PGA TOUR Digital Insertion Order Terms & Conditions

PGA TOUR Digital Insertion Order Terms & Conditions

October 7, 2021

Unless otherwise stated in an Insertion Order, Media Company is PGATOUR.COM, LLC.  Upon written notice to Advertiser and Agency, Media Company shall have the right in its sole discretion to assign an Insertion Order to a subsidiary or affiliate (e.g., PGA TOUR, Inc., PGA TOUR Gaming, LLC, etc.).

PGATOUR.COM, MOBILE & SIMULCAST

This Insertion Order incorporates by reference and is subject to the IAB/AAA Standard Terms and Conditions version 3.0, which may be found at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the “IAB Terms”) and the terms and conditions posted here at https://www.pgatour.com/ioterms (“the Media Company Terms”). To the extent any of the Media Company Terms conflict with the IAB terms, the Media Company Terms shall govern. Golf Digest and GOLFTV inventory is provided by and a brand of Discovery Golf, Inc., a 100% owned subsidiary of Discovery Communications Holding, LLC, which is an indirect wholly owned subsidiary of Discovery, Inc. (the public parent company), with inventory subject to availability at time of deal closing, 14 day cancellation out-clause for rotational media, and custom executions firm and non-cancellable.

Target Audience:  Unless otherwise explicitly stated in this Insertion Order, the target audience for media placed hereunder is United States only. (Reference IAB Terms §IIb) All ad-served placements in this Insertion Order will comply with the stated geographic targeting, however non ad-served placements including, but not limited to, social media posts, in-stream video content, etc., are explicitly excluded from geotargeting restrictions. Advertiser/Agency will disclose to Media Company any and all cookies, tracking pixels, tags or other information placed on a site visitor’s device or other embedded technology that are contained within the Advertising Materials as presented to Media Company by Advertiser/Agency.  Media Company reserves the right to reject the inclusion of such information or technology in its sole discretion.  Media Company uses services on its sites that require Media Company to include a privacy policy compliant with applicable law that discloses the usage of third-party technology and the data collection and usage resulting from the services, and Advertiser/Agency will reasonably cooperate with Media Company in fulfilling such obligation.

Advertising ConflictsIf Advertiser is a competitor of the title sponsor of a tournament, Advertiser’s campaign will be paused for the specific week of such tournament (normally Tuesday the week of tournament until Tuesday following the tournament)

Payment: For Advertisers with separate written PGA TOUR marketing agreements covering this insertion (“Marketing Agreement“), payment terms will be consistent with the terms of such Marketing Agreement, if any.  In all other cases, unless payment terms in the Invoice Frequency stated in this Insertion Order specify date-specific invoicing, Media Company will invoice Advertiser/Agency upon full signature of this Insertion Order by the parties, and payments must be made within 30 days of receipt of invoice to the address on the invoice. Timely payment is of the essence for all Agencies/Advertisers. Agency will immediately notify Media Company in writing if funds advanced and cleared from Advertiser for this insertion are or become insufficient to satisfy the amounts due under hereunder. If Media Company does not receive timely payment or if in Media Company’s reasonable assessment, Advertiser/Agency’s credit becomes impaired after acceptance of this Insertion Order, then Media Company may upon notice to Agency or Advertiser halt or delay performance of any non-prepaid insertions until Media Company receives satisfactory assurances that amounts due will be paid in a timely manner. Media Company will notify Advertiser/Agency when an invoice becomes past due and Advertiser/Agency will have 30 days to remit payment. If Advertiser/Agency fails to remit payment within such 30 days, interest will begin to be assessed on the invoice at the higher of 1.5% per month or the highest amount allowed by law. (Reference IAB Terms §III)

Reporting:  Reporting will be made available at least monthly.  (Reference IAB Terms §IV & XIIId)

Cancellation: If it is agreed that Media Company will incur out of pocket expenses in connection with this Insertion Order, or if this insertion includes a sponsorship/share of voice program, or if this insertion incorporates inventory across multiple media (web and broadband are defined as one medium for the purpose of this provision), then this Insertion Order is non-cancellable.  (Reference IAB Terms §Va)

Sponsorships/Share of Voice/Flat Fee: Insertions based on sponsorship/share of voice and flat fee shall be billed on a flat fee basis as opposed to impressions. There is no impression guarantee for sponsorship/share of voice or flat fee insertions. In such instances, estimated impressions are provided as a courtesy and are not binding on Media Company. (Reference IAB Terms §VI)

