Advertising Agreement Standard Terms and Conditions

Effective Date: February 23, 2026

1 Scope

These Terms and Conditions, together with any Advertising Orders, Statements of Work or other orders by Advertiser (“Orders” or “SOWs”), constitute the services agreement (the “Agreement”) between the advertiser (“Advertiser” or “Client”) and Gazetteer Inc.  (“Publisher”) that provide the following services to Client: (a) publication and/or distribution of print advertising placements in Publisher’s print publication (each an “Ad”); (b) event sponsorship opportunities and related promotional placements, which may include physical and digital promotional materials, newsletter sponsorship, native advertising, branded articles, and other digital distribution channels, for a specified duration as set forth in the applicable Order, SOW, or Publisher’s media kit; and/or (c) advertising creative design services for print or digital Ads (collectively, “Services”), billed at the rate of $100 per hour unless otherwise specified in the applicable Order or SOW. Digital advertising offerings are currently available in connection with event sponsorship packages as described in Publisher’s media kit, but Publisher reserves the right to modify, expand, or offer additional digital advertising products at its discretion. These Terms and Conditions apply to every publication, distribution, or promotional placement of an advertisement or sponsorship on Advertiser’s behalf and all SOWs for the above-mentioned Services entered into after the Effective Date above, and may be updated from time to time. Publisher and Client/Advertiser are referred to in this Agreement as the “Parties.” In the event of a conflict between these Terms and Conditions, on the one hand, and the terms of any SOW or any other communication from Client, these Terms and Conditions shall control unless such SOW or other terms specifically override certain provisions of these Terms and Conditions and are in writing and signed by both Parties. This Agreement does not address any ad agency relationship between the Parties; such relationship, if any, is governed by a separate agreement.

2 Term

The Term of this Agreement as to each Order is set forth in the relevant Order, either expressly as “the Term” or as the time frame of the Services, including, in the case of print advertising publication services, the publication cycle of the applicable quarterly issue; in the case of event sponsorship services, the date(s) of the applicable event and any related promotional period as described in the applicable SOW or media kit; and in the case of digital advertising services, the duration of the applicable advertising run. The Services shall begin on the date specified in the Order and shall end upon publication of the Ad, completion of the digital advertising run, conclusion of the applicable event sponsorship and related promotional placements, delivery of the final product, or as otherwise stated in the Order

3 Representations and Warranties; Compliance with Laws

Client represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) its use of the Services provided by Publisher hereunder will comply with all applicable laws; (d) no materials, artwork, digital files, logos, signage, merchandise, displays, activation materials or other content submitted to Publisher (collectively, “Client Material”) contain any computer viruses or other damaging code; (e) no Client Material, Ad, native advertising, event sponsorship materials, branded experiences, or promotional campaigns violate any rights of any third parties, including but not limited to copyrights, trademarks, patents, trade secrets, rights of privacy, rights of publicity (“Intellectual Property Rights”), and civil rights; and (f) all Client Material, campaigns, sponsorship activations, and Client-approved Services (specifically, but not limited to, Content) comply with all applicable laws, regulations, and Federal Trade Commission and industry guidelines, including but not limited to: local, state and federal laws regarding political advertising, defamation, unfair and deceptive advertising, unfair competition, fair housing, and Native Advertising: A Guide for Business at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses (December 2015). By way of emphasis, Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting Client Material or participating in any event-related activation, and all statements and direct and indirect claims made in each Ad, item of native advertising, sponsorship placement, or promotional material are accurate, not defamatory, and true and supported by competent and reliable substantiation.

Digital Advertiser also represents, warrants, covenants and agrees that (a) its Ads, ad campaigns or branded content will comply with Publisher’s privacy policy, the California Online Privacy Protection Act, the Children’s Online Privacy Protection Act, and the Self-Regulatory Principles for Online Behavioral Advertising at https://www.aboutads.info/obaprinciples; and (b) its email campaigns will comply with the 2003 CAN-SPAM Act.

Client also represents, warrants and covenants that the Client Trademarks (defined in Section 23) and all website links (including privacy policies and terms of use) that Client requests that Publisher include on a website, newsletter, distribution platform, physical promotional materials, event signage, or in other Services or Content developed under this Agreement, including, but not limited to, existing URL, name, contact email address, street address and telephone number furnished by Client, are accurate and complete, and comply with all applicable laws, rules, and regulations. To the extent Client uses Services to transmit, process, use or in any manner handle any personal information/personally identifiable information (“PII”), Client represents, warrants and covenants that Client is in compliance with any and all applicable laws, regulations and standards regarding PII, including, but not limited to, California and European Union privacy laws, the Payment Card Industry Data Security Standards and the Gramm-Leach-Bliley Act.

