Your Partner in Business

These terms and conditions constitute an agreement between you and Guerrero, LLC (“we”, “us”, “our” or any similar term) regarding Modern Counsel (“MC”) and our products and services related thereto. The following terms and conditions, together with any documents they incorporate by reference govern our products and services, including, but not limited to, any content or advertisements in respect of MC.  These terms and conditions shall by this reference be incorporated into any written agreement between you and us, and any such written agreement shall govern and control in the case of a direct conflict between such written agreement and these terms and conditions.

Products & Services

1. The following items apply to all furnished advertising or content: (i) an accurate facsimile or electronic version of any furnished advertising or content must be submitted to MC for review on or prior to the dates established by MC for the applicable publication; (ii) MC is not responsible for errors or omissions in, or the production quality of, furnished advertising or content; and (iii) you shall be responsible for any additional costs or expenses incurred by MC arising out of your failure to deliver furnished advertising or content pursuant to MC’s specifications or time requirements.
2. Print advertisements must be submitted in a format and with dimensions required by MC. If you do not have a print advertisement prepared, MC will create one for you and may charge you an additional fee.  Each print advertisement will be displayed as determined by MC.
3. Digital advertisements (including, but not limited to, banner advertisements, e-newsletter advertisements, etc.) must be submitted in a format and with dimensions required by MC. If you do not have a digital advertisement prepared, MC will create one for you and may charge you an additional fee.  Each digital advertisement will be displayed as determined by MC.  MC may have digital advertisements from several parties.  When more than one digital advertisement is under contract, they will be evenly and fairly positioned from time to time as determined by MC.
4. Advertisements that simulate editorial content must be clearly defined and labeled “ADVERTISEMENT” and MC may, in its discretion, so label such copy.
5. Orders for advertising or content containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and inserted, but such restrictions or specifications are at MC’s sole discretion.
6. In the event an order is placed by an agency on your behalf, each of you and such agency warrants and represents that such agency has full right and authority to place such order on your behalf and that all legal obligations arising out of the placement of the advertisement or content will be binding on both you and the applicable agency. Any agreement made by an agency on your behalf will be binding on you and such agency.
7. You may not use any space provided to you for advertising or content either directly or indirectly for any business, organization, enterprise, product or service other than that for the purposes for which such space is provided by MC, nor may you authorize any others to use such space in such manner.
8. You agree that any advertisements published may, at MC’s sole option, be included in all forms of media, whether now in existence or hereafter developed, in which any content (regardless of the form of such media) containing the advertisement is published, reproduced, distributed, displayed, performed, or transmitted, in whole or in part; provided, however, MC shall not be required to include (i) any advertisement originally published in one form of media in any other form of media regardless of any additional publication, reproduction, distribution, display, performance or transmission of the original content containing or otherwise related to such advertisement, or (ii) any advertisement originally published with or in connection with any content in any additional publication, reproduction, distribution, display, performance or transmission of such content. The copyright in any advertisement or content created by MC is owned by MC, and may not be otherwise used by you or third parties without MC’s prior written consent.
9. In the event that your order includes products and/or placements created by MC (including, but not limited to, any type of advertisement or content or the placement of same), you agree that the preparation and positioning of each will be in the sole discretion of MC. You shall remain liable for the full price of your order in each of the following instances: (i) MC is unable to prepare or publish as a result of your failure to comply with MC’s specifications or time requirements, (ii) your failure to cancel the applicable order in accordance with the cancellation requirements contained herein; and (iii) any delay with respect to the release of the applicable particular issue or other content.
