1. Authority and Submitted-Material Ownership
The Advertiser represents and warrants that it has full legal authority to enter into this Agreement and to authorize the Publisher to use all submitted materials, including but not limited to business names, logos, trademarks, photographs, copy, offers, QR codes, and any other content provided. The Advertiser represents that it owns or has obtained all necessary rights, licenses, and permissions for every element submitted and that the use of those materials as described in this Agreement does not infringe any third-party intellectual property right, right of publicity, privacy right, or any other legal right.
2. Limited Permission to Create and Print the Advertisement
The Advertiser grants the Publisher a limited, non-exclusive, non-transferable license to use the submitted materials solely for the purpose of designing, producing, printing, and distributing the advertisement described in this Agreement during the selected four-week campaign cycle. This license does not extend to any other use, reproduction, or distribution beyond the scope of the agreed campaign.
3. Responsibility and Mutual Indemnification
The Advertiser agrees to indemnify, defend, and hold harmless the Publisher, its owners, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) any submitted materials; (b) the Advertiser's business, products, services, or offers; (c) any inaccuracy, misrepresentation, or unlawful content in the advertisement; or (d) the Advertiser's breach of this Agreement. The Publisher agrees to indemnify the Advertiser from claims arising solely from the Publisher's own negligence or willful misconduct in producing or distributing the newspaper.
4. Offer Accuracy, Legal Compliance and Advertiser Approval
The Advertiser is solely responsible for ensuring that all advertised offers, promotions, discounts, prices, terms, restrictions, and expiration dates are accurate, lawful, and authorized. The Advertiser must honor the approved offer throughout the selected four-week advertising cycle. The Publisher does not verify the legality, accuracy, or enforceability of any advertised offer and bears no responsibility for offers that are inaccurate, misleading, expired, or unlawful.
5. Publisher Review, Rejection and Advertisement Identification
The Publisher reserves the right to review, modify, or reject any advertisement or submitted material that the Publisher, in its sole discretion, determines to be unlawful, misleading, offensive, or inconsistent with the standards of The Orlando Daily Post™. The Publisher may include a small identifying mark or attribution on the advertisement. Rejection of an advertisement after deposit payment entitles the Advertiser to a full refund of all amounts paid.
6. Materials, Specifications, Deadlines and Records
The Advertiser is responsible for supplying all required materials in the correct format and by the stated deadline. The Publisher will provide artwork specifications upon request. If materials are not received by the deadline, the Publisher may use previously approved materials, create a basic advertisement from available information, or delay the campaign to the next available cycle. The Publisher will retain a copy of the final approved advertisement for its records.
7. Payment, Reservation, Pricing and Campaign Timing
The advertising space is not reserved until the required 50% deposit is successfully paid and confirmed by the payment processor. The remaining 50% balance is due before the campaign begins. Failure to pay the remaining balance by the stated due date may result in cancellation of the campaign and forfeiture of the deposit in accordance with Section 10. Campaign timing is subject to availability and the Publisher's production schedule.
8. Placement and Category Exclusivity
Standard and Spotlight placements do not include category exclusivity unless expressly stated in a separate written addendum signed by both parties. Category exclusivity for the Exclusive Full Back Page applies only to the specific campaign category identified in the written agreement and does not restrict other advertisers in different categories. The Publisher does not guarantee that competing businesses will not advertise in the same newspaper issue unless category exclusivity has been expressly granted in writing.
9. Advertising Results
The Publisher does not guarantee any specific number of views, impressions, scans, visits, redemptions, conversions, or sales resulting from the advertisement. Distribution reporting, where provided, reflects the number of newspapers produced and distributed and does not constitute a guarantee of readership or engagement.
