ADVERTISING TERMS AND CONDITIONS

1.              Scope and Applicability. These General Terms and Conditions (these “Terms”) govern all advertising space purchases, sponsored content, media placements, creative services, and related offerings (“Services”) provided by Restyn, Inc., a Maryland corporation doing business as the Towson Torch (“Towson Torch”) to any client, customer or advertiser (“Client”), in any medium, including digital, print, and social media, pursuant to an insertion order (“Insertion Order”) or other written or electronic agreements referencing these Terms. By submitting an Insertion Order or otherwise using Towson Torch’s Services, Client agrees to be bound by these Terms.

2.              Orders and Acceptance. Engagement of any Services must be initiated through a valid Insertion Order. Submission of an Insertion Order constitutes an offer to purchase Services under these Terms. Towson Torch may, in its sole and absolute discretion, refuse to accept an Insertion Order if: (i) it does not comply with Towson Torch’s formatting, editorial, and/or publishing guidelines (“Publishing Policies”); (ii) Towson Torch believes in good faith that the publication of such advertisement violates any applicable law, rule, or regulation (including without limitation any federal regulations such as Section (5) of the FTC Act, Section 43(a) of the Lanham Act, the Copyright Act of 1976, and the CAN-SPAM Act), and/or (iii) Towson Torch believes that such advertisement is otherwise unlawful, infringing, misleading, offensive or inappropriate. Without limiting the foregoing, Towson Torch may refuse to accept an Insertion Order if it claims endorsement in any way by Towson Torch or is directed to children under the age of 13. No Insertion Order is binding unless confirmed in writing (“Accepted Order”) by us within ten (10) days of receipt thereof. These Terms do not create any exclusive relationship. A copy of the Publisher Policies, as may be implemented or amended by Towson Torch from time to time, are available at www.towsontorch.com/publisher-policies . 

3.              Services. Client shall timely provide all advertising materials to Towson Torch in the format requested. Sponsored content must be clearly labeled. Political advertising must comply with all applicable laws. Towson Torch will publish the advertisements set forth in the applicable Insertion Order on its media properties, websites, or digital platforms (“Media”) in accordance with the specifications, schedule, and fees stated therein. Towson Torch will make commercially reasonable efforts to display such advertisements in accordance with Client’s requests, subject to Towson Torch’s editorial discretion and inventory availability. Client shall provide timely approvals and cooperation; including, without limitation, approval of any creative services and/or content provided by Towson Torch to Client pursuant to an Insertion Order. Towson Torch may, in its sole and absolute discretion, remove any advertisement it deems to be unlawful, infringing, misleading, or inappropriate; provided, however, that Client shall be notified such decision and given an opportunity to promptly provide replacement materials.

4.              Fees, Invoicing, and Payment. Client shall pay all fees specified in the applicable Insertion Order. Unless otherwise stated, invoices shall be issued monthly, and payment shall be due within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all applicable taxes. Payments may be made by Client to Towson Torch using credit card in Towson Torch’s sole and absolute discretion. Towson Torch reserves the right to suspend Services and/or remove advertisements for nonpayment. Payment disputes must be submitted to Towson Torch within ten (10) days of invoice date. Client and any independent advertising agency engaged by Client shall be jointly liable for payments and Client shall provide Towson Torch with evidence of such advertising agency’s acceptance of joint liability.

5.              Ownership and Intellectual Property. All advertising materials and related creative materials provided by Client to Towson Torch remain Client’s property. Towson Torch’s trademarks, logos, and content remain its exclusive property. Client grants Towson Torch a non-exclusive, royalty-free license to reproduce and distribute provided materials. Subject to full payment, creative content or services provided by Towson Torch pursuant to an Insertion Order are deemed “works made for hire.” Towson Torch retains ownership of pre-existing materials and tools but grants a limited license to Client for incorporated use. Towson Torch may use non-confidential deliverables for promotional purposes. Without limiting the foregoing, Client shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Towson Torch to create any creative content or services and grants Towson Torch the right to reproduce, publish, and distribute it in the Media.

