Search Engine Journal Advertising Terms and Conditions

Updated and Effective March 24, 2026

These Advertising Terms and Conditions and (the “Advertising Terms”) govern the provision of advertisements and related services by Alpha Brand Media, Inc., a Delaware corporation doing business as Search Engine Journal (“SEJ”) to the client listed on an insertion order or similar order form executed by SEJ and the client (“Client”). Collectively, these Advertising Terms, any executed insertion order or other order form for advertising (each, an “Insertion Order”), and the SEJ Advertising Specifications available at https://www.searchenginejournal.com/advertise/specs/ (the “Ad Specifications”) are referred to as the “Agreement.” Capitalized terms not defined in these Advertising Terms have the definitions given in the Insertion Order. In the event of a conflict between the terms of an Insertion Order, on the one hand, and the terms of these Advertising Terms or the Ad Specifications, on the other hand, the conflicting term of the Insertion Order will prevail only if such conflicting term expresses a specific intent to override a specific provision of these Advertising Terms and/or the Ad Specifications.

(1) Authorizations for Promotional Displays. Client hereby authorizes SEJ to prepare, insert, and display the cover stories, advertorials, sponsorships, promotions, links, and/or other advertisements described in an Insertion Order (the “Advertisements”) using the advertising content, branding, and other materials provided by Client (“Client Content,” as further described below). All Client Content must conform to these Advertising Terms and the applicable Ad Specifications. Client hereby authorizes SEJ, and grants SEJ all necessary rights and licenses, to enable SEJ to display, perform, reproduce, transmit, market, and promote the Advertisements according to the terms of this Agreement, including the applicable Ad Specifications. SEJ will use commercially reasonable efforts to ensure that the Advertisements substantially conform to the applicable Ad Specifications and other requirements of this Agreement. However, SEJ reserves the right to change the overall format of the Advertisements with prior notice to Client. Except as otherwise expressly provided in the Insertion Order, the positioning of Advertisements on the website, email, social media channel, or other designated location shall be within SEJ’s sole and absolute discretion.

(2) Emails and Sponsorship Deliverables. The following terms and conditions apply to the following specialty deliverables when they are included in an Insertion Order:

(i) Emails. Unless otherwise specified in the Insertion Order, an Advertisement specified as “Email” entitles Client to placement of an Advertisement in a newsletter that SEJ sends to subscribers who have opted-in to receive email newsletters from SEJ. Unless otherwise specified in an Insertion Order, an email containing such an Advertisement will be sent to all such subscribers who have opted in to receive the applicable SEJ newsletter(s). Other than the Advertising placement for Client, SEJ has sole discretion as to the content of its email newsletters.

(ii) Sponsorships. Unless otherwise specified in the Insertion Order, an Advertisement specified as a “Sponsorship” entitles Client to a non-exclusive advertising placement on the web page or pages and of the size and type specified in such Insertion Order. If a Sponsorship is designated as a fixed placement, any number of impressions provided in the Insertion Order with regard to such placement is a good-faith estimate and is not a commitment.

(3) Client Content. The Client will provide the Client Content to SEJ, including as reasonably requested by SEJ and as may be specified in an Insertion Order, to enable SEJ to provide the Advertisements placements ordered by Client. Depending on the specified types of Advertisements and placements, Client Content may include, without limitation, logos, branding materials, text, links, buttons, badges, banners, musical works, sound recordings, videos, pictures, graphics, other audiovisual material, and any other data, information, or content that is necessary and appropriate for SEJ to fulfill its obligations to Client under this Agreement. Client will provide the Client Content in the format requested by SEJ. SEJ shall not be required to publish any Client Content that does not comply with the requirements of this Agreement, and Client shall be obligated to pay the amounts due in the Insertion Order, whether or not an Advertisement is published if a failure to publish is due to a failure by the Client to timely provide the Client Content that complies with this Agreement. Furthermore, any advertising campaign delivery dates that are specified in an Insertion Order are conditioned on the timely delivery of all necessary Client Content to SEJ. All such dates are subject to change if Client to deliver the necessary Client Content on time or if SEJ encounters resource availability issues as a result of Client’s failure to comply with the Agreement. Client is solely responsible for the accuracy of all Client Content. SEJ is not responsible or liable, under this Agreement or otherwise, if (a) any Advertising copy or content is incorrect or contains errors of any kind after Client has had an opportunity to review and proof such copy or content, or (b) there are delays or failures to meet any delivery dates caused by the Client Content or the Client’s failure to comply with its obligations with respect to Client Content.

