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The 561 Scoop
These Terms and Conditions ("Terms") govern all advertising, sponsorship, and promotional placements purchased from The 561 Scoop LLC, a Florida limited liability company ("Publisher," "we," "us"), by the person or entity identified on the accompanying invoice or insertion order ("Advertiser," "you").
By checking the acceptance box, providing an electronic signature, or submitting payment on an invoice that references these Terms, Advertiser agrees to be bound by them.
1.1 What forms the contract. The agreement between the parties consists of (a) the invoice or insertion order Advertiser accepts, and (b) these Terms. Together these are the "Agreement."
1.2 Scope is limited to what is listed. Publisher's only obligations are the specific deliverables, quantities, placements, and dates expressly itemized on the invoice. Nothing discussed in email, text, phone calls, meetings, social media messages, or sales conversations creates an obligation unless it appears on the invoice. Any deliverable not itemized on the invoice is not included and is not owed.
1.3 Conflict. If the invoice conflicts with these Terms, the invoice controls as to price, deliverables, and dates. These Terms control as to all other matters.
1.4 Purchase orders. Any Advertiser purchase order, vendor agreement, click-through terms, or standard form containing terms additional to or different from these Terms is rejected and has no effect, even if Publisher signs or acknowledges it, unless Publisher expressly agrees in a signed writing that specifically references this Section 1.4.
2.1 Payment in advance. Unless the invoice states otherwise, payment in full is due before the first placement runs. Publisher is not obligated to publish, produce, or schedule anything until payment clears.
2.2 Late payment. Past-due balances accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by Florida law, whichever is less. Publisher may suspend or cancel remaining placements while any balance is past due.
2.3 Collection costs. Advertiser is responsible for all costs of collection, including reasonable attorneys' fees.
2.4 Chargebacks. Initiating a chargeback or payment dispute for placements that have run is a material breach. Advertiser remains liable for the invoice amount plus any processor fees Publisher incurs.
2.5 Non-refundable. Once production has begun or a placement has run, fees for that placement are non-refundable. Section 8 governs remedies for missed or defective placements.
2.6 Taxes. Prices exclude any applicable sales, use, or similar taxes, which are Advertiser's responsibility.
3.1 Dates are targets. Publication dates listed on the invoice are targets. Publisher may shift a placement by up to seven (7) days for editorial, technical, or scheduling reasons without breaching the Agreement.
3.2 Publisher controls placement. Unless the invoice specifies an exact position, Publisher determines the position, format, sizing, and surrounding context of all placements in its sole editorial discretion.
3.3 Materials deadline. Advertiser must deliver all required assets, links, offer details, and approvals by the deadline stated on the invoice, or five (5) business days before the scheduled run date if none is stated. Late materials may result in rescheduling or forfeiture of the placement, with no refund.
4.1 No guaranteed results. Publisher does not guarantee, and Advertiser is not purchasing, any specific number or level of impressions, opens, clicks, link taps, views, reach, engagement, downloads, redemptions, foot traffic, leads, calls, reservations, sales, revenue, or return on investment. Advertiser is purchasing the placement described on the invoice, and nothing more.
4.2 Audience figures are estimates. Any subscriber counts, follower counts, open rates, view counts, or reach figures shared with Advertiser before or after a campaign are good-faith estimates derived from third-party platforms (including email service providers and social platforms) that Publisher does not control and cannot verify. They are not warranties, and Publisher is not liable for their accuracy.
4.3 Platform behavior. Publisher is not responsible for the acts of third-party platforms, including algorithm changes, deliverability and spam filtering, account restrictions, content removal, outages, or changes to platform terms.
5.1 Who creates what. Unless the invoice states otherwise, Publisher writes, designs, photographs, films, and produces the creative for each placement.
5.2 Approval. Where the invoice provides for Advertiser approval, Advertiser receives one (1) round of revisions limited to factual corrections and reasonable edits to Advertiser's own offer, claims, and brand details. If Advertiser does not respond within three (3) business days of Publisher sending a proof, the proof is deemed approved. Additional revision rounds and material scope changes are billable at Publisher's then-current rates.
5.3 Editorial independence. Purchasing a placement does not entitle Advertiser to editorial coverage, does not obligate Publisher to cover Advertiser favorably or at all outside the purchased placement, and does not entitle Advertiser to influence, approve, delay, or suppress any editorial content Publisher publishes about Advertiser or any other person or business. Publisher's editorial judgment is not for sale.
5.4 Disclosure. Publisher will identify paid placements as advertising, sponsored, or promoted content as required by the FTC Endorsement Guides and applicable law. Advertiser may not request removal, reduction, or obscuring of any disclosure. Publisher's disclosure choices are final.
5.5 Right to reject or remove. Publisher may reject, edit, pause, or remove any placement or Advertiser material, before or after publication, that Publisher reasonably believes is inaccurate, misleading, unlawful, discriminatory, defamatory, infringing, inconsistent with Publisher's editorial standards, or in violation of any platform's rules. If Publisher removes a placement for these reasons, Advertiser's sole remedy is a pro-rata credit for the unrun portion.