6.              Confidentiality. In connection with the Services as set forth in an Insertion Order, either Party (as “Discloser”) may disclose or make available to the other party (as “Recipient”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 6 by the Recipient or any of its directors, officers, employees, agents, and advisors (“Representatives”); (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that, to the Recipient’s knowledge, was not legally or contractually restricted from disclosing such information; (iii) the Recipient establishes by documentary evidence, was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; (iv) the Recipient establishes by documentary evidence, was or is independently developed by the Recipient or its Representatives without using of any of the Discloser’s Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 6 caused by any of its Representatives. At the Discloser’s written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 6. This obligation shall survive for two (2) years following disclosure.

7.              Representations and Warranties. Each party represents that it has the full power and authority to enter into these Terms and the applicable Insertion Order. Client represents that all advertising materials provided to Towson Torch comply with all applicable laws, do not infringe any third-party rights, and are not false or misleading. For the avoidance of doubt, Client’s written approval of any creative content or services provided by Towson Torch pursuant to an Insertion Order may be relied upon by Towson Torch as prima facie evidence that such creative content or services does not infringe on any third-party rights and is not false or misleading. Towson Torch shall have no independent obligation to confirm the accuracy of any such written approval by Client. Towson Torch disclaims all other warranties, express or implied.

8.              Indemnification. Client shall indemnify and hold harmless Towson Torch from claims arising from Client’s negligence and/or from Client’s breach of any representation, warranty, covenant or other material obligation set forth in these Terms or any Insertion Order; including, without limitation, any third-party claims for misappropriation or infringement of such third-party’s rights. Towson Torch shall indemnify Client for claims arising from its gross negligence, willful misconduct, or material breach of these Terms or an applicable Insertion Order. The indemnified party shall promptly notify the indemnifying party and cooperate in the defense. No settlement shall be made without the indemnified party’s written consent.

9.              Limitation of Liability. EXCEPT FOR INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOWSON TORCH’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THE APPLICABLE INSERTION ORDER.

10.           Termination. Either party may terminate an Insertion Order immediately upon written notice: (a) if the other party breaches any material provision of these Terms or such Insertion Order (other than Client’s obligation to pay any amount when due), and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other party within thirty (30) days after its receipt of written notice of such breach; (b) if the other party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (c) in the event of a force majeure event (as provided in Section 11). Either party may terminate an Insertion Order for any reason, upon thirty (30) days prior written notice to the other party; provided, however, that Client shall remain responsible and liable for payment of all Services performed by Towson Torch under the applicable Insertion Order through the effective date of the termination. Towson Torch may terminate any Insertion Order immediately upon written notice to Client: (x) if Client fails to pay any amount when due under the applicable Insertion Order and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment; or (y) if within any twelve (12) month period, two (2) or more late payments or non-payments occur. Termination does not affect accrued rights

11.           Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or internet failures. The impacted party shall immediately notify the other party in writing and use reasonable efforts to resume performance. In the event that the impacted party’s failure or delay remains uncured for a period of fifteen (15) consecutive days following written notice, either party may thereafter terminate any applicable Insertion Order upon ten (10) days’ written notice; provided, however, that Client shall be responsible for payment of all fees accrued prior to any such force majeure event.

12.           Legal Compliance with Advertising Laws, Rules and Regulations. Client acknowledges that it is Towson Torch’s business policy to conduct advertising campaigns in a manner so as not to: send unsolicited (i.e., spam) email to recipients (unless authorized by Federal law), promulgate advertising that is, in any way, false or misleading, misuse or misappropriate another party’s intellectual property and/or other third party rights of any kind, send obscene messages to any recipients, and/or use email or any other medium to conduct illegal or immoral activities of any kind as per current, applicable law. Client and Towson Torch both agree not to take any actions inconsistent with this policy, and to make all its employees and agents aware of such policy to ensure compliance herewith. Client further agrees that it will cooperate with Towson Torch in all reasonable respects in its efforts to respect any recipient’s privacy wishes and requests to be unsubscribed from receiving email.

13.           Non-Solicitation. Client may not solicit the services (either on a part-time or full-time basis) of the Towson Torch’s employees, independent contractors, and/or consultants during the term of any Insertion Order, and for two (2) years thereafter. This restriction shall not apply to the engagement of those employees, independent contractors, and/or consultants who have ceased to provide services (either on a full or part-time basis) to Towson Torch for at least one consecutive (1) year prior to any such solicitation. Client agrees that Towson Torch’s remedy at law for a breach of this Section 13 shall be inadequate, and therefore the Towson Torch shall be entitled to injunctive relief for such breach, without proof of irreparable injury and without having to post a bond, in addition to any other right or remedy it may have.

