ADVERTISING TERMS & CONDITIONS

Effective Date: February 2nd, 2026

Publisher: THE MEDBAY JOURNAL LLC, with offices at 565 Park Ave Suite 122, New York, NY 10065 (“Publisher”, “MBJ”, “we”, “us”)

Advertiser/Agency: The entity identified on the applicable Insertion Order (“Advertiser”). If an agency is involved, the agency identified on the IO (“Agency”) will be jointly responsible as described below.

Agreement Structure and Priority of Terms
1. Scope. These Terms and Conditions (“T&Cs”) apply to all advertising, sponsorships, promotional placements, and related services purchased from Publisher, whether delivered via email newsletters, dedicated emails, websites, mobile apps, podcasts, webinars, virtual/in-person events, social channels, content programs, research, or any other current or future MBJ distribution channel (collectively, the “Services”). These T&Cs are informed by, and intended to be consistent with, widely recognized industry standards, including the IAB/4A’s Standard Terms and Conditions.
2. Order of precedence. If there is a conflict, the following order controls (highest to lowest):
  (a) the Insertion Order/Order Form (“IO”); (b) any applicable Statement of Work (“SOW”) or written program brief; (c) these T&Cs; (d) Publisher’s written policies referenced in the IO (e.g., creative specs).
3. No competing terms. Any terms on Advertiser/Agency purchase orders, clickwraps, supplier portals, or other documents will be void unless expressly accepted in writing signed by Publisher.
Definitions
1. “Newsletter Sponsorship” = sponsorship placement(s) within an MBJ newsletter issue or run of issues (e.g., header logo, primary sponsored slot, secondary slot).
2. “Dedicated Email” = a standalone commercial email sent by MBJ to some or all of its subscriber list on Advertiser’s behalf, as described in the IO.
3. “Partner Content” = any sponsored article, Q&A, guide, whitepaper, webinar, infographic, landing page, advertorial, co-branded content, or similar content program, whether created by Advertiser, by Publisher, or collaboratively.
4. “Creative” = all materials provided by or on behalf of Advertiser (copy, subject lines, HTML, images, trademarks, URLs, tracking pixels, claims, disclosures, etc.).
5. “Flight Dates” = the run dates/times listed in the IO.
Insertion Order Acceptance and Amendments
1. Binding agreement. An IO is binding when (i) signed/accepted by Publisher, or (ii) performance begins (e.g., MBJ reserves inventory, begins production, or schedules send).
2. Changes. Changes (including date changes) must be in writing. Publisher may reject change requests that affect production timelines, inventory, compliance review, or list integrity.
Creative Materials and Publisher Standards
1. Deadlines. Advertiser will deliver Creative by the deadline in the IO or creative spec sheet. Late delivery may result in rescheduling, substitution, or cancellation with fees as described in Section 7.
2. Publisher discretion and right to reject. Publisher may reject, remove, or require changes to any Creative (or landing page it links to) at any time if Publisher believes it is misleading, unlawful, technically harmful, incompatible with MBJ standards, or otherwise inappropriate. (Rejection does not waive Advertiser payment obligations unless Publisher agrees in writing.)
3. Clear ad disclosure. Sponsor placements and Partner Content may be labeled “Sponsored,” “Presented by,” “Advertisement,” “Together with,” “A message from [Advertiser],” or similar. This is required to reduce the risk of “deceptively formatted advertising” and to keep sponsorships identifiable as advertising.
4. Accuracy and substantiation. Advertiser is solely responsible for all claims and representations in Creative and any linked content, including having appropriate substantiation where required.
Dedicated Email and List Protection
1. List ownership. MBJ subscriber lists, segmentation, and subscriber relationships are and remain Publisher’s confidential and proprietary assets. No list rental or transfer occurs unless explicitly stated in the IO and permitted by law.
2. Send mechanics. Dedicated Emails are sent by Publisher (or its email service provider) from Publisher-controlled infrastructure. Advertiser will not receive subscriber-level personal data unless explicitly stated in the IO and governed by a written data addendum.
3. Deliverability realities. Inbox placement is affected by recipient mailbox providers, user settings, and filtering. Publisher does not guarantee inbox placement.
Measurement, Reporting, and Non-Guarantees
1. Estimates. If the IO includes estimated impressions, reach, opens, clicks, or other metrics, those are good-faith estimates unless expressly stated as guaranteed deliverables.
2. Attribution and tracking limitations. Advertiser acknowledges that open/click tracking and attribution may be impacted by privacy features, client-side image blocking, link protection, and similar technologies; therefore, reporting may be directional.
3. No guarantee of results. Publisher does not guarantee leads, revenue, brand lift, clinical adoption, or any particular performance outcome.
Rescheduling, Cancellation, and Makegoods
1. General rule. Unless the IO states otherwise, all bookings are non-cancelable once inventory is reserved and/or production work begins.
2. Newsletter Sponsorships
  1. Rescheduling. Advertiser may request to reschedule a Newsletter Sponsorship one (1) time per placement, subject to Publisher’s approval and inventory availability. If rescheduled, Publisher may require that the new send date occur within the same calendar quarter and/or that rates be adjusted to Publisher’s then-current rate card if inventory or market demand requires. If approved, the following change fees apply:
    1. 30+ days prior to scheduled send date: No fee
    2. 15–29 days prior: 25% of the placement fee
    3. 8–14 days prior: 50% of the placement fee
    4. 0–7 days prior: 75% of the placement fee
  2. Cancellation / Missed Creative Deadline. If Advertiser cancels a Newsletter Sponsorship (or fails to provide compliant Creative by the required deadline), Publisher may, at its discretion, run a placeholder or house creative if Advertiser materials are not received, without reducing fees owed where the Advertiser will owe the following cancellation fees:
    1. 30+ days prior to scheduled send date: No fee
    2. 15–29 days prior: 25% of the placement fee
    3. 8–14 days prior: 50% of the placement fee
    4. 0–7 days prior: 75% of the placement fee
3. Dedicated Emails
  1. Rescheduling. Advertiser may request to reschedule a Dedicated Email one (1) time per send, subject to Publisher’s approval and inventory availability. Publisher may require that the rescheduled send occur within the same calendar quarter and may adjust rates if the new date is premium inventory or if list segmentation/deliverability considerations materially change. If approved, the following change fees apply:
    1. 30+ days prior to scheduled send date: No fee
    2. 15–29 days prior: 25% of the Dedicated Email fee
    3. 8–14 days prior: 50% of the Dedicated Email fee
    4. 0–7 days prior: 75% of the Dedicated Email fee
  2. Cancellation / Missed Creative Deadline. If Advertiser cancels a Dedicated Email (or fails to provide compliant Creative by the required deadline), Advertiser will owe the following cancellation fees:
    1. 30+ days prior to scheduled send date: No fee
    2. 15–29 days prior: 50% of the Dedicated Email fee
    3. 8–14 days prior: 75% of the Dedicated Email fee
    4. 0–7 days prior (or after scheduled send date): 100% of the Dedicated Email fee
4. Partner Content / Production-Backed Programs. For Partner Content and any program involving Publisher production (including editorial, design, landing pages, webinar operations, or similar services), cancellation or rescheduling after work begins may include (i) reimbursement of non-cancelable third-party costs and (ii) a production kill fee based on stage of completion:
  1. Before production begins: No fee (or as specified in the IO)
  2. Production started (early stage): 25% of program fee
  3. In production (mid stage): 50% of program fee
  4. Near completion / final production / within 14 days of launch: 75% of program fee
  5. After launch / publication / live event start: 100% of program fee
5. Makegoods/credits (Publisher-caused failure). If Publisher fails to run a placement substantially as contracted due to Publisher error (not caused by Advertiser, force majeure, or platform outages), Publisher will provide, as Advertiser’s exclusive remedy, either:
  1. a replacement placement (“makegood”), or
  2. a prorated credit equal to the affected portion of fees.
Pricing, Invoicing, and Payment
1. Payment terms. Unless otherwise stated in the applicable IO, all invoices are due Net 15 days from the invoice date. Publisher may require prepayment (in whole or in part) for first-time Advertisers, Dedicated Emails, Partner Content/production-backed programs, or if any invoice is past due. If payment is not received when due, Publisher may suspend or delay performance of any Services until all undisputed amounts are paid.
2. Late fees. Any undisputed amounts not paid when due may accrue interest beginning ten (10) days after the due date at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, until paid in full. If any invoice remains past due, Publisher may suspend or delay performance of any Services (including scheduled placements or sends) until all past-due, undisputed amounts are paid. Advertiser is responsible for reasonable costs of collection, including attorneys’ fees, as permitted by law.
3. Taxes. Fees exclude taxes. Advertiser is responsible for applicable taxes (excluding Publisher income taxes).
4. Payment Processing Fees. If Advertiser elects to pay by credit card (or other card-based method), Publisher may charge a processing fee of up to 3% of the transaction amount (or the maximum permitted by applicable law), provided the fee is disclosed in advance (including on the applicable invoice or payment link). Payments made by ACH/bank transfer will not be subject to a processing fee unless expressly stated in the IO.
5. Agency and advertiser liability. If Agency places an IO, Agency and Advertiser are jointly and severally liable for payment unless Publisher agrees otherwise in writing.
Intellectual Property and Trademarks
1. Advertiser materials. Advertiser grants Publisher a non-exclusive, worldwide, royalty-free license during the Flight Dates (and for a reasonable archival period) to host, reproduce, display, distribute, and transmit Creative as necessary to perform the Services.
2. Publisher materials. Publisher retains all rights in MBJ brands, templates, layout, audience data, and Publisher-created materials. If Publisher creates Partner Content, Publisher owns that work product unless the IO states otherwise.
3. Portfolio/archival use. Unless prohibited in the IO, Publisher may reference Advertiser name/logo and screenshots of placements for internal records and in Publisher’s portfolio/sales materials.
Confidentiality