(4) Warranties. Each of SEJ and Client represents and warrants to the other that: (a) it has the requisite power and authority to enter into and perform the Agreement, and (b) it will comply with all applicable laws in connection with the Agreement. In addition, Client represents, warrants, and covenants that:

(i) the Client Content complies with this Agreement, with SEJ’s advertising standards, and with any applicable third party’s advertising standards or policies or terms of service;

(ii) Client owns or otherwise holds all necessary rights to grant the licenses to Client Content that are granted under this Agreement and to enable SEJ to display the Advertisements ordered by Client;

(iii) neither Client nor the Client Content nor the exercise of any license rights to Client Content under this Agreement:

(a) violates any applicable laws, rules, or regulations in any relevant jurisdiction, including without limitation those relating to unfair competition, anti-discrimination, or false advertising;

(b) infringes, violates, or misappropriates any rights of any third party, including any intellectual property, proprietary, confidentiality, publicity, privacy, likeness, or other rights of any third party in any jurisdiction; or

(c) is otherwise reasonably objectionable to SEJ or the owner or operator of any third-party website or service relevant to an Advertisement or the Client Content; and

(iv) neither the Client Content nor the Advertisements shall advertise, encourage, or enable the unlawful sale of alcohol or tobacco products, any unlawful gambling activity, or any other activity or conduct that is unlawful in any applicable jurisdiction.

(5) Warranty Remedies and Indemnification. In addition to any rights or remedies available at law or under this Agreement, SEJ reserves the right to reject Client Content that fails to comply with any of the warranties in Section 4. In addition, SEJ may, at any time, remove any Client Content or Advertisement and/or terminate this Agreement if SEJ is directed to do so by any law enforcement agency, court, or government agency or if SEJ determines, in its sole discretion, that there has been a breach of any of the warranties in Section 4. In the event of any breach of Section 4, if SEJ reasonably believes the breach is not capable of cure, then it may terminate this Agreement immediately upon written notice, and SEJ has no liability as a result of such termination. Or if SEJ reasonably believes such breach is capable of cure, then Client’s sole remedy shall be that SEJ will display other Client Content or Advertisements as mutually agreed by the parties at the time. Client agrees to defend and indemnify SEJ against, and hold it harmless from, any and all liability, loss, damages, claims, or causes of action, including fees and expenses of attorneys and expert witnesses, that may be asserted against or incurred by SEJ that arise out of or relate to the Client Content, Advertisements, SEJ’s exercise of any license granted under this Agreement, or Client’s breach of any of this Agreement, including without limitation the warranties of Section 4.

(6) Limited License to Client Content. Client hereby grants to SEJ, during the term of this Agreement, a non-exclusive, royalty-free, right and license to display, perform, reproduce, transmit, market, promote, and use the Client Content, including any trademarks and trade names included in such Client Content, for the sole purpose of performing SEJ’s obligations under this Agreement. As between Client and SEJ, Client owns all right, title, and interest in and to the Client Content.

(7) Term and Termination.

(i) Term and Termination Generally. This Agreement will commence as of the date that an Insertion Order is executed by Client and SEJ (or the campaign start date provided in the Insertion Order, if that date is earlier), and will continue until the later of (a) the expiration or end date, if indicated in the Insertion Order, or (b) the date such Insertion Order is completed by SEJ. Once Client executes an Insertion Order, all obligations to pay fees under that Insertion Order are firm. There shall be no refunds, no right to set-off against any future amounts payable to SEJ, and no proration of rates or installment payments if Client elects to discontinue display of the Advertisements or any of the promotional activities to be performed by SEJ before the expiration of this Agreement. Notwithstanding the foregoing, in addition to the termination rights set forth in Section 5 above, SEJ may terminate this Agreement if Client fails to pay any amount due and such non-payment remains uncured for 5 days following notice to Client of non-payment. In addition, either party may terminate this Agreement upon written notice to other party if the other party has substantially breached any material provision of this Agreement and has failed to cure such breach within 20 days of the non-breaching party’s written notice that specifies such breach in reasonable detail.

