MegayachtNews.com has had a singular focus since 2007: providing all-original, authoritative content to American yacht owners, buyers, and their circles of influence. We empower these high-net-worth individuals to make better-educated decisions when it comes to commissioning and using their yachts. With 5,000+ articles online, we have more content than some yachting magazines have printed in a decade.
But we’re more than a website:
• We connect interested buyers directly to builders, designers, and more—and directly lead to contracts.
• We have some of the most loyal readers in yachting media.
• And, we offer a multitude of tailored marketing options to get your message heard.
Download a copy of the Megayacht News 2018 media kit. To discuss a custom proposal, including banner ads and sponsored content, contact Elena Patriarca, +39 349 6138109, email@example.com. See Standard Terms and Conditions below for full advertising policy information.
STANDARD TERMS AND CONDITIONS
I. INSERTION ORDERS AND INVENTORY AVAILABILITY
- IO Details. RedHedInk LLC and Advertiser may execute Insertion Orders (IOs) for MegayachtNews.com that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Ad campaigns, (ii) the price(s) for such Ad campaigns, (iii) the maximum amount of money to be spent pursuant to the IO, and (iv) the start and end dates of the Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
- Availability; Acceptance. RedHedInk will make commercially reasonable efforts to notify Advertiser within two (2) business days of receipt of an IO signed by Advertiser if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by RedHedInk and Advertiser, or (ii) the display of the first Ad impression by RedHedInk, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both RedHedInk and Advertiser.
- Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.
II. AD PLACEMENT AND POSITIONING
- Compliance with IO. RedHedInk will comply with the IO, and will create a reasonably balanced delivery RedHedInk will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Advertiser in writing.
- Changes to Site. RedHedInk will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Advertiser may cancel the remainder of the affected placement without penalty within the 10-day notice If RedHedInk has failed to provide such notification, Advertiser may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.
- Technical Specifications. RedHedInk will submit or otherwise make electronically accessible to Advertiser final technical specifications within two (2) business days of the acceptance of an Changes by RedHedInk to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) accept a comparable replacement; or (iii) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.
III. PAYMENT AND PAYMENT LIABILITY
- Invoices. The flat-fee invoice will be sent by RedHedInk upon commencement of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Advertiser’s billing address as set forth on the IO and will include information reasonably specified by Advertiser, such as the Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 30 days of delivery of all Ad files. RedHedInk acknowledges that failure by RedHedInk to send an invoice within such period may cause an Agency acting on behalf of an Advertiser to be contractually unable to collect payment from the Advertiser. If RedHedInk sends the invoice after the 30-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist RedHedInk in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds.
Upon request from the Advertiser, RedHedInk will provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV.
- Payment Date. Advertiser will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the RedHedInk may notify Advertiser that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and RedHedInk may do so five (5) business days after providing such notice.
- Payment Liability. Unless otherwise set forth by Advertiser on the IO, RedHedInk agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the For sums not cleared to Agency, RedHedInk agrees to hold Advertiser solely liable. RedHedInk understands that Agency is Advertiser’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c).
Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency’s credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be prohibited from advertising on the Site if such other advertisers’ credit is not in question. Upon request, Advertiser will make available to RedHedInk written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of RedHedInk, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. If Agency’s or Advertiser’s credit is or becomes impaired, RedHedInk may require payment in advance.
- Confirmation of Campaign Initiation. RedHedInk will, within two (2) business days of the start date on the IO, provide confirmation to Advertiser, either electronically or in writing, stating whether the components of the IO have begun delivery.
- RedHedInk Reporting. RedHedInk will make reporting available at least as often as monthly, either electronically or in writing, unless otherwise specified on the Reports will be summarized by impressions, clicks, and click-through percentage. Once RedHedInk has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of RedHedInk’s invoice for such period. If Advertiser informs RedHedInk that RedHedInk has delivered an incomplete or inaccurate report, or no report at all, RedHedInk will cure such failure within five (5) business days of receipt of such notice.
V. CANCELLATION AND TERMINATION
- Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:
- With 30 days’ prior written notice to RedHedInk, without penalty, for any flat fee- based or fixed-placement Ad, including, but not limited to, roadblocks, time- based buys, and some types of cancelable sponsorships.
- Advertiser will remain liable to RedHedInk for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by RedHedInk or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, RedHedInk will specify the amounts due for such Custom Material as a separate line Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
- For Cause. Either RedHedInk or Advertiser may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then RedHedInk may terminate the IO or placements associated with such breach upon written If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by RedHedInk to Advertiser, then RedHedInk may terminate the IO and/or placements associated with such breach upon written notice.
- Short Rates. Short rates will apply to canceled buys to the degree stated on the IO.
- Notification of Under-delivery. RedHedInk will monitor impressions of the Ads, and will notify Advertiser either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date) if RedHedInk believes that an under-delivery is In the case of a probable or actual under-delivery, Advertiser and RedHedInk may arrange for a makegood consistent with these Terms.
