JRAE Services, Inc. d/b/a HVAC Insider
Effective date: September 1, 2026
These Advertising Terms and Conditions ("Terms") govern advertising and related services provided by JRAE Services, Inc., doing business as HVAC Insider ("Publisher"). Each accepted advertising insertion order, proposal, or other written order (an "Advertising Order") incorporates these Terms. The advertiser identified in the Advertising Order is "Advertiser."
1. Agreement and Order of Precedence
1.1 The Advertising Order, these Terms, and any written amendment signed or electronically accepted by both parties constitute the entire agreement for that campaign (the "Agreement").
1.2 If an Advertising Order expressly conflicts with these Terms, the Advertising Order controls only as to the identified conflicting subject. Advertiser purchase orders, online portal terms, or other unilateral terms do not modify the Agreement unless Publisher expressly accepts them in writing.
1.3 An Advertising Order becomes binding when signed or electronically accepted by both parties, or when Publisher begins performance at Advertiser's request.
2. Advertising Services
2.1 Publisher will provide the placements, campaign dates, eLetter insertions, sponsorship elements, sponsored content, or related services stated in the Advertising Order, subject to inventory availability and these Terms.
2.2 Unless the Advertising Order expressly guarantees a measurable quantity, advertising is sold by placement and campaign period. Estimates of impressions, website traffic, circulation, recipients, views, clicks, open rates, engagement, inquiries, leads, or sales are not guarantees.
2.3 Publisher may make reasonable scheduling, positioning, formatting, or technical adjustments that do not materially diminish the overall value of the purchased advertising. No category exclusivity, share of voice, or competitive separation applies unless expressly stated in the Advertising Order.
2.4 Publisher's internal advertising, website, content-management, email-platform, or analytics records will control for campaign reporting and billing unless the Advertising Order expressly identifies another measurement source.
3. Orders, Creative Materials, and Proofing
3.1 Orders and creative materials must be received at least five (5) business days before the scheduled posting or distribution date.
3.2 Advertiser must provide complete materials that satisfy Publisher's stated dimensions, file formats, resolution, link, copy, deadline, and other specifications. Advertiser is responsible for reviewing and approving proofs when Publisher requests approval.
3.3 Publisher is not responsible for delays, missed dates, reduced delivery, or quality problems caused by late, incomplete, incorrect, corrupted, or unapproved materials; materials that do not meet size, resolution, format, or technical requirements; or quality issues discovered during proofing. Publisher may postpone the start date, substitute reasonably available inventory, or run the campaign for the remaining scheduled period without extending its end date.
3.4 Publisher may make nonmaterial technical adjustments needed for display, email rendering, file compatibility, or compliance. Material creative changes require Advertiser approval. Additional design, correction, or production work may be charged if authorized in writing.
4. Advertising Acceptance and Publisher Control
4.1 Publisher may reject, suspend, remove, or require revision of advertising that Publisher reasonably determines is unlawful, misleading, offensive, technically harmful, inconsistent with Publisher policies or editorial standards, likely to damage Publisher's reputation, or otherwise unsuitable.
4.2 Publisher retains control over the appearance, operation, content, and editorial direction of its websites, eLetters, and other properties. Purchasing advertising does not entitle Advertiser to editorial coverage, favorable treatment, or influence over independent editorial decisions.
4.3 Publisher may label sponsored, native, advertorial, or advertiser-funded material as "Advertisement," "Sponsored," "Paid Content," or similar language and retains final editorial and disclosure control as required by law and Publisher standards.
5. Rates, Invoicing, and Payment
5.1 All rates are net and stated in U.S. dollars unless the Advertising Order says otherwise. Publisher will invoice electronically unless Advertiser requests another method in writing. All amounts are payable within thirty (30) days of the invoice date.
5.2 Payments must be made to HVAC Insider or JRAE Services, Inc., as identified on the invoice, each a registered trade name of JRAE Services, Inc. Payment to the named trade name constitutes payment to JRAE Services, Inc.
5.3 Publisher does not offer or commit to extend credit. Net 30 invoicing is a payment accommodation for the applicable invoice and does not require Publisher to begin or continue services without payment, approve future orders, or extend additional payment terms.