14.           Governing Law and Jurisdiction; Attorney’s Fees. These Terms, together with any Insertion Order, shall be governed by and construed under the laws of the State of Maryland, without regard to conflict of law principles. Any dispute shall be brought exclusively in the federal courts of the United States of America or the courts of the State of Maryland in each case located in the County of Baltimore (or City of Baltimore for federal courts), and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. If either party incurs any legal fees associated with the enforcement of these Terms or the terms of any applicable Insertion Order, or any rights thereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party .

15.           Assignment. Client may not assign or transfer this Agreement without Towson Torch’s prior written consent. Towson Torch may assign any Insertion Order to any affiliate or successor by merger or sale of substantially all its assets. Any attempted assignment in violation of this Section is void.

16.           Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, employment or fiduciary relationship, or shall be construed as creating an exclusive arrangement between Client and Towson Torch. Neither party may bind the other without written authorization.

17.           Notices. All notices must be in writing and delivered by personal service, overnight courier, or certified mail (return receipt requested) to the addresses set forth in the Insertion Order. Notices shall be deemed given upon receipt.

18.           Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.           Entire Agreement; Modification. These Terms, together with the applicable Insertion Order, constitute the entire agreement between the parties concerning the subject matter and supersede all prior understandings. Any modification must be in writing and signed by both parties.

20.           Amendment of Insertion Order; Waiver. No amendment or cancellation of an Insertion Order is effective unless it is in writing and signed by an authorized representative of each party. Notwithstanding the foregoing, Client may cancel an Insertion Order without Towson Torch’s written consent if Towson Torch has not yet accepted the Insertion Order pursuant to Section 2. No waiver by any party of any of the provisions hereof or in any Insertion Order shall be effective unless explicitly set forth in writing and signed by the party so waiving.

21.           Creative Services. In addition to and not as a limitation of the general terms and conditions set forth hereinabove, in consideration of the fees set forth in an Accepted Order, Client may elect to engage Towson Torch to provide certain creative services consisting of copywriting services and graphic design services. Unless otherwise specified in the applicable Accepted Order, such creative services shall be subject to the following additional general terms and conditions:

 a. Copywriting Services. If elected by Client in an Accepted Order, Towson Torch will perform writing and related creative services for the creation and delivery of Client’s sponsored content articles (“Sponsored Content”). Client may provide supplementary creative materials, including but not limited to images and videos; provided that: (i) such supplementary creative materials conform to the Publishing Policies; (ii) Client shall be solely responsible for obtaining and paying for any photographs, videos, images, or other digital assets required for inclusion in the Sponsored Content; and (iii) Client shall indemnify and hold Towson Torch harmless from any third-party claims alleging that any such resulting Sponsored Content is false or misleading, or infringes on any third-party rights. Towson Torch shall not purchase or license any such digital assets on Client’s behalf without Client’s prior written approval. Sponsored Content shall remain published on the Towson Torch website on an evergreen basis following initial publication. Once published, Client shall not be entitled to request modifications, edits, or updates to the Sponsored Content. In limited circumstances, and at Towson Torch’s sole discretion, Towson Torch may remove such Sponsored Content upon Client’s written request. 

b.  Graphic Design Services. If elected by Client in an Accepted Order, Towson Torch will assist Client with the strategy, design, and creation of digital advertisements, including but not limited to banner advertisements and newsletter advertisements (collectively, “Digital Ads”). Towson Torch shall not publish or distribute any Digital Ad without Client’s prior written approval. Client shall be entitled to two (2) rounds of revisions: one (1) round for concept approval and one (1) round for final edits, fixes, and copy adjustments. Any additional revisions requested by Client shall be subject to additional fees at Towson Torch’s then-current rates. Client shall indemnify and hold Towson Torch harmless from any third-party claims alleging that any such resulting Digital Ads are  false or misleading or infringe on any third-party rights.  

Last Modified on 10/24/2025