Insertion Order Terms

These Insertion Order Terms govern every advertising Placement booked on Remnant. They form a contract between the advertiser or agency that books the Placement (the "Buyer") and the publisher that sells it (the "Publisher"). Remnant operates the marketplace, collects payment as the Publisher's limited payment collection agent, and reviews claims as section 9 describes; it is not otherwise a party to this contract.

The Buyer accepts these terms at checkout. The Publisher accepts them for every order through the Publisher Agreement. The version that applies to an order is the one recorded on its insertion order.

1. The insertion order

• An insertion order ("IO") is formed when the Buyer's payment for a Placement succeeds.
• The IO consists of the order details (the publication, the Placement, its run date, price, specifications and materials deadline, and both parties' contacts), the Publisher's cancellation policy and publisher terms as recorded when the order was booked, and these terms.
• Where they conflict, the order details prevail over these terms, and these terms prevail over the publisher terms. The cancellation policy, specifications and materials deadline recorded on the IO govern those subjects, but nothing in them limits the Buyer's remedies under section 7 when a Placement does not run as booked.
• A Buyer that books for a client (an advertising agency, for example) confirms that it is authorized to book for that client and to bind it to the IO. The Buyer and its client are then each responsible for the Buyer's obligations under the IO.

2. Price and payment

The price on the IO is paid in full at booking, through Remnant, in US dollars. It is the whole price of the Placement: the Publisher will not invoice the Buyer or charge anything further for it. The price is for materials the Buyer supplies ready to print. Design, production or changes to the materials are not part of the IO; if the Publisher offers them, the Buyer and the Publisher agree them, and their price, separately.

3. Materials

• The Buyer delivers print-ready materials that meet the specifications to the Publisher's contact on the IO by the materials deadline.
• If no deadline is recorded, the Buyer and the Publisher agree one in writing. Until they do, the Publisher's usual deadline for the issue applies, provided the Publisher has told the Buyer what it is.
• The Publisher confirms when it has received the materials, and may accept late materials at its discretion.
• The Buyer keeps its rights in the materials and grants the Publisher a license to reproduce them in the booked issue, including any digital replica of that issue the Publisher distributes, and in tearsheets and other proof of publication.
• If acceptable materials have not arrived by the deadline, the Publisher may report them as missed. What happens to the payment is then decided under the cancellation policy on the IO, after Remnant has reviewed the report and heard from the Buyer.

4. Content of the advertisement

• The Buyer is responsible for the content of its advertisement. It promises that the materials are lawful, truthful and not misleading, that any claims in them are substantiated, that it holds all the rights, licenses and permissions needed to publish them, and that they do not infringe anyone's rights.
• Whatever the publication, no advertisement booked through Remnant may: break the law or promote anything illegal; infringe anyone's rights, including copyright, trademark, privacy and publicity rights; make false, misleading or unsubstantiated claims; contain hate speech, or discriminate on the basis of race, religion, sex, sexual orientation, gender identity, nationality, disability or a similar characteristic; contain sexually explicit material, or sexualize or exploit minors; direct readers, by address or code, to malware, phishing or other harmful destinations; or use the Publisher's name, marks or likeness in a way that suggests its endorsement without its written permission.
• A Publisher's own advertising policy, such as the kinds of advertising it does not accept (political advertising, for example), is part of its publisher terms, which the Buyer is shown before it books.
• An advertisement that could be mistaken for editorial content must be clearly labeled as advertising (for example, "Advertisement" or "Sponsored"). The Publisher may add the label where the Buyer has not.
• The Publisher may ask the Buyer to substantiate a claim, or to make reasonable changes so that the materials meet this section, the specifications or its publisher terms.
• The Publisher may reject materials that breach this section, do not meet the specifications, or breach its publisher terms. It tells the Buyer promptly, with the reason, and early enough to replace the materials before the deadline where it can. Materials that are rejected and not replaced in time are treated as missed.

5. Running the Placement

• The Publisher publishes the advertisement in the booked publication and issue, on the run date, in the size and position described when the Placement was booked. Where the listing does not describe a position, where the advertisement appears in the issue is at the Publisher's discretion.
• Reproduction must be of the publication's normal quality. Minor variations in color and reproduction that are inherent to printing are not defects.

6. Cancellation by the Buyer

• Before payment, the Buyer may cancel or release a checkout at any time without charge.
• After payment, the Buyer may cancel only as the cancellation policy on the IO allows. If no policy is recorded, the Buyer may cancel for a full refund until 14 days before the run date, and not after.
• Cancellation requests go to Remnant at support@remnant.sale, which processes any refund that is due.

7. When the Placement does not run as booked

• The Publisher may decline a paid order before it runs. The Buyer is then refunded in full.
• If the Placement does not run in the booked issue, the issue is not published, or the advertisement runs with a material error caused by the Publisher (such as the wrong issue, the wrong advertisement, or reproduction that materially impairs it), the Buyer is entitled to a full refund, or to a partial refund where the error is partial. With the Buyer's written agreement, the Publisher may instead run the advertisement again in a comparable position and issue (a make-good).
• These remedies apply whatever the cancellation policy says.

8. Proof of publication

The Publisher keeps a tearsheet for each Placement (a scan, photograph or PDF of the published page showing the advertisement) and provides it to the Buyer or to Remnant within 14 days after the run date when asked.

9. Claims and Remnant's review

• The Buyer raises any problem with the Publisher first, using the contacts on the IO.
• If it is not resolved within 7 days after the run date, either party may refer it to Remnant at support@remnant.sale, within 60 days after the run date.
• Remnant reviews the IO, what each party recorded in the Service, the materials record and any proof of publication, and may ask either party for more information, which each agrees to provide. Remnant's decision settles whether, and how much of, the payment it processed is refunded. It does not limit any other rights either party has against the other.

10. Promises and indemnities

• The Publisher promises that it is entitled to sell the Placement, and that the statements in its listing, including circulation and audience figures, are accurate.
• The Buyer will defend and indemnify the Publisher, and Remnant, against third-party claims arising from the content of the Buyer's advertisement.
• The Publisher will defend and indemnify the Buyer, and Remnant, against third-party claims arising from the Publisher's breach of this contract.

11. Limitation of liability

To the extent the law allows, neither party is liable to the other for indirect, incidental, special or consequential losses, including lost profits or lost sales, and each party's total liability to the other under an IO is limited to the price on that IO. These limits do not apply to the indemnities in section 10, to fraud or willful misconduct, or to liability that cannot be limited by law.

12. Events beyond control

If an issue is cancelled or delayed by events beyond the Publisher's reasonable control, such as a natural disaster, the failure of a printer or distributor, a labor dispute or government action, the Publisher offers the next comparable issue. If the Buyer does not accept it, the Buyer is refunded in full.

13. General

• The Buyer and the Publisher are independent contractors. Neither may assign an IO without the other's consent, except that the Publisher may assign it to a buyer of its publication.
• These terms are published by Remnant, which may issue new versions for future orders. An existing IO keeps the version recorded on it.
• The governing law and dispute provisions of Remnant's Terms of Service apply to the IO.