This section is material to the Agreement.
6.1 Definition. "Publisher Content" means all content created, commissioned, produced, curated, licensed, or compiled by or for Publisher in connection with the Agreement or otherwise, in any medium, whether or not Advertiser paid for its production. This includes without limitation: written copy, headlines, captions, taglines, and article text; photographs, video, and audio; graphics, layouts, templates, typography, and design elements; newsletter issues and individual sections; social media posts, Reels, Stories, and carousels; app screens and listings; and any third-party material that Publisher has licensed or obtained permission to use.
6.2 Ownership. Publisher owns or holds the necessary rights to all Publisher Content. Nothing in the Agreement transfers, assigns, or grants Advertiser any ownership interest in Publisher Content. Publisher Content is not a work made for hire for Advertiser. Payment of the invoice purchases the placement and distribution described on the invoice only — it does not purchase the content, the copyright in the content, or any right to use the content elsewhere.
6.3 Licensed third-party material. Some Publisher Content incorporates photography, footage, music, fonts, data, or other material that Publisher uses under license or with permission from a third party. Those licenses run to Publisher alone and are not sublicensed to Advertiser. Advertiser acquires no rights whatsoever in that material and must not use it under any circumstances.
6.4 Reuse requires written permission. Advertiser may not copy, reproduce, repost, republish, distribute, display, download, screenshot, screen-record, print, modify, crop, edit, translate, excerpt, create derivative works from, or otherwise use Publisher Content — in whole or in part — for any purpose outside the placement itself, without Publisher's prior written permission. This prohibition expressly includes:
Permission, if granted, may be conditioned on a separate license fee, a defined term, defined platforms, and defined usage. Silence is not permission.
6.5 Limited native resharing. As a courtesy, and only while the placement is live and for thirty (30) days after it publishes, Advertiser may reshare Publisher's original post using a platform's built-in, unmodified resharing function (for example, an Instagram Story share or a repost that preserves attribution to Publisher's account), and may link to the original published URL. Advertiser may not remove, obscure, or alter any Publisher name, logo, watermark, byline, or attribution, may not download and re-upload the content as Advertiser's own, and may not place any paid media behind a reshare. This courtesy is revocable at any time.
6.6 Advertiser's marks. Advertiser grants Publisher a non-exclusive, worldwide, royalty-free license to use Advertiser's name, logo, trademarks, product images, and supplied materials for the purpose of producing, publishing, and distributing the placement, and to display the completed placement in Publisher's own portfolio, media kit, case studies, and promotional materials indefinitely. Advertiser represents that it owns or has the right to grant this license.
6.7 No endorsement. Nothing in the Agreement grants Advertiser the right to state or imply that Publisher endorses, recommends, certifies, rates, or vouches for Advertiser, its products, or its services, or to use phrases such as "561 Scoop Approved," "as recommended by," or any Publisher mark or badge, outside the exact language and marks Publisher supplies for the placement.
6.8 Enforcement. Unauthorized use of Publisher Content is a material breach and copyright infringement. Publisher may pursue takedown, injunctive relief, and all available damages. Advertiser acknowledges that monetary damages alone may be inadequate and that Publisher is entitled to seek injunctive relief without posting bond.
6.9 Survival. Sections 6.1 through 6.9 survive expiration or termination of the Agreement indefinitely.
Advertiser represents and warrants that:
7.1 It has full authority to enter the Agreement and the individual accepting it is authorized to bind Advertiser.
7.2 All information, claims, offers, pricing, discounts, expiration dates, and material it supplies are accurate, truthful, substantiated, and not misleading.
7.3 It owns or has all necessary rights, licenses, and permissions to all material it supplies, including any images, logos, music, and any person's name, likeness, or voice appearing in it.
7.4 The advertised business, product, or service, and Advertiser's operation of it, complies with all applicable federal, state, and local laws and regulations, including the FTC Act, the Florida Deceptive and Unfair Trade Practices Act, and any licensing, permitting, health, or professional requirements applicable to Advertiser's industry.
7.5 Any offer, deal, discount, or promotion promoted through Publisher will be honored on the stated terms, at the stated locations, for the stated period, for any customer presenting it. Failure to honor a promoted offer is a material breach.
7.6 It will comply with all applicable law in handling any customer, lead, or subscriber information it receives in connection with the campaign, including CAN-SPAM, the TCPA, and the Florida Telephone Solicitation Act.
8.1 Publisher's sole obligation. If Publisher fails to run a paid placement, runs it materially incorrectly, or runs it on a materially wrong date, Advertiser's sole and exclusive remedy is, at Publisher's election, (a) rerunning the corrected placement in a comparable slot, (b) a credit toward a future placement, or (c) a refund of the amount paid for that specific placement.
