JSML Media Terms and Conditions

GENERAL TERMS AND CONDITIONS OF ORDER                                     

DEFINITIONS

Buyer is JSML Media with principal place of business at 3300 Fernbrook Lane North, Suite 190, Plymouth, Minnesota 55447, USA. 

Publisher is the provider of the services set forth under an Insertion Order.

Insertion Order (IO) is any contract (including but not limited to, an Insertion Order), and of which shall incorporate by reference these General Terms and Conditions of Order.  These General Terms and Conditions of Order, as set forth herein, as incorporated into an Insertion Order, shall be collectively referred to as the “Order.”

Service includes any service specified in an Order delivered by Buyer to Publisher.

Sensitive Information means any Information that is collected, processed, maintained, used, shared, or disseminated in connection with the Order that warrants protection to ensure its confidentiality, integrity and availability including, but not limited to, any JSML Media proprietary information and third-party proprietary information, Personal Information, and Controlled Unclassified Information (CUI) defined in the National Archives and Records Administration (NARA) Registry.

Personal Information means any information that is (i) provided to Publisher in connection with the Services; or (ii) processed in the course of Publisher’s performance of the Services.

 

GENERAL TERMS AND CONDITIONS

1. Acceptance – This Insertion Order (IO) contains the complete agreement between the Buyer and Publisher and expressly limits acceptance to its terms.  Buyer expressly objects to and expressly rejects any provisions additional to or different than the terms hereof that may appear in Publisher’s quotation, acknowledgement, confirmation, invoice or in any other prior or later communication from Publisher to Buyer unless such provision is expressly agreed to by Buyer in writing.
2. Invoices – All invoices will be forwarded to JSML Media at 3300 Fernbrook Lane North, Suite 190, Plymouth, Minnesota 55447, USA.  Seller shall provide invoices in English and in US Dollars, or in foreign currency only if approved by JSML Media.  All invoices will be payable by JSML Media within 90 days of receipt of invoice, after JSML Media receives client payment.   
3. Modifications; Waiver – The sale of Services by Publisher to JSML Media is governed by the General Terms and Conditions of Order (“Terms”).  No alterations to the Terms shall be binding unless agreed to in writing by both Publisher and JSML Media. Should JSML Media by any words, acts, or writing, waive or be deemed to have waived any provisions of the Terms, or should JSML Media fail to insist upon performance by Publisher of one or more of the terms herein, such action or failure on JSML Media’s part will in no way be deemed to constitute a waiver of any other terms contained in the Terms.
4. Prices and Discounts – The prices and discounts will be as provided in this Insertion Order or an attachment to this IO.
5. Information Security – Publisher shall apply reasonable and appropriate administrative, technical, physical, organizational, and operational safeguards and operations to protect confidential and Sensitive Information against accidental and unlawful destruction, alteration, and unauthorized or improper disclosure or access regardless of whether such Sensitive Information is on Publisher’s internal systems or a cloud environment. If Publisher’s performance of the Order involves the transmission, storage, or process of Sensitive Information on an information system, the Publisher shall at a minimum apply FAR 52.204-21 Basic Safeguarding Controls, regardless of whether FAR 52.204-21 applies to the Order.
6. Assignment and Delegation – Publisher shall notify and obtain prior written approval from Buyer prior to subcontracting any material portion of work to be performed under this Order.  Publisher shall include as part of its subcontracts those elements of the Order that protect Buyer’s rights.
7. Compliance with Applicable Laws – Publisher represents, warrants and covenants that all of the Servies provided hereunder will be and will have been provided in compliance with all applicable laws, rules, regulatory and statutory requirements, insertion orders, treaties and other requirements of federal/national, state/provincial and local governments and agencies thereof, including, without limitation, HIPAA and GDPR. 
8. Indemnification – Publisher shall indemnify, defend and hold harmless JSML Media from and against all costs, damages, expenses, fines, fees, liabilities, losses, penalties and payments arising, directly or indirectly, from Publisher’s breach of these Terms and any negligent or unlawful act or omission of the Publisher in connection with the Services.
9. Forum; Choice of Law – Publisher and Buyer agree that this Order shall be deemed to be made and executed in the State of Minnesota, regardless of where this Order was issued or accepted, and all of the terms and provisions set forth in this Order, and performance hereunder, shall be governed, interpreted and construed in accordance with the laws of the State of Minnesota (without regard to any conflict of law rules which might require or allow the application of the law of any other jurisdiction).  Any action or claim relating to or arising out of any dispute relating in any way to this Order shall lie exclusively in the appropriate State or Federal court located in Hennepin County, Minnesota, and Publisher hereby irrevocably consents to the jurisdiction of said courts for such purposes.  
10. Warranties – Publisher warrants that no Personal Information is being collected by or shared with JSML Media for the media listed in the Order.
11. Order of Precedence.  In the event of conflict between the terms and provisions set forth in these General Terms and Conditions of Order and the terms and provisions set forth in any other document, such as, but not limited to: Publisher’s quotation, acknowledgement, confirmation, or invoice, the terms and provisions set forth in the General Terms and Conditions of Order shall have priority.
12. Invalid Provisions – The invalidity or unenforceability of any particular provision of the General Terms and Conditions of Order shall not affect the other provisions hereof, and these terms shall be construed in all respects as if such invalid or unenforceable provisions were omitted.