- Makegood Procedure. If actual impressions for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Advertiser and RedHedInk will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the If no makegood can be agreed upon, Advertiser may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. If Agency or Advertiser has made a cash prepayment to RedHedInk, specifically for the campaign IO for which under-delivery applies, then, if Agency and/or Advertiser is reasonably current on all amounts owed to RedHedInk under any other agreement for such Advertiser, Advertiser may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will RedHedInk provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Advertiser.
VII. BONUS IMPRESSIONS
- No Third Party Ad Server. Where Advertiser does not use a Third Party Ad Server, RedHedInk may bonus as many ad units as RedHedInk chooses unless otherwise indicated on the Advertiser will not be charged by RedHedInk for any additional impressions above any level guaranteed on the IO.
VIII. FORCE MAJEURE
- Generally. Excluding payment obligations, neither Advertiser nor RedHedInk will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If RedHedInk suffers such a delay or default, RedHedInk will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the If no such substitute time period or makegood is reasonably acceptable to Advertiser, RedHedInk will allow Advertiser a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Advertiser will have the benefit of the same discounts that would have been earned had there been no default or delay.
- Related to Payment. If Advertiser’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to RedHedInk, but any delays caused by such condition will be excused for the duration of such Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.
- Cancellation. If a Force Majeure event has continued for five (5) business days, RedHedInk and/or Advertiser has the right to cancel the remainder of the IO without penalty.
IX. AD MATERIALS
- Submission. Advertiser will submit Advertising Materials pursuant to Section II(c) in accordance with RedHedInk’s then-existing Policies. RedHedInk’s sole remedies for a breach of this provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below.
- Late Creative. If Advertising Materials are not received by the IO start date, RedHedInk will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, RedHedInk is not required to guarantee full delivery of the IO. RedHedInk and Advertiser will negotiate a resolution if RedHedInk has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the IO start.
- Damaged Creative. If Advertising Materials provided by Advertiser are damaged, not to RedHedInk’s specifications, or otherwise unacceptable, RedHedInk will use commercially reasonable efforts to notify Advertiser within two (2) business days of its receipt of such Advertising Materials.
- No Modification. RedHedInk will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad. RedHedInk will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
- Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
- Trademark Usage. RedHedInk, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written consent.
- By RedHedInk. RedHedInk will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) RedHedInk’s alleged breach of Section XII or of RedHedInk’s representations and warranties in Section XIV(a), (ii) RedHedInk’s display or delivery of any Ad in breach of Section II(a) or Section IX(e), or (iii) Advertising Materials provided by RedHedInk for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“RedHedInk Advertising Materials”) that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or Notwithstanding the foregoing, RedHedInk will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) RedHedInk’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Agency, Advertiser, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to RedHedInk’s serving such Ad in breach of such targeting.
- By Advertiser. Advertiser will defend, indemnify, and hold harmless RedHedInk and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by RedHedInk in accordance with these Terms or an IO.
- By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Advertiser’s actions related to these Terms and each IO will be within the scope of such Agency will defend, indemnify, and hold harmless RedHedInk and each of its Affiliates and Representatives from Losses resulting from (i) Advertiser’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Advertiser has breached its express, Advertiser-specific obligations under Section XII.
- Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.
XI. LIMITATION OF LIABILITY
Excluding Agency’s, Advertiser’s, and RedHedInk’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or RedHedInk, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.
XII. NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
- Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
- Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
- Additional Definitions. As used herein the following terms shall have the following definitions:
- “User Volunteered Data” is personally identifiable information collected from individual users by RedHedInk during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
- “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
- “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
- “Site Data” is any data that is (A) preexisting RedHedInk data used by RedHedInk pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of RedHedInk, RedHedInk’s Site, brand, content, context, or users as such; or (C) entered by users on any RedHedInk Site other than User Volunteered Data.
- “Collected Data” consists of IO Details, Performance Data, and Site Data.
- “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
- “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
- Use of Collected Data.
- Unless otherwise authorized by RedHedInk, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of RedHedInk or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii).
- Unless otherwise authorized by Agency or Advertiser, RedHedInk will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.
- Agency, Advertiser, and RedHedInk (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
- Compliance with Law. Agency, Advertiser, and RedHedInk will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
- Advertiser Use of Data. Advertiser will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section XII(d)(i) shall not prohibit Advertiser from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media
- Necessary Rights. RedHedInk represents and warrants that RedHedInk has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
- Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without RedHedInk’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
- Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
- Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will All IOs will be governed by the laws of the State of New Jersey. RedHedInk and Advertiser (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New Jersey, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
- Notice. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by All notices to RedHedInk and Advertiser will be sent to the contact as noted on the IO. All notices to Advertiser will be sent to the address specified on the IO.
- Survival. Sections III, VI, X, XI, XII, and XIII will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms.
- Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.