10. Cancellation, Deposit Refunds and Design/Setup Fee
Before design, layout, or proof work begins and before the campaign starts, all amounts paid are fully refundable. If design, layout, preparation, or proof work has begun before cancellation, the Publisher will refund one-half of the required deposit and retain the other half as a one-time design, setup, and cancellation charge. All amounts paid above the required deposit will be refunded. Once printing, distribution, or the four-week run has begun, payment is nonrefundable except for publisher-caused service failures, failure to run the advertisement as approved, or refunds required by applicable law. If the Publisher cannot provide the purchased placement, the Advertiser may accept a comparable substitute placement or receive a full refund of all amounts paid. Approved refunds will be returned to the original payment method within 7–10 business days.
11. Printing Errors, Omissions and Advertiser Remedies
If a material error in the advertisement is caused solely by the Publisher after the Advertiser has approved the final proof, the Publisher's sole obligation is to reprint the advertisement in the next available cycle at no additional charge or to provide a pro-rata refund for the affected portion of the campaign. The Publisher is not liable for errors in materials submitted by the Advertiser or for errors in an advertisement that the Advertiser approved.
12. Events Beyond Reasonable Control
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, supply chain disruptions, labor disputes, or other force majeure events. In such cases, the Publisher will make reasonable efforts to reschedule the campaign or provide a refund.
13. Important Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PUBLISHER'S TOTAL LIABILITY TO THE ADVERTISER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE ADVERTISER UNDER THIS AGREEMENT. IN NO EVENT SHALL THE PUBLISHER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Florida Law, Orange County Venue and Written Notices
This Agreement is governed by the laws of the State of Florida without regard to its conflict-of-law provisions. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Orange County, Florida. All formal notices required under this Agreement must be in writing and delivered by email with confirmation of receipt or by certified mail to the addresses on file.
15. Entire Agreement, Amendments, Assignment, Waiver and Severability
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements. This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign this Agreement without the prior written consent of the other party. A waiver of any provision of this Agreement will not constitute a waiver of any other provision. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
16. Privacy and Payment Processing
The Publisher collects and uses Advertiser information solely for the purpose of processing the advertising campaign and fulfilling obligations under this Agreement. Payment processing is handled by a third-party payment processor. The Publisher does not store full payment card information. The Advertiser's use of the payment processor is subject to that processor's terms of service and privacy policy. The Publisher's privacy policy is available at www.orlandodailypost.com/privacy-policy.
17. Electronic Records, Signatures and Copy of Agreement
The parties agree that this Agreement may be executed electronically and that electronic signatures, typed names, and drawn signatures are legally binding to the same extent as handwritten signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Florida Electronic Signature Act. The Publisher will provide the Advertiser with a copy of the signed agreement by email upon request.
18. Ownership of Submitted Materials and Created Advertisement
The Advertiser retains ownership of all submitted materials. The Publisher retains ownership of the advertisement design and layout created by the Publisher. The Advertiser is granted a limited license to use the final advertisement design for its own promotional purposes after the campaign concludes.
19. Advertiser-Provided QR Codes, Linked Content and Regulated Advertising
The Publisher does not create, generate, repair, encode, or provide QR codes. If the Advertiser wants a QR code included, the Advertiser must create, supply, scan, test, and approve the QR code and its destination before approving the final advertisement proof. The Publisher may place the Advertiser-supplied QR code into the advertisement but is not responsible for its encoding, destination, linked content, or continued availability. The Advertiser is solely responsible for ensuring that all advertised products, services, offers, and linked content comply with applicable federal, state, and local laws and regulations, including but not limited to laws governing alcohol, tobacco, cannabis, firearms, financial services, healthcare, and regulated professions.
20. Advertising Agencies and Authorized Representatives
If this Agreement is executed by an advertising agency or authorized representative on behalf of the Advertiser, both the agency or representative and the Advertiser are jointly and severally liable for all obligations under this Agreement. The agency or representative represents and warrants that it has full authority to bind the Advertiser.
21. Independent Parties; No Endorsement or Personal Guarantee
The Publisher and the Advertiser are independent parties. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. The Publisher does not endorse the Advertiser's products, services, or offers. No owner, officer, employee, or contractor of the Publisher provides a personal guarantee of any obligation under this Agreement.
