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Digital Advertising Terms

A Digital Advertising Terms

If Advertiser is purchasing for display in Publisher’s website, online display advertising (“Digital Ads” “Ads”) for distribution on Publisher’s digital media property (e.g., Publisher’s website(s), then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising Services.

1 Rates:

1.1 Unless otherwise specified in Advertising Commitment in connection with a Commitment from Advertiser, Advertiser’s purchase of Ads for display on the publisher’s website will be billed at Publisher’s Standard Rates.

1.2 Advertiser acknowledges that it has been provided a copy of Publisher’s standard rate card. The rate card, including any terms and conditions in such rate card, are hereby incorporated into this Agreement by reference,provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control.

1.3 Publisher reserves the right to modify its rate card, including increasing its Standard Rates, at any time and from time to time.

1.4 Publisher will provide Advertiser with at least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue display of the applicable Ads by giving written notice to Publisher prior to the effective date of such changes.

1.5 Advertiser’s right to discontinue the display of its Ads shall be its sole and exclusive remedy in the event of a rate increase.

1.6 If Advertiser does not elect to discontinue display of the applicable Ads, then, following the expiration of the notice period, all Ads shall be billed at Publisher’s increased rates.

2 Deadline:

2.1. Deadlines:

(a) Advertiser will provide Publisher all applicable Ads by Publisher’s standard deadline (as designated by Publisher), in a format suitable for display on the publisher’s website, as applicable, via a transmission method mutually agreed upon by the parties.

(b) Advertiser shall have the right to change any Ads(s) after submission, provided that it submits any such changes to Publisher no later than Publisher’s standard deadline (as designated by Publisher).

(c) Advertiser shall pay all expenses connected with the delivery of the Ad(s) to Publisher.

(d) Changes to any Ads after first publication may result in additional charges, which will be disclosed to Advertiser in advance.

3. Submission of Advertising Materials:

3.1 Unless otherwise agreed to by the parties in writing, Advertiser will provide all creative services and necessary text, data, images, illustrations or graphics and/or other materials with respect to the Ads(s).

3.2 Advertiser will submit the Ad(s) in accordance with the applicable Publisher policies in effect from time to time, including policies regarding artwork specifications, format and submission deadlines.

4 Ad Serving:

4.1 Advertiser grants to Publisher, a license to

(a) display Advertiser’s Ads on the publisher’s website; and

(b) modify, copy, reformat, transmit and otherwise manipulate the Ads in connection with such display. Advertisements will be served in accordance with one of the following options:

(b1) By Publisher: If Publisher will be responsible for serving the Digital Ads through its own ad servers, then Publisher will track delivery of the Digital Ads through such servers. The parties agree that Publisher’s final impression measurements will be used to determine the fees due under this Agreement.

(b2) By a Third Party: If a third party (“Third Party”) will be responsible for serving the Digital Ads through such Third Party’s ad server, and such Third Party will track delivery of the Digital Ads through its server. The Third Party’s final audited impression measurements will be used to determine the fees due under this Agreement.

4.2 If the parties agree to use a Third-Party ad server under the terms of this Addendum, Advertiser agrees to provide Publisher with a user login name and password to access the Third Party’s impression measurements for purposes of verification of such measurements.

5 Invoices:

5.1 Publisher agrees that invoices covering the delivery of Ads hereunder will contain:

(a) the dates and times upon which Advertiser’s Ads were displayed on the publisher’s website and, if applicable, dates and times upon which the Ads could be accessed on the publisher’s website,

(b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and

(c) the charge to Advertiser. The invoice shall serve as Publisher’s certificate of performance.

6 Short Rating:

6.1 If Advertiser has made a Commitment in accordance with Advertising Commitment of this Agreement and, at the end of the Commitment Term set forth in Advertising Commitment Advertiser has either

(a) purchased less volume (inches/pages/impressions) of Ads than agreed to in the Advertising Commitment or

(b) fallen short of the minimum revenue commitment agreed to in Advertising Commitment, then, if Publisher’s Standard Rates are higher than the rates Advertiser was paying during the Commitment Term,

(i) Advertiser will be billed for (and will be obligated to pay) the difference between the Standard Rate and the Commitment Term rate for all Ads that ran during the Commitment Term, and

(ii) Advertiser will be billed at the Standard Rate (as such Standard Rate may be modified in accordance with Section 1, above) for all Ads run after the Commitment Period.