8.2 Notice required. Advertiser must notify Publisher in writing of any error, omission, or claim within ten (10) days after the placement runs or was scheduled to run. Claims not made within that window are waived.
8.3 No compounding. Remedies are limited to the affected placement and do not extend to other placements in the same campaign.
9.1 Publisher's subscriber list, app user data, reader contact information, and audience data are Publisher's confidential business assets. Advertiser receives no access, license, or interest in them.
9.2 Advertiser may not scrape, harvest, replicate, resell, or attempt to identify or contact Publisher's subscribers except through placements purchased from Publisher.
9.3 If a campaign expressly includes lead delivery, Advertiser may use delivered leads only for the campaign purpose disclosed to the consumer, may not resell or transfer them, and is solely responsible for compliance with all applicable privacy, email, and telemarketing law.
10.1 By Advertiser. Advertiser may cancel a scheduled placement by written notice received at least fourteen (14) days before the scheduled run date. Publisher will refund amounts paid for the cancelled placement less (a) any production, creative, or third-party costs already incurred, and (b) a 25% administrative fee. Cancellations received with less than fourteen (14) days' notice are non-refundable.
10.2 By Publisher. Publisher may cancel any placement at any time for any reason by refunding amounts paid for the unrun portion. This refund is Advertiser's sole remedy.
10.3 For breach. Publisher may terminate immediately, without refund, if Advertiser breaches Section 6 or Section 7.
No placement carries category, geographic, or competitive exclusivity unless the invoice expressly states the exclusivity granted, its category, and its duration. Absent that language, Publisher may accept advertising from Advertiser's direct competitors at any time, including in the same issue or on the same day.
Rates, discounts, package structures, audience data, and the terms of any specific deal are Publisher's confidential information. Advertiser will not disclose them to any third party except its own professional advisors bound by confidentiality, or as required by law.
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, PUBLISHER'S SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PUBLISHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE ANY PARTICULAR RESULT.
14.1 PUBLISHER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, UNDER ANY THEORY, WILL NOT EXCEED THE AMOUNT ADVERTISER ACTUALLY PAID PUBLISHER FOR THE SPECIFIC PLACEMENT GIVING RISE TO THE CLAIM.
14.2 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
14.3 The limitations in this Section 14 do not apply to Advertiser's obligations under Sections 2, 6, 7, and 15.
15.1 By Advertiser. Advertiser will defend, indemnify, and hold harmless Publisher, its members, officers, employees, and contractors from any claim, demand, action, loss, liability, damage, penalty, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) material Advertiser supplied; (b) Advertiser's products, services, offers, or business operations; (c) any claim that a promoted offer was not honored; (d) Advertiser's breach of Section 6 or Section 7; or (e) Advertiser's violation of any law or third-party right.
15.2 By Publisher. Publisher will defend, indemnify, and hold harmless Advertiser from any third-party claim that Publisher Content originally created by Publisher, standing alone and excluding any material Advertiser supplied, infringes that third party's U.S. copyright or trademark. This is Publisher's sole indemnity obligation and is subject to the cap in Section 14.1.
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including hurricanes and severe weather, natural disaster, power or internet outage, platform or vendor failure, labor disruption, epidemic, war, terrorism, or governmental action. Publisher will reschedule affected placements where reasonably practicable; rescheduling is Advertiser's sole remedy.
The parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency, or franchise relationship. Neither party may bind the other.
Advertiser agrees that checking an acceptance box, drawing or typing an electronic signature, or paying an invoice that references these Terms constitutes Advertiser's signature and manifests assent to the Agreement. This is enforceable to the same extent as a handwritten signature under the federal E-SIGN Act and the Florida Uniform Electronic Transaction Act, Chapter 668, Florida Statutes. Publisher's records of acceptance, including timestamp and IP address, are admissible evidence of the Agreement.
19.1 The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.
19.2 The exclusive venue for any action is the state or federal courts located in Palm Beach County, Florida. Both parties consent to personal jurisdiction there and waive any objection based on inconvenient forum.
19.3 The prevailing party in any action to enforce the Agreement is entitled to recover its reasonable attorneys' fees and costs, at trial and on appeal.
20.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous proposals, media kits, rate cards, emails, and discussions.
20.2 Amendment. No modification is effective unless in a writing signed or electronically accepted by both parties.
20.3 No waiver. A party's failure to enforce any provision is not a waiver of that provision or any other.
20.4 Severability. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder stays in effect.
20.5 Assignment. Advertiser may not assign the Agreement without Publisher's prior written consent. Publisher may assign to an affiliate or in connection with a sale of the business.
20.6 Notices. Notices to Publisher go to [email protected]. Notices to Advertiser go to the billing email on the invoice.
20.7 Updates. Publisher may update these Terms prospectively. The version in effect on the date Advertiser accepts an invoice governs that invoice.
20.8 Survival. Sections 2, 6, 7, 9, 12, 13, 14, 15, 18, 19, and 20 survive termination.