Site Standards: Advertising Materials, together with any instructions pertaining thereto, must be delivered no less than five (5) business days in advance of the scheduled appearance on the site. At Media Company’s discretion, Media Company may require Advertiser/Agency to submit a script, storyboard, and/or rough-cut of the Advertising Materials for Media Company’s review up to ten (10) business days in advance of the first scheduled flight date.  If materials submitted are defective or non-compliant, flight dates may be delayed without penalty to Media Company (Reference IAB Terms §IX).  The Advertising Materials shall not be contrary to public interest, shall conform to Media Company’s then-existing program and operating policy and quality standards and are subject to Media Company’s prior approval and continuing right to reject, suspend the access of, or require editing of such materials.  (Reference IAB Terms §IX).  Advertiser/Agency warrants that all Advertising Materials (i) comply with industry codes or rules applicable to Advertiser/Agency, including (if applicable) the Children’s Online Privacy Protection Act, and including regulations or rules governing information collected by Advertiser/Agency; (ii) contain no spyware, adware, or any other software designed to covertly gather user information through the user’s internet connection; (iii) contain no unauthorized embedded interactive triggers or other software that automatically diverts users from any Media Company site or service; and (iv) are accurate and that all claims contained therein have been substantiated.  (Reference IAB Terms §IX)

Development of Advertising Materials: In the event that Advertiser/Agency asks Media Company or its designee to create or contribute to the Advertising Materials and Advertiser/Agency approves such materials, Advertiser/Agency shall indemnify Media Company from any liabilities or expenses which may arise out of Advertiser’s/Agency’s use of same. Advertiser/Agency shall acquire no rights to any Advertising Materials created by Media Company or its designee unless Media Company signs a separate written agreement to the contrary.  (Reference IAB Terms §Xa.iii)

Display Viewability: If applicable, Media Company follows the IAB viewability transaction guidelines outlined within http://www.iab.net/media/file/2015_State_of_Viewability_Transaction.pdf as further explained and interpreted in PGA TOUR Digital’s Display Viewability policy, a copy of which will be provided upon request.

Credit Checks:  Media Company reserves the right to perform credit checks on Advertiser/Agency prior to acceptance of any Insertion Order.

Miscellaneous Terms:  For the purposes of this Insertion Order, “force majeure” shall also mean major news events but does not include financial hardship.  The laws of the State of New York shall govern this Insertion Order and venue will be the Southern District of New York.  (Reference IAB Terms §XIVd)

PGA TOUR Television and Radio Programming

Placement and distribution of advertising shall be deemed to be acceptance by Advertiser/Agency of these Terms and Conditions and shall constitute a binding and enforceable agreement with respect to all such advertising.  Unless otherwise explicitly stated, Advertiser/Agency shall be jointly referred to herein as “Client”.

Payment:  For Advertisers with separate written PGA TOUR marketing agreements covering this insertion (“Marketing Agreement“), payment terms will be consistent with the terms of such Marketing Agreement, if any. In all other cases, Client shall pay Media Company in accordance with the payment terms set forth in this Insertion Order. Media Company shall invoice Client and all payments must be received by Media Company at the address indicated in this Insertion Order or on such invoice. Timely payment is of the essence. If Media Company fails to receive timely payment or if Client’s credit is, in Media Company’s reasonable opinion, impaired, Media Company, in its sole discretion, may terminate this Insertion Order upon notice to Client and receive payment for advertising received by Client as of the date of such termination. Media Company will notify Advertiser/Agency when an invoice becomes past due and Advertiser/Agency will have 30 days to remit payment. If Advertiser/Agency fails to remit payment within such 30 days, interest will begin to be assessed on the invoice at the higher of 1.5% per month or the highest amount allowed by law.

Network:  “Network” shall be defined as the broadcast television or radio station, basic or pay television service or cable television system referred to in this Insertion Order on whose behalf Media Company sells time on such Network’s station, service or system for commercial or other advertising. It is the intent of the parties hereto that Network is a third party beneficiary to all provisions of this Insertion Order and neither Agency nor Advertiser shall challenge Network in the event it participates in an action brought by Media Company or brings its own action against Client.