Publisher represents, warrants and covenants that the Services it provides will not infringe, violate or give rise to any adverse claim with respect to any Intellectual Property Rights of any third party.

AD PUBLICATION SERVICES

4 Ad Preparation and Acceptance for All Placements

4.1 No Legal Review

Publisher does not assume any obligations to perform legal review of Ads or native advertising.

4.2 Ad Preparation

On request, Publisher may assist Advertiser in preparing its Ads or sponsorship materials for publication or distribution. This assistance may include design, composition, text, artwork, layout, and promotional materials. Publisher retains all rights, including copyright, to all Ad layouts and other elements that represent the creative effort of Publisher or contain material prepared by Publisher. Advertiser shall not authorize photographic or other reproduction of any such Ad layout or Publisher-created materials in any other publication without the express written consent of Publisher. Client remains solely responsible for the contents of the Ad(s), native advertising, sponsorship materials, branded activations, and related promotional content, and for compliance with any laws regulating such advertising or sponsorship as represented by Advertiser in Section 3 above.

4.3 Ad Acceptance

Submission of an Ad to Publisher does not constitute a commitment by Publisher to publish or distribute the Ad. Publisher in its sole discretion will decide whether to publish an Ad. Publisher accepts an Ad only by publishing or distributing such Ad.

4.4 Client Material Delivery

Failure of Advertiser to meet any deadlines may result in additional charges and changes in publication, distribution, promotional, or event-related dates.

Advertiser shall be responsible for timely providing to Publisher all Client Material necessary for publication, distribution, or promotional placement of the Ads or sponsorship materials, including all necessary artwork, logos, signage, merchandise specifications, digital files, and other materials, the timing and formats of which may be more specifically set forth in the Order or in Publisher’s media kit. In the event that all necessary materials are not received in time for the scheduled run date, event date, or promotional period, and unless otherwise specifically instructed by Advertiser, Publisher may, at its sole discretion, use artwork or other materials from previous Ads or sponsorship placements placed by Advertiser, if applicable. Publisher will not be responsible for Client Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for print, mobile, online, or event-related use.

Client Material that does not conform to the Order or media kit may result in a higher price. See Section 7.1 on Liability for Errors / Omissions / Cancellations.

Publisher prohibits, and may postpone, cancel or otherwise return, any Client Material that violates its advertising, native advertising, or sponsorship standards, including but not limited to advertising or sponsorship materials that violate applicable laws, promote pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, or instructions on how to assemble or otherwise make bombs, grenades or other weapons.

4.5 Rejection and Alteration of Ads

To ensure the integrity of Publisher’s publications and events and for the benefit of its readers, attendees, and advertisers, Publisher reserves the right to revise, reclassify, edit or reject any Client Material or any portion thereof at any time. Publisher at all times reserves the right to refuse to publish, distribute, display, or promote any Ad text, native advertising, sponsorship material, or other content for any reason and regardless of whether any such Client Material was previously accepted by Publisher. Publisher reserves the right to alter any Client Material in order for the material to conform to Publisher’s current mechanical or technical specifications. The rates stated in the Order or media kit shall remain the same upon a reduction in the size of any Ad as long as the Ad maintains the same proportion of the entire page. Print rates are based on column inch size rather than actual published size, which may have shrinkage related to the printing process.

4.6 Position Requests

For print Ads or native advertising, placement or location of advertising or native advertising is not guaranteed. Any specific ad/native advertising placement condition shall not be legally binding upon Publisher but will be treated as a request only, and Publisher shall not be deemed in breach of this Agreement if it does not publish or distribute an Ad or native advertising in a requested position.

However, Advertiser may specifically purchase the Back Cover position for a particular issue, provided that such Back Cover position has not already been purchased by another client for the same issue and Publisher confirms such placement in the applicable Order.

4.7 Labeling of Ads

When, in the opinion of Publisher, any Ad resembles news matter, such Ad shall be plainly designated as advertising by the word “Advertisement” or other such designation deemed appropriate by Publisher. See Section 10 for native advertising labeling requirements.

5 Ad Preparation, Acceptance and Other Terms for Digital Ads Only

5.1 Delivery of Client Material

For digital Ads and sponsorship-related digital placements, Publisher will make final technical specifications electronically accessible to Advertiser in Publisher’s media kit or as otherwise provided by Publisher. If Client Material is delivered late, Publisher is not required to guarantee full delivery of the applicable Order or SOW. In cases in which the applicable Order or SOW is for a fixed-duration placement (including, but not limited to, newsletter sponsorships, native advertising runs, or event-related promotional placements), if the Client Material is not received by Publisher in time for launch, then Publisher may charge the Advertiser beginning on the scheduled start date on a pro rata basis.