(ii) Advertising Campaign Scheduling. If an advertising campaign is specified in an Insertion Order, the parties agree to use commercially reasonable efforts to meet the dates of the campaign. However, SEJ may, upon notice to Client, reasonably adjust advertising campaign delivery dates based upon available inventory. Client may request a rescheduling of an advertising campaign; provided, however, that (a) any such request must be in writing, (b) in no event will any delivery dates be rescheduled with less than 90 days’ prior notice, and (c) any rescheduling of a campaign is subject to SEJ’s prior written approval, in its sole discretion. Client shall not be entitled to any refunds for Advertisements not delivered as a result of a request by Client to reschedule. Client agrees to complete any advertising campaign within twelve (12) months of the originally scheduled start date, and under no circumstances may an advertising campaign be extended beyond twelve (12) months. If Client fails to complete the campaign within those twelve (12) months, then SEJ reserves the right to terminate the Insertion Order for that advertising campaign without refund, or any right to set off against any future amounts payable to SEJ.

(8) Limitations of Liability. UNDER NO CIRCUMSTANCES SHALL SEJ BE LIABLE TO THE CLIENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT SEJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT OR SEJ’S PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. IN NO EVENT SHALL SEJ’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO SEJ DURING THE 12 MONTHS PRECEDING THE EVENT(S) GIVING RISE TO THE LIABILITY. SEJ MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SEJ’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT, AND/OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SEJ SPECIFICALLY DISCLAIMS ANY WARRANTY OR COMMITMENT REGARDING (I) THE NUMBER OF PERSONS WHO WILL VIEW OR ACCESS THE ADVERTISEMENTS AND/OR OTHER SEJ PRODUCTS OR SERVICES, AND (II) ANY BENEFIT, FINANCIAL OR OTHERWISE, THAT CLIENT MIGHT OBTAIN FROM THE ADVERTISEMENTS OR ANY SERVICES RENDERED BY SEJ.

(9) Payments and Late Fees. Unless otherwise set forth in an Insertion Order, SEJ will invoice all amounts due under an Insertion Order promptly after execution of the Insertion Order, and Client must pay all such amounts within 30 days of the invoice. Acceptable payment methods are set forth in the Insertion Order. Some payment methods (e.g., credit cards or debit cards) may be subject to additional transaction processing fees. If any payment due under an Insertion Order is not received in full by the due date, then in addition to all other rights and remedies that may be available to SEJ: (i) SEJ may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) SEJ may suspend its performance under this Agreement until full payment, including any late payment interest, is received. SEJ has no liability for any delays in Advertisement placements that result from late payments.

(10) Notices. Except as otherwise specified in this Agreement, any consents, requests, demands, communications, and other notices permitted or required to be given under the Agreement must be in writing and will be deemed validly given upon delivery if: (a) personally delivered with service fees prepaid, or (b) delivered with fees prepaid by reputable overnight courier that provides proof of delivery (e.g., FedEx or UPS), or (c) delivered via email. Notices to Client may be sent to the contact information given in the Insertion Order. Notices to SEJ should be sent to the contact information below. Either party may update its notice information by providing notice under this Section. English is the official language of the Agreement, and all communications and notices must be in the English language.

Notices to SEJ:
Alpha Brands Media, Inc. d/b/a Search Engine Journal
160 W. Camino Real Unit #606
Boca Raton, FL 33432, USA
Attention: Legal Notices
Email: legal@searchenginejournal.com

(11) Governing Law. The laws of the United States of America and the State of Delaware (without regard to its conflict of law provisions) govern all matters relating to the Agreement.

(12) Dispute Resolution.

(i) Informal Dispute Resolution. In the event of any dispute, controversy, or claim arising from or in connection with this Agreement, its interpretation, performance, nonperformance, or breach (each, a “Dispute”), SEJ and Client agree to use their best good-faith efforts to reach a resolution informally via active, good-faith negotiations by personnel for each party with the knowledge and authority to resolve the Dispute. Either party may initiate this process by providing written notice to the other that describes the Dispute in reasonable detail.

