REIT Media Standard Terms and Conditions

These terms and conditions shall be incorporated into and made part of any Insertion Order (“IO”) between the signatory on such IO (“Company”) and National Association of Real Estate Investment Trusts (“Nareit”), a nonprofit corporation with its principal offices at 1875 I Street, NW, Suite 500, Washington, DC 20006 (together, “Standard Terms and Conditions”). Nareit and Company may each be referred to herein as a “Party” and collectively as “Parties.”

1.  Definitions.

1. “Advertiser” means the Company or another entity on whose behalf the Ad is being delivered by the Company to Nareit (e.g. an agency).
2. “Ad” means any advertisement provided by Company on behalf of itself or an Advertiser or any advertisement created by Nareit on behalf of Company or an Advertiser.
3. “Ad Materials” means artwork, copy, active URLs, Marks, and/or other materials delivered by Company that are related the Ad.
4. “Campaign” means an advertising campaign as mutually agreed to in the applicable IO.
5. “Campaign Deliverables” means the specific deliverables for a particular Campaign, such as Ad inventory to be made available, or number of emails to be sent.
6. “Campaign Period” means the Campaign term, including run date, agreed to in the respective IO.
7. “Effective Date” date identified on the applicable IO.
8. “Policies” means the policies of Nareit applicable to the Campaign, including advertising criteria or specifications, technical specifications, privacy policies, user experience policies, and any applicable third-party terms or rules (e.g. Social Media platform guidelines).

2.  Term and Termination.

1. Term. These Terms and Conditions shall become effective as of the Effective Date and continue until the earlier of (i) the obligations of both Parties set forth in the IO have been satisfied in full; or (b) the IO has been terminated as set forth herein.
2. Termination of an IO. Either Party may terminate an Insertion Order for cause, provided that the non-breaching Party sends written notice of material breach and termination to the other Party and such Party does not cure the breach within ten (10) business days (“Order Cure Period”) following receipt of the termination notice. If the Party fails to cure the material breach within the Order Cure Period, unless otherwise mutually agreed, the non-breaching Party will have no further obligations with respect to the Insertion Order.

3.  Insertion Orders.

1. Each IO executed by the Parties: (i) creates an agreement between the Parties in relation to the Campaign(s) described in the applicable IO; and (ii) incorporates these Terms and Conditions. Any revisions to an IO or these Terms and Conditions must be in writing and mutually accepted.
2. Company agrees that Nareit’s performance of the IO is done so on an “as is” and “as available basis. Nareit makes no representations, warranties, or promises of any kind that its performance will be timely, uninterrupted, error free, or be done without loss or corruption or technical malfunction.

4.  License of Intellectual Property.

1. Company, on behalf of itself, or the Advertiser if separate, grants to Nareit a limited, non-exclusive, non-transferable, royalty-free, limited, revocable license to use Advertiser’s intellectual property, including Advertiser’s name, marks, logos, trade names, and service marks provided to Nareit, including through the Ad, as well as any other Ad materials provided to promote, advertise, or otherwise carry out the Campaign in accordance with these Terms and Conditions and the applicable IO (collectively, “Marks’). Any other use of the Marks by Nareit shall be subject to the Company’s prior written approval (email to suffice), which approval shall not be unreasonably withheld or delayed.
2. Company, or Advertiser if separate, is the sole owner of all right, title, and interest to the Marks and nothing in these Terms and Conditions convey any ownership, title, interest, or any other right in the Marks. Company on behalf of itself or the Advertiser represents and warrants that: (i) the rights granted herein have not been previously disposed of, nor previously granted adverse thereto or inconsistent therewith; (ii) that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to Nareit; and (iii) that the Marks do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party.
3. Company shall not use, display, or modify Nareit’s name, marks, logs, trade names, trademarks, or service marks in any manner absent Nareit’s express prior written approval.

5.  Ad and Ad Materials.

1. Materials Submission. As and to the extent applicable, Company will submit Ad Materials to Nareit for a given Campaign consistent with Nareit’s Policies. Company will use industry standard tools and procedures to ensure that any Ad Materials transmitted to Nareit are free from viruses or other malware. Nareit will, as necessary, supply or otherwise make electronically accessible to Company final technical specifications for Ad Materials within a reasonable period after execution of an IO.
2. Late Materials. If Ad Materials are not received by Nareit in reasonable advance of the Campaign Period, consistent with Nareit’s policies, Nareit may charge the Company starting on the first date of the Campaign Period on a pro rata basis based on the full IO, for each full day the Ad Materials are not received. If Ad Materials are late based on failure to comply with Nareit’s Policies, Nareit is not required to guarantee full delivery of the IO and Company shall not be entitled to a refund of any amounts owed under the IO.
3. Modifications. Nareit shall have the right to make any and all non-material modifications to the Ad or other Ad Materials in connection with its performance of the IO, such as resizing the Ad.
4. Compliance. Nareit reserves the right within its discretion to reject or remove any Ad, for any reason, including that it: (i) does not comply with its Policies; (ii) does not comply with applicable laws, rules, regulations, third party requirements (e.g., Social Media platform guidelines), or other judicial or administrative orders; or (iii) may bring, disparagement, ridicule, scorn, or otherwise negatively impact Nareit’s brand, products, or services.
5. Responsibility. Company, or Advertiser if separate, is fully and solely responsible for the Ad and Ad Materials. Nareit makes no representations, warranties, or promises of any kind with respect to the Ad or Ad Materials, including that they: (i) will meet Company’s requirements or expectations; (b) be free from errors, mistakes, inaccuracies, or other defects; or (iii) be secure once transmitted to Nareit. Nareit will not be liable for any damages arising out of or relating to the Ad or Ad Materials.