Scheduling:  All programming for which advertising is purchased and the scheduling thereof is subject to change. There is no impression guarantee for television inventory. Any estimated impressions are provided as a courtesy and are not binding.  Client acknowledges that Network reserves the right to preempt any programming, including the advertising herein, in the event of commercial limitations or if in Network’s opinion such preemption is in the public interest. In the event Client has contracted for the insertion of advertising for a specific program and such program or advertising is cancelled and never shown, this Insertion Order shall be automatically extended until all advertising insertions have been made in mutually agreeable substitute programming. Notwithstanding any provision contained in this Insertion Order to the contrary, in the event Media Company or Network fails to insert any advertising at the time or date or on the program service or show contracted for, Network and/or Media Company’s sole liability, and Client’s sole recourse, shall be for the insertion of the advertising at another time or a credit against future insertions.

Materials:  Client agrees to furnish to Media Company and/or Network broadcast quality materials in accordance with the terms contained herein. All materials shall be delivered to Media Company at least ten (10) business days prior to the date of the first insertion in order to permit Media Company and/or Network to subject such material to its quality control procedures. All advertising copy shall be subject to the approval, revision or rejection by Media Company and/or Network in their absolute discretion. The insertion of advertising by Media Company and/or Network shall not affect the right of Media Company and/or Network to disapprove, reject or revise such matter or copy in the future.

Warranties:  Client warrants and represents that all consents required by law have been obtained prior to the submission of advertising to Media Company and Network and that no material submitted to Media Company and Network by Client will infringe any common law or statutory copyright, right of privacy, trademark, trade name or any other right of any person or entity; and that such advertising will contain no matter that is libelous, scandalous or in any other way objectionable (including, without limitation, material that constitutes or results in illegal competition or trade practices). Client further warrants and represents that all advertising material supplied by Client hereunder complies with all Federal, State, and local law, rules and regulations now in force. Media Company and/or Network shall have the right to require revisions of advertising as a condition to insertion. Network shall have the right to reject any and all advertising of Client which, in Network’s opinion in its sole and absolute discretion, does not meet Network’s standards, unlawful or otherwise inappropriate. Neither Network nor Media Company shall have any liability to Client for Network’s rejection of such advertising.

Indemnification:  Client assumes all liability for all content (including textual representation of advertising submitted) and Client agrees to indemnify, save and hold Media Company and its related parties (including, without limitation, Network and the various program services on which the advertisements appear) and each of their members, directors, officers, agents and employees harmless against any and all claims, actions, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorney’s fees and disbursements) arising out of the insertion and publication by Media Company and/or Network of any and all advertising in connection with this Insertion Order or arising out of a breach of any of Client’s representations or warranties herein. Neither Media Company nor Network assume responsibility for any errors contained in the advertising. Client agrees that it will not hold Media Company or Network responsible for any errors or omissions and this Insertion Order shall not be invalidated by any such error or omissions. The provisions of this paragraph shall survive any termination of this Insertion Order.

Limitation of Liability:  Neither Media Company nor Network shall be liable for any loss, damage, cost or expense in the event the advertising is not inserted or exhibited due to public emergency or necessity, legal restrictions, labor disputes, strikes, boycotts, secondary boycotts, acts of God, or for any other reason, including but not limited to mechanical breakdowns beyond the control of Media Company or Network.

Termination:  Media Company shall have the right to terminate this Insertion Order at any time (for any reason or no reason) upon seven (7) days notice, without penalty or liability for such termination. Media Company or Network may terminate this Insertion Order, effective immediately, in the event Client becomes insolvent, makes an assignment for the benefit of creditors, is adjudged bankrupt, if a receiver of the property or the business of Client is appointed, if a petition seeking relief under any bankruptcy act is filed by or against Client, or if Client defaults in payment of amounts due hereunder or under any term or condition contained herein, fails or refuses to submit advertising or fails to respond to complaints after notification thereof. In the event of any termination of this Insertion Order by Media Company for any reason under this paragraph except no reason, Client agrees that the balance of the total cost noted herein which had not, as of the date of termination, been paid, shall become immediately due and payable by Client.