7 Cancelation of Digital Advertisements:

7.1 Cancellation Prior to Initial Distribution. At any time prior to the serving of the first impression of a Digital Ad on publisher’s website under this Agreement, Advertiser may cancel an online advertising campaign on thirty (30) days prior written notice to Publisher.

7.2 Cancellation After Initial Distribution Once the first impression of a Digital Ad has been served on publisher’s website, Advertiser may cancel an online advertising campaign by giving Publisher written notice of such cancellation, which cancellation will be deemed effective on the later of:

(i) thirty (30) days after serving of the first impression of the applicable campaign; or

(ii) fourteen (14) days after providing Publisher with such notice. If Advertiser exercises its right to cancel under this Paragraph, Advertiser will be responsible for all fees that accrue prior to the cancellation date.

8 Reservation of Rights:

8.1 Publisher may reject, remove or cancel any Ad, space reservation or position commitment at any time in its sole discretion.

8.2 Publisher also may edit, reject or remove from its website, at any time, any Ad or other material submitted by Advertiser or its Agency, or place the Ad in any Publisher advertising classification or section that Publisher deems appropriate.

8.3 Publisher also shall have full latitude with respect to positioning all advertisements on it’s website; provided, however, that Publisher will use its reasonable efforts to accommodate Advertiser’s positioning requests.

9 Responsibility of Advertisement:

9.1. Technical Quality; Typographical Errors; Incorrect Insertions or Omissions.

(a) Publisher is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for display on the publisher’s website.

(b) This Agreement cannot be invalidated, and Publisher will not be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Advertiser Content displayed or published pursuant to this Agreement or omitted from display or publication.

10 Failure to Display Advertiser Content:

10.1 Publisher is not required to display any Advertiser Content or other material for the benefit of any person or entity other than Advertiser.

10.2 If there is an interruption or omission of the publication of any Advertiser Content or other material contracted to be published hereunder, Publisher may suggest a substitute time period for the publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position on the publisher’s website, as determined by Publisher.

10.3 Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser’s good faith business judgment, Publisher shall provide a “make good” in the form of a reduction in the amount of fees due to Publisher (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser’s sole and exclusive remedy for any failure to display Ads or other advertising material and Publisher shall have no further liability hereunder for such failure.

11 Removal or change of content:

11.1 Publisher in its sole discretion, may remove or revise its website’ content, nature, design, and/or organization, during the term of this Agreement.

11.2 If any such revision materially alters the value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of such revisions.

11.3 If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation.

11.4 Such cancellation shall be Advertiser’s sole and exclusive remedy and Publisher shall have no further liability whatsoever.

12 FTC Guidelines:

12.1 Publisher and Advertiser shall comply with all applicable laws, rules and regulations, including without limitation the FTC’s Guides Concerning the Use of Endorsements and Testimonials and the FTC’s Enforcement Policy Native Advertising.

13 Pay For Performance/Lead Generation:

This section applies to an Advertisement on the publisher’s website which include a designated phone number or a tracking code or a click through from the Publication’s Site to the Advertiser by which publisher and Advertiser can track and verify readers to respond to and offer in the Advertisement.

13.1 Any specific qualifications for the lead shall be included in the Insertion Order or on the Advertising Commitment.

13.2 Publisher shall have the right to audit the Advertiser’s records to confirm the number of qualified leads generated by the Advertisement.

13.3 Publisher shall be provided with access to the call tracking records and other records maintained by Advertiser.

13.4 Publisher shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Advertising Commitment.

13.5 Only unused digital inventory will be available for the Advertisements.

13.6 The frequency, location, and placement of the Advertisements shall be determined by Publisher, in its sole discretion.

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