5.4 Advertiser must notify Publisher in writing of a good-faith invoice dispute within fifteen (15) days after the invoice date, describing the specific disputed amount and basis. Undisputed amounts remain payable when due.
5.5 Publisher may suspend advertising or withhold future performance while any amount is overdue. Publisher reserves the right to cancel contracts that are forty-five (45) days past due. Advertiser remains responsible for advertising delivered, authorized production costs, and other accrued charges through the effective date of suspension or cancellation.
5.6 Advertiser will pay applicable sales, use, or similar transaction taxes, excluding taxes based on Publisher's net income. Advertiser will also reimburse reasonable collection costs, including reasonable attorneys' fees, incurred to collect overdue undisputed amounts.
6. Cancellation by Advertiser
6.1 Advertiser may cancel ordinary fixed-placement advertising without cause by giving Publisher at least thirty (30) days' written notice, unless the Advertising Order provides a different cancellation period.
6.2 Special-event advertising, sponsorships, premium or exclusive placements, custom production, and other specially reserved inventory may be designated noncancelable or subject to special cancellation charges in the Advertising Order.
6.3 Advertiser remains responsible for all advertising delivered through the effective cancellation date and for all authorized work performed and nonrefundable third-party costs incurred before cancellation.
6.4 If Advertiser ends an annual or discounted commitment early, Publisher may reprice advertising already delivered at the rate applicable to the shorter commitment or actual frequency purchased. Advertiser must pay the resulting difference, together with other amounts due.
7. Cancellation or Suspension by Publisher
7.1 Publisher may suspend or cancel an Agreement immediately for nonpayment; unlawful or rejected content; security, privacy, reputational, or technical risk; material breach; or circumstances that make continued publication impracticable.
7.2 Except for nonpayment or a matter requiring immediate action, Publisher will provide reasonable notice and an opportunity to correct a curable material breach. If Publisher cancels without Advertiser fault, Publisher will provide a reasonable substitute placement, credit, or refund for prepaid services not provided.
8. Interruptions, Under-Delivery, and Makegoods
8.1 Publisher is not liable for delay or failure caused by events beyond its reasonable control, including severe weather, utility or internet interruption, platform or vendor failure, labor disruption, governmental action, cyberattack, or other force majeure event.
8.2 If Publisher materially fails to provide a guaranteed placement for reasons not caused by Advertiser, Publisher's primary obligation is, at its option, to extend the campaign, provide a reasonably comparable makegood, issue a credit, or refund the portion of prepaid fees attributable to the undelivered placement.
8.3 No makegood, credit, or refund is due for immaterial variances, estimated metrics, circumstances caused by Advertiser, or performance results that were not expressly guaranteed.
9. Email and eLetter Advertising
9.1 Email delivery is affected by spam filters, inbox placement, subscriber settings, image blocking, device configuration, email-client behavior, and other factors outside Publisher's control. Publisher does not guarantee delivery to every subscriber, inbox placement, opens, clicks, or downstream performance.
9.2 Publisher retains sole ownership and control of its subscriber lists, unsubscribe mechanisms, preference controls, and compliance practices. Advertiser receives no right to access, identify, retarget, or build audiences from Publisher subscriber information.
9.3 Unless expressly designated as exclusive or a dedicated send, an eLetter placement may appear with editorial material and other advertising. Publisher may make reasonable adjustments to send timing or placement for editorial, operational, or deliverability reasons.
10. Advertiser Materials, Rights, and Compliance
10.1 Advertiser grants Publisher a nonexclusive, worldwide, royalty-free license during the campaign to reproduce, display, distribute, transmit, format, and make necessary technical modifications to Advertiser-supplied names, trademarks, copy, images, links, code, and other materials solely to perform and promote the purchased services.
10.2 Advertiser represents and warrants that it has all rights, licenses, permissions, substantiation, and approvals necessary for its materials and claims; that the materials and advertised products or services comply with applicable laws and industry requirements; and that they do not infringe, misappropriate, defame, deceive, or violate any third-party right.
10.3 Advertiser may not provide malicious code, undisclosed tracking technology, automatic downloads, or technology that collects personal information through Publisher properties without Publisher's prior written approval. Advertiser is responsible for the security, legality, and privacy compliance of approved links, landing pages, tags, and technologies it supplies.