10. In the event that your order includes content (including, but not limited to, a feature, story, case study, counsel connection, digital spotlight, early release, expertise spotlight, follow up story, online only story, etc.), you agree to provide information and resources to MC on a timely basis in order to permit MC to prepare the particular content in accordance with the order. The preparation and final approval of each piece of content will be in the sole discretion of MC, and excessive revisions or rewrites of your content will not be permitted.  Content published may, at MC’s sole option, be included in other publications and in any form of media, in each case, whether now in existence or hereafter developed.  The copyright of all content is owned by MC, and such content may not be used by you or third parties without MC’s prior written consent. You agree to work with MC in good faith to establish the placement and release date of your content. Notwithstanding the foregoing, the ultimate decision with respect to all content, placement and release matters will be made by MC. MC reserves the right at its absolute discretion, and at any time, to cancel or reject any content placement, whether or not the same has already been acknowledged and/or previously published.  You shall remain liable for the full price of your order in each of the following instances: (i) MC is unable to prepare or publish your content as a result of your failure to comply with MC’s specifications or time requirements, including any of the timing or other requirements with respect to any content scheduled for the future; (ii) your failure to cancel the applicable order in accordance with the cancellation requirements contained herein; and (iii) any delay with respect to the release of the applicable particular issue or other content.
11. In the event your order includes a photoshoot, you agree to appear at the agreed upon place and time for the photoshoot and to otherwise adhere to the instructions and requirements for the photoshoot. If you are having a location shoot, please be aware that arrangements may have to be changed at the last minute due to weather conditions (should this happen we will either move to another agreed location on that day, or rebook for another time). In the event you fail to appear for the photoshoot on time or otherwise fail to adhere to the instructions and requirements for the photoshoot, you will remain responsible for the full price of the photoshoot.  MC will endeavor to reschedule your photoshoot in the event you provide MC at least three business days’ advance written notice of the need to reschedule, but no guaranty is made by MC regarding its ability to reschedule your photoshoot and you remain responsible for the full price of the photoshoot.  In the event MC is able to reschedule your photoshoot at your request, MC may assess a rescheduling fee.  All photos taken by our photographers (including by any of our affiliates) remain the copyright of MC and as such reproduction of photographs by scanning, photographing or other methods of copying are illegal. If you purchase a high resolution digital image from us, then we will grant you re-production rights for your own use.  MC, including its affiliates and all staff and representatives related to photoshoots, is not liable or responsible in any way should you be injured while at your photoshoot.
12. In the event your order includes the distribution of your article or other content, you agree that (i) you are responsible for full payment of such content distribution services regardless of the number of times your article or other content is viewed (and MC cannot guaranty the number of views), (ii) MC may use affiliates or agents to perform the content distribution services, (iii) MC and its affiliates or agents will have a perpetual, non-exclusive, royalty-free license to use all imagery produced in connection with or otherwise related to your article or other content in order to perform content distribution services, and (iv) MC must receive payment in full prior to performing the content distribution services, provided that in the event services are performed by MC in its sole discretion prior to receiving payment in full, your payment will be due 45 days from the date your order for such services is received by MC and if not received by such date a twenty percent (20%) late payment fee will be charged on the outstanding balance.
13. In the event your order includes a digital pdf, a copy will be prepared by MC and provided to you in digital format no later than one month after the original publication date. The digital format for such article will be as determined by MC, and such article will remain “locked,” so any printing or reproduction rights with respect to such article will remain with MC.
14. In the event your order includes products or services not specifically set forth above, these terms and conditions shall apply to such products and services along with any specific terms for such products and services determined by us in writing.