Agent for Advertiser:  In the event this Insertion Order is entered into by Client as an Agency for a third party Advertiser, Client warrants and represents that it is the authorized agent for Advertiser and that it is fully authorized to enter into this Insertion Order on behalf of the Advertiser. Client further agrees that it is making and shall perform this Insertion Order as agent for a disclosed principal. Client waives notice of any default of Advertiser and agrees to be liable, jointly and severally, for any and all claims, debts, demands or obligations owing Media Company by Advertiser. Furthermore, Client agrees to indemnify, save and hold Media Company and Network harmless against any and all claims, actions, liabilities, losses, damages, costs and expenses (including without limitation, reasonable attorney’s fees and disbursements) arising out of the telecasting and publication by Media Company or Network of any and all advertising provided to Media Company and Network by Client or arising out of a breach of any of Client’s warranties or representations. The provisions of this paragraph shall survive any termination of this Insertion Order.

Assignment:  This Insertion Order may not be transferred or assigned by Client without the prior written consent of Media Company, nor shall Media Company or Network be required to air or cause to be aired any material for the benefit of any advertiser other than Client or for any other product(s) or service(s) other than those designated in this Insertion Order.

Breach:  In the event of a breach of this Insertion Order, or any provision hereof, including a default in payments due hereunder, Client agrees to pay Media Company and Network’s expenses, including reasonable attorney’s fees and disbursements.

Governing Law:  This Insertion Order and its validity, construction and performance shall be governed (without giving effect to principles of conflict of laws) in all respects by the laws of the State of Florida. Media Company and Client agree that only the courts of the State of Florida shall have jurisdiction over any controversies arising out of this Insertion Order.

Legal Representatives:  This Insertion Order shall be binding upon the parties, their successors, heirs and legal representatives.  The contract shall not be amended or modified in any respect except in writing signed by both parties.

Notices:  Notices required hereunder shall be sent by certified mail, returned receipt requested, addressed to the last known address of the party to which notice is being sent.

Laws and Regulations:  This Insertion Order is subject also to all Federal, State and Municipal and other local laws and regulations now in force, or which may be enacted in the future, including the rules and regulations, decisions and actions of the Federal Communications Commission.  This Insertion Order is further subject to the rules and regulations of the professional and amateur sports leagues or associations during whose games and advertisements may be exhibited.

PGA TOUR Direct Marketing

For Advertisers with separate written PGA TOUR marketing agreements covering this insertion (“Marketing Agreement“), payment terms will be consistent with the terms of such Marketing Agreement, if any.  In all other cases, Client shall pay Media Company in accordance with the payment terms set forth in this Insertion Order. Media Company shall invoice Client and all payments must be received by Media Company at the address indicated in this Insertion Order or on such invoice. Timely payment is of the essence. If Media Company fails to receive timely payment or if Client’s credit is, in Media Company’s reasonable opinion, impaired, Media Company, in its sole discretion, may terminate this Insertion Order upon notice to Client and receive payment for advertising received by Client as of the date of such termination. Media Company will notify Advertiser/Agency when an invoice becomes past due and Advertiser/Agency will have 30 days to remit payment. If Advertiser/Agency fails to remit payment within such 30 days, interest will begin to be assessed on the invoice at the higher of 1.5% per month or the highest amount allowed by law.

Except in the case of material breach by Media Company, Advertiser/Agency may not cancel the direct marketing media placement on this Insertion Order. Notwithstanding the foregoing, Media Company reserves the right, in its sole discretion, to reject or cancel any direct marketing media placement on this Insertion Order with materials that do not comply with Media Company’s policies (including, without limitation, with respect to the use of player images) or with any applicable law, regulation or other judicial or administrative order. In addition, Media Company shall have the right to terminate the direct marketing media placement on this Insertion Order at any time (for any reason or no reason) upon seven (7) days notice, without penalty or liability for such termination. Media Company may terminate this Insertion Order effective immediately in the event Advertiser/Agency becomes insolvent, if Advertiser/Agency makes an assignment for the benefit of creditors or is adjudged bankrupt, if a receiver of the property or the business of Advertiser/Agency is appointed, if Advertiser/Agency files a petition seeking relief under any bankruptcy act or if a petition is filed against Advertiser/Agency under any such act, or if Advertiser/Agency defaults in payment of amounts due hereunder or under any term or condition contained herein, fails or refuses to submit advertising or fails to respond to complaints after notification thereof. In the event of any termination of this Insertion Order by Media Company for any of the foregoing reasons, Advertiser/Agency agrees that the balance of the total amount due which had not, as of the date of termination, been paid shall become immediately due and payable.