6.  Payments and Payment Liability.

1. Invoices. Nareit will send invoices to the person designated in the IO and will include information reasonably necessary for Company to effectuate payment.
2. Payment Date. Company will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.

7.   Data and Reporting.

1. Reporting. Nareit shall have no obligation with respect to reporting on a Campaign, except as otherwise mutually agreed to by the Parties in an IO.
2. Data. Neither Company, nor Advertiser, as applicable, shall have any right to collect any data in connection with the Campaign, including through any tags, pixels, cookies, or other tracking technologies, except as expressly agreed to in writing by Nareit. In the event of such agreement, the Parties shall mutually agree on a set of terms relating to such data collection prior to its occurrence.

8.  Confidential Information.

1. Definitions and Obligations. Confidential Information includes: (a) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing Party (“Discloser”) when given to the receiving Party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information, except for any personal information, which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either Party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure

9.  Indemnification. Each Party hereby agrees to indemnify, save and hold harmless the other Party and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities directly related to the performance of this these Terms and Conditions and any applicable IO for: (i) any grossly negligent act or omission by the indemnifying Party or any of its officers, directors, employees, or agents; (ii) a violation of the other Party’s United States intellectual property rights that are authorized by the indemnifying Party’s name, logo, website, or other information, materials, products, or services provided by the indemnifying Party; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by the indemnifying Party directly related to these Terms and Conditions or any IO; and (iv) as to Company, the content or subject matter of any Ad or Ad Materials to the extent used by Nareit in accordance with these Terms and Conditions or an IO, including claims that Ads or Ad Materials supplied by Company violate any applicable law, rule regulation, third party requirement (e.g., Social Media platform guidelines), judicial or administrative action, or the right of a third party. If the Indemnifying Party is found liable by a court of competent jurisdiction, this indemnity shall require the payment of costs and expenses by the indemnifying Party as they occur. The indemnified Party shall promptly notify the indemnifying Party upon receipt of any claim or legal action referenced in this Section.

10.  Limitation of Liability.

1. In no event will either Party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of these Terms and Conditions or an applicable IO, even if such Party has been advised of the possibility of such damages.
2. EXCEPT WITH RESPECT TO INDEMNIFICATION CLAIMS UNDER SECTION 7 OF THIS THESE TERMS AND CONDITIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY COMPANY TO NAREIT UNDER THE IO DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY.

11.  Representations and Warranties. Each Party covenants, warrants, and represents that it shall (i) comply with all laws, rules, and regulations applicable to its performance under the IO and these Terms and Conditions; and (ii) that it can fully perform its obligations under the IO and these Terms and Conditions without violating the rights of any other person, that its Marks do not infringe the trademarks or trade names or other rights of any other person, and that it shall exercise due care and act in good faith at all times in performance of its obligations under this Agreement.

12.  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NAREIT MAKES NO WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

13.  Miscellaneous. The Parties to this Insertion Order are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. The failure of either Party to insist upon or enforce strict performance by the other party of any provision of these Terms and Conditions or an applicable IO or to exercise any right under the same, shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance. Except where otherwise specified herein, the rights and remedies granted to a Party under these Terms and Conditions or an applicable IO are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

14.  Governing Law and Dispute Resolution and Venue. These Terms and Conditions shall be governed and construed in accordance with the laws of the District of Columbia, without regard to choice of law principles. In the event of any claim or dispute arising under this Terms and Conditions, the Parties shall first attempt in good faith to resolve the matter over a period of at least thirty-one (31) days before resorting to arbitration or litigation, which shall only be commenced after the provision of at least five (5) days’ prior written notice of intent to file for arbitration or to bring suit. Any legal proceeding in connection with these Terms and Conditions shall be brought only before a federal, state or local court of competent jurisdiction located within the District of Columbia. The Parties hereto specifically waive any objection they may have to personal jurisdiction or venue in the District of Columbia.

15.  Publicity. Neither Party shall issue any press releases or announcement, or any marketing, advertising or other promotional materials, related to these Terms and Conditions or an applicable IO or referencing or implying the identity of the other Party or its trade names, trademarks, service marks, or other intellectual property without the prior written approval of the other Party.

16.  Assignment. These Terms and Conditions may not be assigned, or the rights granted hereunder transferred or sub-licensed, by either Party without the express prior written consent of the other Party.

17.  Heirs, Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of each Party, its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, heirs, successors, and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.

18.  Entire Agreement. These Terms and Conditions and the applicable IO: (i) constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the Parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both Parties.

19.  Force Majeure. Neither Party shall be liable for failure to perform its obligations under these Terms and Conditions due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, acts of terrorism, and acts in compliance with any applicable law, regulation or order (whether valid or invalid) of any governmental body.

20.  Survival. The provisions of Sections 2(B), (C) (Termination); 3(C) (Insertion Orders); 4 (License of Intellectual Property), 7 (Data and Reporting); 8 (Confidential Information); 9 (Indemnification); 10 (Limitations on Liability); 11 (Representation and Warranties); 12 (Disclaimer); 13 (Governing Law and Dispute Resolution and Venue); 14 (Publicity); 15 (Assignment); 16 (Heirs, Successors and Assigns); 18 (Force Majeure); and 20 (Notice) hereof shall survive the termination and/or expiration of these Terms and Conditions.

21.  Notice. All notices and demands of any kind or nature that either Party may be required or may desire to serve upon the other in connection with these Terms and Conditions shall be in writing and may be served personally, by certified U.S. mail (return receipt requested), or by commercial overnight delivery service (e.g., UPS or FedEx), with constructive receipt deemed to have occurred seven (7) calendar days after the mailing or sending of such notice, to the following addresses:

If to Nareit: As set forth in the IO.

If to Company: As set forth in the IO.