General

1. MC reserves the right at its absolute discretion, and at any time, to cancel any order or reject any advertisement or content, whether or not the same has already been acknowledged and/or previously published. In the event of such cancellation or rejection by MC, advertising or content already run shall be paid for at the rate that would apply if the entire order were published. In the event of your cancellation of any portion of any order not in compliance with the terms hereof or failure to have published the specified number of advertisements or content, or if at any time MC in its reasonable judgment determines that you are not likely to publish the total amount of advertising or content specified in the applicable order, any rate discount will be retroactively nullified and result in the standard rate utilized by MC, which rate will be provided to you upon request. In such event, you must pay MC the difference between the discounted rate provided to you and the standard rate within 30 days of invoice therefore and you will thereafter pay for advertising or content based on the standard rates utilized by MC, which rates will be provided to you upon request. Any merchandising program executed by MC in reliance on advertising or content that is cancelled will be paid for by you at the fair market rate for such program (including all costs and expenses incurred by MC).
2. You shall remain liable for the full order rate in each of the following instances: (i) MC is unable to publish an advertisement or content as a result of your failure to comply with MC’s specifications or time requirements (in which case, MC shall not be required to run any generic or other advertisement or content); (ii) your failure to cancel the applicable order in accordance with the cancellation requirements contained herein (in which case, MC shall not be required to run any generic or other advertisement or content); and (iii) the cancellation or termination of the applicable content (including, but not limited to, the applicable feature story). If your order was dependent on canceled or terminated content (including, but not limited to, advertisements that mention the featured client or company, partner connections, digital pdfs, editorial side notes, expertise spotlights, integrated quotes, and sidebar quotes), you must nominate someone at your company for us to feature or nominate someone from another company to feature or you hereby authorize us to reformulate or otherwise adjust your order so that it may be used with other content.  You agree to work with MC in good faith to establish the placement and release of your content or advertisement with respect to any order.  Notwithstanding the foregoing, the ultimate decision with respect to all content, placement and release matters will be made by MC.
3. Except as provided below or as otherwise expressly provided in these terms and conditions, payment is due by the earlier of (i) the listed due date in the applicable order and (ii) 45 days from the date your order is received by MC. With respect to those orders requiring delivery by MC of a digital or tangible product (including, but not limited to, custom covers, digital pdfs, digital spotlights, early release, photoshoots, and additional print copies of MC), MC must receive payment in full prior to delivering any such digital or tangible product. Notwithstanding anything to the contrary contained herein or the applicable order, in the event full payment is not received by MC on or prior to the due date as provided in this subsection, interest will be charged on the outstanding balance at 2.0% per month.
4. Orders that contain rates that vary from the standard rates of MC shall not be binding on MC unless approved in writing by an authorized officer of MC. In the event any discount rates are not approved in writing by an authorized officer of MC, the standard rates shall apply to such order at the discretion of MC.
5. An order will be deemed accepted by MC once MC commences performance of such order or otherwise indicates in writing its acceptance of such order.
6. In no event shall MC’s liability with respect to any order exceed the total amount paid to MC for such order, including any liability resulting from the errors or omissions of MC. In no event shall MC be liable for special, incidental, consequential or punitive damages.
7. All matters with respect to any order will be governed by the laws of the State of Illinois applicable to contracts to be performed entirely therein. Any action brought by you against MC or any of its affiliates must be brought in the state or federal courts in Chicago, Illinois; the parties hereby consent to the jurisdiction of such courts.
8. You and your applicable representatives represent to MC that all materials, information, examples or samples submitted to MC comply with all applicable laws and regulations and do not violate the rights of, and are not harmful to, any person, corporation or other entity. As part of the consideration to induce MC to undertake its obligations and perform its services with respect to your order, you and your applicable representatives each agree jointly and severally to indemnify and save harmless MC, and its affiliates, employees, owners and representatives, against all liability, loss, damage, and expense of any nature, including attorneys’ fees and court costs, arising out of any actual or potential claims for libel, invasion of privacy, copyright or trademark infringement and/or any other actual or potential claims or suits that may arise out of MC’s obligations and/or services with respect to your order.
9. You and your representatives agree to be jointly and severally liable for the payment of all amounts in respect of your order. You authorize MC, at its election, to tender any invoice to you or your representatives, and such tender shall constitute due notice to you of the invoice and such manner of billing shall in no way impair or limit the joint and several liability of you and your representatives. Payment by you to your representative(s) shall not discharge your liability to MC. The rights of MC shall in no way be affected by any dispute or claim between you and your representative(s).
10. An order may be cancelled by you or your representatives providing written notice of such cancellation to MC no later than the 3rd day after your order is received by MC. In the event of any order cancellation, you and your representatives shall remain liable for the cost of any work performed or materials purchased in respect of your order, including the cost of services, paper and/or printing.
11. You and your representatives agree to reimburse MC for its attorneys’ fees and costs in collecting any unpaid amounts in respect of your order.
12. Except for rates agreed to in writing by you and MC, rates and units of space for each order shall be at the standard rates utilized by MC on the date the applicable order is received by MC, which rates will be provided to you upon request.
13. Any commissions charged by your representative are your sole obligation and liability.
14. MC has not made any representations to you or your representative(s) that are not contained herein. No addition or alteration to these terms and conditions shall be valid or enforceable unless expressly agreed to in writing by MC. Unless expressly agreed to in writing by MC, no other terms or conditions in contracts, orders, copy, instruction, or other documents furnished by or on behalf of you or your representative(s) (regardless of when received by MC) will be binding on MC.
15. You agree not to hold MC or its affiliates responsible for any liability, loss, cost, claim, damage or causes of action of any kind that you may suffer as a result of the transactions contemplated by your order, including, but not limited to, loss resulting from service delays and incomplete or interrupted service, regardless of cause or fault.