(ii) Agreement to Arbitrate. If the parties are unable to resolve a Dispute within thirty (30) days after a party has first raised such matter to the other via written notice, then the parties agree to resolve such Dispute by binding arbitration in accordance with this Section 12. Any arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) before a single arbitrator who is selected in accordance with the JAMS Rules. The arbitration proceedings will take place in Boca Raton, Florida, and all such proceedings will be in English. Except as otherwise specifically limited in this Agreement, the arbitral tribunal has the power to grant any remedy or relief that would be available under the Agreement and applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction. This Section does not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(iii) Confidentiality. The parties agree to maintain as confidential the existence and content of the arbitral proceedings and any rulings or awards, except (a) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, (b) with the consent of all parties, (c) where needed for the preparation or presentation of a claim or defense in this arbitration, or (d) by order of the arbitral tribunal upon application of a party.

(iv) Fees and Expenses. Each party will pay the fees of its respective attorneys and any other expenses connected with the arbitration, but all other costs of this arbitration, including the fees of the arbitrator, cost of any record or transcript of the arbitration, administrative fees, and other fees and costs, will be shared equally by the parties. The non-prevailing party in any arbitration proceeding or lawsuit in connection with the Agreement (including any sub-proceeding or motion practice), as determined by the arbitrator, judge, or other tribunal, must promptly reimburse the prevailing party for its out-of-pocket costs, including expert witness fees, attorneys’ fees, and any costs and fees on appeal.

(v) Venue for Court Proceedings. If any Dispute arising from or relating to the Agreement is incapable of arbitration for any reason, the state courts located in Palm Beach County, Florida and the federal courts of the Southern District of Florida are the exclusive venues for resolution of any such Dispute, whether at law or in equity, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.

(13) Force Majeure. SEJ shall be not responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, acts of a public enemy, Internet or other network “brownouts” or failures, power failures, cyber-attacks, malicious third-party attacks or actions, and acts of civil and military authorities.

(14) Waiver or Delay. Any waiver of any kind by either party of a breach of the Agreement must be in a signed writing, will be effective only to the extent set forth in such writing, and will not operate or be construed as a waiver of any subsequent breach by the other party. No failure of either party to insist upon strict compliance with any obligation or provision, and no custom or practice of the parties at variance with the terms hereof, will constitute a waiver of any right to demand exact compliance with the terms of the Agreement. Neither party’s delay or omission in exercising any right, power or remedy upon a breach or default by the other party will impair any such right, power or remedy.

(15) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement remain in full force and effect if the parties’ essential rights and obligations under the Agreement remain valid, legal, and enforceable.

(16) Relationship of the Parties. Nothing in the Agreement should be construed as creating any agency, partnership, joint enterprise, or other similar relationship between the parties. The relationship between the parties is, at all times, that of independent contractors. Neither party has the authority to contract for or bind the other in any manner whatsoever. The Agreement confers no rights upon either party except those expressly granted herein or to make any representation or commitment on behalf of the other.

(17) Assignment. The Agreement and the rights and obligations arising under the Agreement are binding upon and inure to the benefit of the parties and to their respective permitted successors and assigns. Neither party may transfer or assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party. The parties agree not to unreasonably withhold, delay, or condition such consent. However, (a) SEJ may subcontract any aspect of its obligations under the Agreement to qualified third parties, provided that any such subcontracting arrangement does not relieve SEJ of any of its obligations under the Agreement; and (b) SEJ may transfer the Agreement in its entirety without Client’s consent in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or similar transaction, provided that the transferee agrees to assume all of SEJ’s obligations. Any unauthorized attempt to transfer, assign, or delegate is null and void.

(18) Headings. The paragraph and section headings and captions of the Agreement are included merely for convenience of reference. They are not to be considered part of, or to be used in interpreting, the Agreement and in no way limit or affect any of the contents of the Agreement.

(19) Entire Agreement. These Advertising Terms and each executed Insertion Order constitute the entire agreement between the parties, including all understandings, representations, conditions, warranties, and covenants, concerning its and their subject matter. These Advertising Terms and each executed Insertion Order supersede any prior or collateral agreements or understandings between the parties, whether written or oral, with respect to their subject matter.

(20) Modifications to Advertising Terms. SEJ may modify these Advertising Terms at any time in its sole discretion. SEJ will notify Client of any such change. If Client objects in writing to the updated Advertising Terms within 15 days of SEJ’s notification, the modified version of the Advertising Terms will not apply to an Insertion Order executed prior to the update. Upon execution of a new Insertion Order, the updated Advertising Terms do apply to such Insertion Order.

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