5.2 Rejection of Ads or Native Advertising

Publisher shall notify Advertiser when it rejects Client Material due to unsatisfactory technical quality, inappropriate content, or any other reason.

5.3 Replacement or Removal of Advertising or Native Advertising

Once submitted, Advertiser may replace or revise creative copy for Ads, native advertising, or sponsorship-related digital materials only with forty-eight (48) hours prior written notice to Publisher.

5.4 Digital Placement

Where digital Advertising is sold on a fixed-duration basis (including, but not limited to, a four (4) week exclusive newsletter sponsorship, a one (1) week exclusive native advertising run, or event-related promotional placement), Publisher shall deliver the placement for the duration specified in the applicable Order or SOW. Publisher does not guarantee any minimum number of impressions, opens, clicks, conversions or other performance metrics unless expressly stated in the applicable Order or SOW. In the event that advertising is preempted, Publisher will substitute advertising of comparable value.

5.5 Digital Ownership

As between the parties, Publisher owns all right, title and interest in and to all content on Publisher’s websites, newsletters, event promotional materials, or distribution platforms (except for Client Material) and all other content, HTML and other code. Nothing in this Agreement or otherwise precludes Publisher from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any third party. Publisher owns all right, title and interest in and to any data about users of its websites, newsletters or distribution platforms. Client authorizes Publisher to bring any claims Publisher may, in its reasonable discretion, choose to pursue to prevent third party use of the content or data contained in any Ads or native advertising, without Client’s consent.

6 Financial Terms

6.1 Rates

This Agreement expressly incorporates the terms and conditions of Publisher’s media kit and any pricing schedules applicable to the publication in which Client has requested that Ads or native advertising be placed. If there is a conflict between an Order and the media kit or the price quoted by Publisher, the Order will control. Unless otherwise specified in the Order, Client agrees to pay Publisher’s published rates in effect for applicable advertising or native advertising at the time of placement. Publisher may, in its discretion, offer promotional pricing, discounts, or customized pricing arrangements as reflected in the applicable Order or SOW.

Rates for in-paper advertising appearing within the newspaper are not tied to circulation.

6.2 Payments and Disputes

6.2.1 Payment

Client shall pay all Invoices in advance of publication for print advertising and in advance of the start date for digital advertising, event sponsorships, or branded campaigns, unless otherwise expressly stated in the applicable Order or Invoice. “Invoice” means any electronic or paper request for payment regardless of the title of the document. Invoices may be titled “statement” or “bill.” Publisher is not obligated to publish or distribute any Ad or native advertising unless payment has been received in full.

6.2.2 Credit

Credit privileges may be suspended on accounts that are not paid in accordance with terms. Publisher may require prepayment in the form of check, credit card or ACH. It is the Client’s responsibility to advise Publisher immediately of any change in business structure or status.

6.2.3 Invoice Disputes

Client waives any dispute regarding any item included in an Invoice unless notice and amount of such dispute is provided to Publisher within thirty (30) days of the Invoice date.

6.2.4 Late Payment and Collections

Except for invoiced payments that Client has successfully disputed, Client shall be responsible for all costs incurred by Publisher in connection with the collection of any amounts owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’ fees.

6.3 Rate Changes

Publisher shall have the right to revise the rates for advertising or native advertising set forth in this Agreement at any time upon notice to Client of such rates. Client may terminate this Agreement on the date the new rates become effective by giving written notice within thirty (30) days of such notice. In the event of such termination, Client shall be liable for Ads or native advertising published prior to such termination at the Current Agreement Rate. “Current Agreement Rate” is defined as the billing rate in effect at the time of placement.

If Publisher experiences an increase in the cost of paper, printing, postage, or distribution during the Term of this Agreement, Publisher may adjust rates to reflect such increase upon notice to Client.

6.4 No Set-Off

Unless otherwise agreed to by the parties, Advertiser may not set off against amounts due to Publisher under this Agreement any amounts owed by Publisher to Advertiser.

6.5 Taxes

All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Publisher in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.

7 Liability for Errors/Omissions/Cancellations

7.1 For All Placements

It is Client’s responsibility to check for errors in its Ads or native advertising before and after publication or distribution. Publisher is not financially responsible for errors made by Clients in Ads or native advertising. Advertiser shall check the first appearance of Ads or native advertising for correction. If an error in an Ad or native advertising is attributable solely to Publisher, Publisher’s liability for such error shall not exceed the cost of the Ad or the native advertising, provided that Publisher shall not be liable for any error if, at Publisher’s option, Publisher subsequently publishes or distributes a corrected Ad or native advertising.

