Terms & Conditions

Barlow Gamma Media Group, LLC - Advertising Terms & Conditions  

Order of Precedence

In the event of a conflict between these Advertising Terms & Conditions, the Master Services Agreement (“MSA”), and any Insertion Order, Statement of Work, proposal, or media schedule, the following order shall control unless expressly stated otherwise in writing: (1) Insertion Order or Statement of Work, (2) MSA, (3) these Advertising Terms & Conditions.

Rates & Payment Terms 

All rates are net, non-commissionable, and valid for two (2) weeks from the proposal date unless otherwise stated in writing. Payment terms are Net thirty (30) days from invoice date unless otherwise agreed in writing. Advertiser is responsible for all amounts incurred under the applicable insertion order (“IO”), statement of work (“SOW”), or media schedule. 

Prepayment and Funding Requirements

Agency may require advance funding or deposits prior to placing media or activating campaigns. Agency reserves the right to suspend delivery or cancel placements if sufficient funds are not available.

Inventory & Delivery 

Inventory reflected in proposals represents an estimate of inventory available at the time of proposal and is not guaranteed. All inventory is subject to availability and allocated on a first come, first-served basis. For impression-based placements, billing shall be based on impressions delivered. 

Creative Materials 

Advertiser is responsible for providing creative assets that comply with applicable technical specifications, platform policies, and legal requirements. Failure to deliver approved creative materials by required deadlines may result in delayed delivery, reduced performance, or forfeiture of reserved inventory without refund. 

Cancellation Policy 

Advertising orders may be canceled without penalty prior to the applicable space reservation deadline. Any cancellations made after the space reservation deadline are subject to payment of the full cost of the advertising reserved. 

Early Termination; Minimum Commitment

Unless otherwise expressly stated in the applicable insertion order, proposal, or statement of work, Advertiser acknowledges that campaign strategy development, audience configuration, platform setup, optimization planning, and inventory reservation involve upfront resource commitments by Agency and third-party Platforms. If Advertiser elects to terminate, pause, materially reduce budgets, or otherwise discontinue an active campaign prior to completion of the agreed campaign term, Advertiser shall remain responsible for (i) all Media Spend incurred or committed, (ii) all Service Fees earned through the effective date of termination, and (iii) an early termination charge equal to the lesser of (A) three (3) months of average Service Fees for the affected campaign or (B) the remaining committed management or subscription fees for the applicable campaign term. Agency shall use commercially reasonable efforts to mitigate future Media Spend where feasible, but shall have no obligation to cancel unwind third-party commitments that are non-cancelable or subject to platform policies.

Make-Goods & Performance 

All delivery projections, performance estimates, audience reach expectations, optimization outcomes, and campaign forecasts are non-binding estimates and are not guarantees. Except where an applicable insertion order or statement of work expressly provides for guaranteed delivery volumes, Agency does not guarantee impressions, clicks, conversions, cost efficiencies, return on ad spend, audience match rates, attribution outcomes, or other performance metrics. In the event of a material under-delivery of guaranteed impression volumes solely attributable to Agency’s direct actions, Client’s sole and exclusive remedy shall be commercially reasonable make-goods in the form of replacement inventory or extended campaign delivery, subject to inventory availability, platform policies, and pacing requirements. Agency shall have no obligation to provide cash refunds, credits, or other compensation for performance variance, algorithmic changes, audience fluctuations, reporting discrepancies, invalid traffic filtering, platform enforcement actions, or third-party delivery limitations.Make-goods shall be deemed fully accepted unless Client provides written notice of rejection within five (5) business days after completion of the make-good delivery.Third-Party Platforms; Media Variability; Reporting Limitations 

Advertising services may be fulfilled through third-party demand-side platforms, supply-side platforms, publishers, exchanges, data providers, attribution vendors, or other technology providers (collectively, “Platforms”). Platform inventory availability, pricing (including CPM, CPC, CPA, data fees, exchange fees, minimum spend requirements, and auction dynamics), audience targeting capabilities, pacing outcomes, delivery methodologies, attribution models, fraud detection standards, invalid traffic filtering rules, reporting metrics, and platform policies may change at any time without notice. Agency shall not be responsible for (i) fluctuations in pricing or delivery, (ii) inability to secure requested inventory or audience segments, (iii) Platform account suspensions or enforcement actions, (iv) discrepancies between Platform reporting and third-party measurement tools, (v) delayed or incomplete reporting data, (vi) audience match rate variability, (vii) algorithmic optimization outcomes, or (viii) performance impacts resulting from Platform outages, policy updates, or technology limitations. All campaign delivery, pacing, and performance metrics are subject to Platform constraints and market conditions.

Independent Contractor; No Fiduciary Relationship

Agency is an independent contractor and not an employee, partner, joint venturer, broker, investment advisor, or fiduciary of Advertiser. Agency does not undertake to provide legal, financial, or business advisory services, and does not guarantee optimal media pricing, placement outcomes, campaign performance, or return on advertising spend. Advertiser acknowledges that media planning, buying, pacing, targeting, and optimization decisions involve commercially reasonable judgment and probabilistic, algorithm-driven outcomes that may vary based on market conditions, platform policies, audience behavior, and third-party technology.

Limitation of Liability

To the fullest extent permitted by law, Agency’s total cumulative liability arising out of or relating to any advertising services, media placements, campaigns, proposals, insertion orders, statements of work, or these Advertising Terms & Conditions shall not exceed the total Service Fees actually paid by Advertiser to Agency under the applicable insertion order or statement of work during the three (3) months immediately preceding the event giving rise to the claim. Media Spend, third-party platform charges, data costs, inventory purchases, and pass-through expenses shall be excluded from the liability cap. In no event shall Agency be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of business opportunity, loss of data, loss of audience reach, loss of campaign performance, reputational harm, or cost of substitute advertising, even if Agency has been advised of the possibility of such damages. Agency shall have no liability for delays, failures, or performance issues caused by third-party platforms, publishers, exchanges, data providers, measurement vendors, attribution tools, invalid traffic filtering, platform policy enforcement actions, algorithmic changes, or inventory availability constraints.

Force Majeure 

Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, labor disputes, governmental actions, platform outages, or internet disruptions. 

Records Retention 

Agency may retain copies of advertising materials, creative assets, and campaign records for compliance, audit, and internal record-keeping purposes in accordance with its records retention policies. 

Acceptance of Terms 

Execution of an insertion order, proposal, media schedule, or payment of any invoice constitutes acceptance of these Advertising Terms & Conditions, as updated from time to time. 

The most current version of these terms is available at: https://www.barlowgammamedia.com/media-terms