Agency and Compass.
3. Compass invoices are payable to Compass Media Ltd., PO Box 1365 Grand Cayman, KY 1-1108. Overdue accounts will be subject to a service charge of one-and-a-half (1 1/2) percent per month commencing thirty (30) days from the date of the invoice until paid. If the service charge set forth in the immediately preceding sentences is deemed to be in violation of the law of any governing jurisdiction the Advertiser and Agency shall be liable in that event for the maximum service charge permitted by law in the governing jurisdiction.
4. Compass Sales Representatives have no authority to make any representations about editorial content. It is against the editorial policy of Compass to permit the purchase of advertising to have any effect on any editorial content. Advertising simulating editorial content may not be accepted, and Compass reserves the right to reject or place the word “Advertisement” or similar text with the copy.
5. Rates are based on total amount of space used in the twelve (12) months from date of first insertions. Advertiser will be required to pay the rate earned if they do not use the amount of space upon which their billing has been based pursuant to the rate in effect at the time of the execution of this Agreement. Rebates will be given if Advertiser uses sufficient additional space to earn a lower rate than that for which they have been billed. Compass reserves the right to cancel future advertisements for non-payment in which case the Advertiser will be required to pay an adjusted rate earned on previous advertisements.
6. Advertiser and/or Agency agree to pay all late charges, collection costs, court costs, and legal fees incurred by Compass to collect delinquent accounts.
7. Advertiser and Agency agree that Compass’ liability for its failure to insert the advertisement is limited to the consideration paid for such advertisement.
8. Advertiser and Agency assume sole liability for all content of advertisements printed and also assume sole responsibility for any claims therefore against Compass. Further, whether advertisement is supplied as digital files, tear sheets or as artwork, copy and/or design to be created by Compass for publication / product production purposes, it is the Advertiser’s and Agency’s sole responsibility to ensure that the supplied artwork, copy and/or design used in the advertisement is not in violation of copyright protection and agree to indemnify Compass for all costs incurred, including legal fees, associated with any such claim against Compass.
9. All advertising copy is subject to approval of Compass.
10. Cancellation must be received by Compass in writing via email or in person at the Compass Media offices with receipt confirmation, on or before the space close deadline as it appears on this agreement.
11. This Agreement is not valid unless and until accepted by Compass or its authorized agent thereof.
12. Advertiser shall supply advertising material to Compass pursuant to Compass’ current and prevailing mechanical specification requirements.
13. All advertising rates are based upon Advertiser supplied digital files for color or black and white advertisements only. Any and all necessary production costs required to prepare advertisements will be the responsibility of the Advertiser. Compass will not perform such production work except by separate Agreement. Color proofs can be provided by Compass at the Advertiser’s expense. Future changes to advertisements are subject to production costs.
14. Agency commission is payable to recognized agencies and in-house agencies only on gross billing for space charges and only when invoices are paid within forty-five (45) days. All production layout charges, and similar charges, are non-commissionable.
15. Advertiser agrees that unless objections are received by Compass in writing via email or in person at the Compass Media offices with receipt confirmation, within sixty (60) days of the invoice date, the amount of the invoice shall be deemed correct in all aspects.
16. All orders submitted to Compass are accepted only upon the express condition that the Advertiser and Agency agree to hold Compass harmless from any claims arising out of or relating to copy, copyrights, trademarks, or that the use of any name or other material and any advertisement order for publication is not illegal, unauthorized, or damaging in any way to any person or other legal entity. Advertiser and Agency agree to indemnify Compass for all costs incurred, including legal fees, associated with any such claim against Compass.
17. Advertiser and Agency agree that Compass will not be liable for any error in any advertisement published, beyond granting a partial credit to the Advertiser proportionate to the amount of advertising space containing the error. In no event shall Compass’ liability exceed the charge made for publishing said advertisement.
18. Frequency discounts are determined by number of insertions during contract year.
19. If actual space differs from billed rate, Advertiser will be short-rated at end of year of the Agreement.
COMPASS PUBLICATIONS AND/OR PRODUCTS
20. Compass reserves the right to not accept any advertisement for any reason whether or not such material has previously been accepted or published.
21. Other than the 2nd, 3rd and 4th cover pages, and special positions noted on the rate cards, Compass does not guarantee any specific position for any advertisement, unless such guarantee is expressly provided in the Agreement.
22. Compass shall not be responsible or liable for delays in publication or delivery for distribution due to customs clearance, shipping, strikes, lockouts, embargoes, labor problems, fuel or power shortages, fire, floods, accidents, civil disturbances, war, acts of God, or other causes beyond its control.
23. Compass reserves the right to make revisions in rates on ninety (90) days’ notice. If a rate revision is made the Advertiser may cancel the Agreement without short rate adjustment if written notice of cancellation is received by certified mail prior to the space reservation closing date.
24. If Advertiser or Agency default in the payment of Compass invoice(s) or if in the judgment of Compass, the Advertiser’s and/or Agency’s credit becomes impaired, Compass shall have the right to require payment for any future advertising to be open to such terms as Compass may deem appropriate. Additionally, if Advertiser and/or Agency is in default with respect to any required installment payment, Compass, at its sole discretion, may accelerate all future payments due under such installment arrangement, and all sums shall become due and payable.
25. Compass reserves the right to cancel this Agreement at any time upon Advertiser’s default in the payment of Compass’ invoices, or in the event of any other breach of this Agreement. Upon such cancellation, all charges incurred by Compass on behalf of Advertiser shall become immediately due and payable.
26. Compass’ authorized agent for purpose of this Agreement is the Publisher.
27. This Agreement shall be governed by and under the laws of the Cayman Islands, not withstanding any conflicts of law principles, Advertiser and Agency hereby agree to submit to the venue and jurisdiction of the courts of the Cayman Islands in the event judicial action is required to effectuate the terms of this Agreement.
28. For package deals, if any part of the package is cancelled by the advertiser, the entire contract (including invoices already generated) will be re-invoiced using the published rates at the frequency that matches actual advertising.
This Agreement is subject to acceptance by Compass Media Ltd and to the terms and conditions outlined above, all of which are made part of this Agreement. Advertiser acknowledges that he has read this Agreement and received a copy thereof, and same embodies the complete understanding between Advertiser & Compass
REPRESENTATIONS AND PROMISES MADE BY SALES REPRESENTATIVES ARE NOT BINDING UNLESS SET FORTH IN WRITING WITHIN THIS AGREEMENT AND ACCEPTED BY ABOVE MENTIONED AUTHORIZED COMPASS AGENT.