Terms and Conditions – Newsletter Banner Advertising
1. Ordering, Fees and Taxes
Fees are due at purchase unless otherwise agreed in writing. All fees are non-refundable except where required by law. Prices exclude applicable taxes, which will be added where required.
2. Scope of Service
The service consists of placing one banner advertisement in Xtalks’ monthly newsletter, according to the ad placement option purchased (top, mid-body, or lower section). One purchase corresponds to one banner placement in one newsletter issue. Creative design is the responsibility of the client unless design support is separately contracted with Xtalks.
3. Delivery and Scheduling
Xtalks will place the purchased banner advertisement in the next available monthly newsletter, or at a mutually agreed-upon newsletter send date, provided all ad creative and materials are received in accordance with the required specifications and deadlines. Ad placement within the newsletter is limited to the section purchased and confirmed at the time of order.
4. Cancellations
Once an ad placement date has been confirmed, cancellation requests must be submitted in writing. If Xtalks is unable to secure a replacement client for the reserved slot, the client will forfeit all fees paid for that placement. If Xtalks, at its sole discretion, is able to reassign the slot to another client, a partial credit or rescheduled placement may be offered. Any rescheduling is subject to Xtalks’ availability on the newsletter calendar and may require payment of additional fees.
5. Customer Responsibilities
You are responsible for providing ad creative (static image in JPG or PNG format and destination URL) that complies with Xtalks’ specifications. You represent and warrant that you have all rights, permissions, and consents needed for Xtalks to use, display, and distribute the ad creative. You will not submit content that is unlawful, infringing, misleading, or that contains sensitive personal data, protected health information, or prohibited claims.
6. Acceptable Use and Prohibited Content
You agree not to submit advertising content that is illegal, defamatory, harassing, misleading, obscene, or otherwise objectionable. Xtalks may refuse, remove, or require modification of any ad creative that, in its sole discretion, does not comply with these Terms or Xtalks’ editorial standards.
7. Rights in Deliverables and Background IP
As between you and Xtalks, you retain ownership of your ad creative. Xtalks owns all rights to the newsletter, its design, layout, editorial content, and distribution. Placement of your banner ad does not transfer ownership of any part of the newsletter or its audience.
8. Limited License to Customer Content
You grant Xtalks a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute your ad creative solely for the purpose of providing the newsletter advertising service. Xtalks will not use your ad creative for any other purpose without your written consent.
9. Review Window and Approval
If Xtalks designs the banner, we will provide the client with an opportunity to review the banner prior to publication. One round of approval for accuracy (e.g., destination URL, image quality) is included. Up to two rounds of revisions are included. Clients who do not provide approval by the specified deadline authorize Xtalks to run the most recently provided or approved version of the banner. Additional revisions beyond the included scope may be subject to additional fees.
10. Performance Data and Reporting
Xtalks will provide a post-campaign performance report including open rates, click-through rates, and URL-level click activity associated with your banner ad. Performance data is provided for transparency and reporting purposes only.
11. Disclaimer on Results
While newsletter advertising can support visibility, engagement, and traffic generation, Xtalks does not guarantee any specific results such as impressions, click-through levels, lead volume, conversion rates, or business outcomes from the banner placement.
12. Deletion and Retention
Upon written request, Xtalks will delete customer-provided ad creative and related working files within 30 days, except where retention is required by law or to resolve a dispute. Performance data and campaign reports may be archived by Xtalks for quality and audit purposes for up to 12 months.
13. Confidentiality
Each party will keep the other party’s non-public information confidential and will use it only to perform under these Terms, except as required by law.
14. Limitation of Liability
To the maximum extent permitted by law, Xtalks will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues arising from the ad placement.
15. Indemnification for Customer Content
You will defend and indemnify Xtalks from claims, damages, liabilities, costs, and expenses arising from the ad creative you provide, including claims that the content infringes third-party rights, makes misleading claims, or violates privacy or data protection laws.
16. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, acts of government, labor disputes, utility failures, or internet outages. The affected party will use commercially reasonable efforts to mitigate the impact.
17. Governing Law and Venue
These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.
18. Privacy Policy
Your use of the service is also governed by the Xtalks Privacy Policy, which explains how we collect, use, and protect personal information. By purchasing and using the service, you acknowledge and agree to the Privacy Policy.
19. General Terms
These Terms, together with any order confirmation or invoice, contain the entire agreement between the parties for the service and supersede any prior agreements on this subject.