Advertising materials, together with any instructions pertaining thereto, shall be delivered not less than five (5) business days in advance of the scheduled distribution. At Media Company’s discretion, Media Company may require Advertiser/Agency to submit a script, storyboard, and/or rough-cut of the advertising materials for Media Company’s review up to ten (10) business days in advance of the first scheduled flight date.

The advertising materials shall not be contrary to the public interest, shall conform to Media Company’s then existing program and operating policy and quality standards and are subject to Media Company’s prior approval and continuing right to reject, suspend, or required editing. Media Company shall have no liability to Advertiser/Agency for rejection of advertising.

Advertiser/Agency represents that all advertising materials comply with any industry codes or rules by which Advertiser/Agency may be bound and that all claims contained therein have been substantiated. Advertiser/Agency warrants that all consents required by law have been obtained prior to the submission of advertising to Media Company; that no material submitted to Media Company by Advertiser/Agency will infringe any common law or statutory copyright, right of privacy, trademark, trade name or any other right of any person or entity; and that such advertising will contain no matter that is libelous, scandalous or in any other way objectionable (including, without limitation, material that constitutes or results in illegal competition or trade practices). Media Company shall have the right to require revisions of advertising as a condition to distribution. Advertiser/Agency warrants and represents that all advertising materials supplied by Advertiser/Agency hereunder comply with all applicable federal, state, and local law, rules and regulations.

In the event that Media Company or its designee creates or contributes to the advertising materials and Advertiser/Agency approves such materials, Advertiser/Agency shall indemnify Media Company from any liabilities or expenses which may arise out of use of same. Advertiser/Agency shall acquire no rights to the advertising materials created by Media Company or its designee.

Advertiser/Agency assumes all liability for all content (including textual representation of advertising submitted) and agrees to indemnify, save and hold Media Company and its related parties and each of their members, directors, officers, agents and employees harmless against any and all claims, actions, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorney’s fees and disbursements) arising out of the distribution by Media Company of any and all advertising in connection with this Insertion Order or arising out of a breach of any of the foregoing representations or warranties. Media Company assumes no responsibility for any errors or omissions in the advertising. Advertiser/Agency agrees that it will not hold Media Company responsible for any errors or omissions, and this Insertion Order shall not be invalidated by any such errors or omissions. The provisions of this paragraph shall survive any termination of this Insertion Order.

In the event this Insertion Order is entered into by Advertiser/Agency as an Agency for a third party Advertiser, Advertiser/Agency warrants and represents that it is the authorized agent for Advertiser and that it is fully authorized to enter into this Insertion Order on behalf of the Advertiser. Advertiser/Agency further agrees that it is making and shall perform this Insertion Order as agent for a disclosed principal. Advertiser/Agency waives notice of any default of Advertiser and agrees to be liable, jointly and severally, for any and all claims, debts, demands or obligations owing Media Company. Furthermore, Advertiser/Agency agrees to indemnify, save and hold Media Company harmless against any and all claims, actions, liabilities, losses, damages, costs and expenses (including without limitation, reasonable attorney’s fees and disbursements) arising out of the distribution by Media Company of any and all advertising provided to Media Company by Advertiser/Agency or arising out of a breach of any of Advertiser/Agency’s warranties or representations. The provisions of this paragraph shall survive any termination of this Insertion Order.

This Insertion Order may not be transferred or assigned by Advertiser/Agency without the prior written consent of Media Company, nor shall Media Company be required to distribute any material for the benefit of any advertiser other than Advertiser/Agency or for any other product(s) or service(s) other than those designated in this Insertion Order. this Insertion Order shall be binding upon the parties, their successors, heirs and legal representatives. The contract shall not be amended or modified in any respect except in writing signed by both parties. For the purposes of this Insertion Order, “force majeure” shall also mean major news events. this Insertion Order is subject to all federal, state, municipal and other local laws and regulations now in force or which may be enacted in the future, including the rules and regulations, decisions and actions of the Federal Communications Commission. The laws of the State of New York shall govern this Insertion Order.

ENTERTAINMENT / CREATIVE PRODUCTION SERVICES

Production services in this Insertion Order are subject to a separate written agreement.

Creative services in this Insertion Order are subject to a separate written agreement.

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