11. Publisher-Created and Sponsored Content
11.1 If Publisher creates content or advertising materials, the Advertising Order will state the scope, price, review process, ownership or license rights, permitted uses, and any production milestones. Unless otherwise stated, Publisher retains ownership of its templates, concepts, layouts, production elements, and final Publisher-created materials, while Advertiser retains ownership of materials it supplied.
11.2 Advertiser's approval rights are limited to factual accuracy, authorized brand use, and the review stages stated in the Advertising Order. Publisher retains final editorial, creative, production, placement, and disclosure control.
11.3 Publisher-created or sponsored content is valued for its creation, association, placement, and visibility. It carries no performance guarantee unless the Advertising Order expressly provides one.
12. Indemnification
12.1 Advertiser will defend, indemnify, and hold harmless Publisher and its officers, directors, employees, contractors, successors, and agents from third-party claims, damages, liabilities, judgments, costs, and reasonable attorneys' fees arising from Advertiser materials; Advertiser's products, services, claims, links, or landing pages; Advertiser's violation of law or third-party rights; or Advertiser's breach of the Agreement.
12.2 Publisher will promptly notify Advertiser of a covered claim and reasonably cooperate in the defense at Advertiser's expense. Advertiser may control the defense and settlement of the claim. Publisher may participate in the defense through counsel of its own choosing at its own expense. Advertiser may not settle a claim in a manner that admits fault by Publisher, imposes any payment, obligation, restriction, or liability on Publisher, or otherwise adversely affects Publisher without Publisher's prior written consent.
12.3 Publisher will be responsible for a third-party intellectual-property claim arising solely from original material created by Publisher and used by Advertiser exactly as authorized, except to the extent the claim arises from Advertiser instructions, supplied materials, required combinations, or unauthorized modification or use.
13. Disclaimer and Limitation of Liability
13.1 Except for express commitments in the Agreement, services are provided as available, and Publisher disclaims implied warranties, including merchantability, fitness for a particular purpose, and noninfringement.
13.2 Neither party is liable for consequential, incidental, indirect, special, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or business opportunity, arising from the Agreement, even if advised of the possibility.
13.3 Except for Advertiser's payment obligations, indemnification obligations, infringement or misuse of intellectual property, fraud, willful misconduct, or liability that cannot legally be limited, each party's aggregate liability arising from an Advertising Order will not exceed the fees paid or payable under that Advertising Order.
14. Agency and Representative Orders
14.1 An agency or other representative placing an order represents that it is authorized to bind Advertiser and must identify Advertiser as the disclosed principal. Advertiser and its agency are jointly and severally responsible for amounts due unless Publisher expressly agrees otherwise in writing.
14.2 Payment by Advertiser to an agency does not discharge Advertiser's obligation until Publisher receives payment. The agency must promptly notify Publisher of any change in its authority or relationship with Advertiser.
15. Confidentiality and Data
15.1 Each party will use the other's nonpublic business information only to perform the Agreement and will protect it with reasonable care. This obligation does not cover information that is public without breach, already lawfully known, independently developed, or lawfully obtained from another source.
15.2 Neither party is required to disclose personal information or first-party audience data. Any campaign requiring data sharing, lead generation, advertiser tags, or processing of personal information must be governed by separate written terms before the activity begins.
15.3 Each party will maintain and follow a legally compliant privacy policy for its own websites and data practices.
16. General Provisions
16.1 The parties are independent contractors. Neither party may bind the other except as expressly provided in the Agreement.
16.2 Neither party may assign the Agreement without the other's written consent, except that Publisher may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate or successor.
16.3 Notices must be in writing and sent to the contacts in the Advertising Order by email or another agreed method. Email notice is effective when sent unless the sender receives a failure notice.
16.4 The Agreement is governed by Florida law, without regard to conflict-of-law principles. The state and federal courts located in Pinellas County, Florida, have exclusive jurisdiction and venue. The prevailing party in an action to enforce the Agreement may recover reasonable attorneys' fees and costs.
16.5 If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. A waiver must be in writing and applies only to the stated instance. Provisions concerning payment, intellectual property, confidentiality, indemnification, liability, and dispute resolution survive expiration or termination.
16.6 The Agreement may be executed in counterparts and by electronic signature or electronic acceptance, each of which is treated as an original.