1. Each party may receive non-public information (“Confidential Information”). The receiving party will protect it using reasonable care and may use it only to perform under the IO. Confidentiality does not apply to information that is publicly available through no breach, independently developed, or rightfully obtained from a third party.
Compliance, Privacy, and Data Protection
1. Legal compliance. Advertiser and Publisher will comply with applicable laws and regulations relating to the Services and Creative, including (as applicable) advertising disclosures, privacy, and marketing laws.
2. CAN-SPAM and unsubscribe. Commercial email must include required sender identification, a valid physical address, and a functioning opt-out mechanism; opt-out requests must be honored within required timelines.
3. Native/sponsored disclosure. Advertiser acknowledges Publisher will apply sponsorship disclosure labels to ensure sponsorship is clearly identifiable as advertising.
4. Endorsements/influencers/reviews. If Creative includes testimonials, endorsements, influencer content, or review claims, Advertiser is responsible for ensuring material connections and other required disclosures are properly made.
5. Privacy frameworks (CCPA/CPRA; GDPR).
  1. If personal information is processed in connection with the Services, parties will comply with applicable privacy laws, including the California privacy regime where applicable.
  2. If GDPR applies, and Publisher is processing personal data on Advertiser’s behalf, the parties will execute a data processing addendum consistent with GDPR Article 28 requirements.
  3. Services are not directed to children under 13; if any campaign is directed to or knowingly collects data from children under 13, it must comply with COPPA and may be rejected.
6. No PHI. Advertiser will not provide Protected Health Information (PHI) to Publisher unless explicitly agreed in writing with appropriate safeguards (and only if legally required).
Representations and Warranties
1. Advertiser (and Agency, if applicable) represents and warrants that:
  1. it has all rights/permissions to use the Creative and any linked content;
  2. Creative and linked content are accurate, not misleading, and comply with applicable law;
  3. Creative does not infringe IP, privacy, publicity, or other rights of any third party;
  4. Creative is free of malware or malicious code; and
  5. any required disclosures (sponsorship, material connections, risks/limitations, etc.) are included where applicable.
Indemnification
1. By Advertiser. Advertiser (and Agency, jointly if applicable) will indemnify, defend, and hold harmless Publisher and its officers, directors, employees, contractors, and partners from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Creative, linked content, or products/services promoted; (ii) Advertiser’s breach of the IO or these T&Cs; or (iii) Advertiser’s violation of applicable law.
2. By Publisher (limited). Publisher will indemnify Advertiser for third-party claims alleging that Publisher-created Partner Content (created solely by Publisher) infringes third-party IP rights, to the extent caused by Publisher and not based on materials supplied by Advertiser.
Disclaimers
1. Except as expressly stated in the IO, the services are provided “as is.” Publisher disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty regarding results, uptime, or uninterrupted delivery.
Limitation of liability
1. Publisher’s total liability arising out of or related to an io will not exceed the amount actually paid to publisher for the specific io line item giving rise to the claim.
2. No consequential damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits), even if advised of the possibility.
Force Majeure
1. Neither party is liable for failure/delay due to events beyond reasonable control (e.g., natural disasters, war, terrorism, public health emergencies, widespread platform outages, labor disputes, governmental actions). If force majeure prevents performance, Publisher may reschedule or provide a prorated credit for the affected portion.
Termination
1. Publisher may suspend or terminate an IO immediately if
  1. Advertiser’s Creative is unlawful or materially deceptive
  2. Advertiser fails to pay undisputed amounts when due, or
  3. Advertiser breaches the agreement and fails to cure within a reasonable period where cure is possible. Payment obligations accrued prior to termination remain due.
Miscellaneous
1. Independent contractors. The parties are independent contractors.
2. Assignment. Neither party may assign without the other’s written consent, except to an affiliate or in connection with a merger/sale of substantially all assets.
3. Notices. Notices must be sent to the addresses in the IO (email permitted if stated).
4. Governing law; jury waiver. Governed by the laws of New York, excluding conflict-of-laws rules. Each party waives the right to a jury trial.
5. Entire agreement. The IO and these T&Cs and any SOW constitute the entire agreement for that purchase.

ADVERTISING TERMS & CONDITIONS

Agreement Structure and Priority of Terms

Definitions

Insertion Order Acceptance and Amendments

Creative Materials and Publisher Standards

Dedicated Email and List Protection

Measurement, Reporting, and Non-Guarantees

Rescheduling, Cancellation, and Makegoods

Pricing, Invoicing, and Payment

Intellectual Property and Trademarks

Confidentiality

Compliance, Privacy, and Data Protection

Representations and Warranties

Indemnification

Disclaimers

Limitation of liability

Force Majeure

Termination

Miscellaneous

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