Publisher is not responsible for errors on copy received after deadline. Publisher assumes no financial responsibility for typographical errors or for omission of copy of Ads or native advertising.

Client shall be responsible for paying the media kit price for any Ads or native advertising published based on Client Material that does not meet the criteria in the applicable Order or media kit.

Publisher is not responsible for errors involving Orders, cancellations or corrections given orally. Written confirmation of Orders, cancellations or corrections must be received prior to Publisher’s cancellation deadline. Publisher will publish and distribute Ads or native advertising and bill Client for all Orders that are not canceled prior to the deadline.

For print advertising in the quarterly newspaper, cancellation must be received in writing no later than seven (7) days prior to the “Materials Due” deadline listed in Media Kit. If cancellation is not received by such deadline, Advertiser shall remain responsible for one hundred percent (100%) of the cost of the Ad or native advertising.

Client may be subject to a cancellation charge when such cancellation results in production delays.

7.2 Digital Only

If Publisher is unable to display or distribute any digital Ad, newsletter sponsorship, native advertising, or event sponsorship for any reason, Publisher shall at its option either (a) provide substitute advertising or promotional value of comparable value (“makegood”), or (b) refund to Advertiser a pro rata portion of the fee Client has paid to Publisher. Such remedies are Client’s sole remedy for Publisher’s failure to display or distribute digital Ads, native advertising, newsletter sponsorships, or event-related promotional placements.

Publisher does not guarantee any specific attendance levels, engagement metrics, impressions, or performance results in connection with digital advertising, newsletter sponsorships, or event sponsorships.

7.3 Print Only

Publisher’s liability for failure to publish any Ad or native advertising shall be limited to a refund of any amount paid to Publisher for such placement.

Publisher’s liability for errors or omissions in print display advertisements or native advertising shall be limited to the cost of advertising space in an amount equal to the erroneous portion of the advertisement or native advertising. Publisher shall have no liability for, and no credit shall be issued to Advertiser for, errors that do not materially affect the value of the advertisement or where Advertiser is responsible for the error or omission. Credits for errors materially affected by the error are allowed for the first publication only.

In the event the Client has paid a premium for a particular position (including, without limitation, Back Cover placement), damages for failure to publish in such position shall be limited to the refund of the premium paid.

BRANDED CONTENT & EVENT SPONSORSHIP SERVICES

8. Services

The Parties will execute SOWs describing the projects to be performed. The Services may include, without limitation: the creation and/or publication of Content, including branded content (defined in Section 10(a)); newsletter sponsorships; event sponsorships (including sponsorship of Publisher’s Chat Room event); promotional placements across Publisher’s print publications, newsletters, websites, social media channels, third-party event listing platforms, and physical event materials; or other related marketing services provided by Publisher. Client acknowledges and agrees that certain Services may involve promotional placement on third-party platforms (such as event listing or promotional websites) in connection with event sponsorship or digital campaigns. Additional terms and conditions required by such third-party platforms may apply. Publisher is not responsible for the acts or omissions of such third parties.

9. Dedicated Point of Contact

At the outset of a project, Publisher may provide Client with a dedicated contact person. Client shall direct communications, approvals, and Client Material to that contact. Publisher may change the designated contact upon notice to Client.

10. Content Creation/Publication; Branded Content

(a) Content Creation and/or Publication Subject to the applicable SOW(s), Publisher may create Content for Client, Client may provide Content for publication, or the Parties may collaborate on creating and publishing Content. “Content” means all text, images, video, audio, graphics and other materials created, developed or produced by Publisher according to the specifications of an SOW. Two types of Content are subject to this Agreement – Branded Content and traditional advertising content.

i. “Branded Content” is paid for by the Client to appear on a distribution platform of Publisher and/or another distribution platform identified by Client, and bears a similarity to the news, feature articles, product reviews, entertainment, videos, and other material that surrounds it when published. It includes content in video, text and image media (such as a narrative post, blog, video, slide show, listicle, photo or other type of content) which directly promotes Client’s product or service, as well as content that supports Client’s desired brand message or views but does not promote sales of particular products or services. So as not to confuse or potentially mislead readers into believing that Branded Content is produced by Publisher’s news or editorial departments, Branded Content is subject to the labeling requirements in Section 10(c).

ii. “Ad Content” is Content created by Publisher to promote Client’s products or services in a format generally recognized as commercial advertising.

(b) Content Publication on Third-Party Platforms

i. Publication of Content on third party websites or distribution platforms (including, without limitation, event listing platforms, promotional partners, or digital media partners used in connection with newsletter campaigns or Chat Room event promotion) is governed by the applicable third party’s advertising or promotional placement agreement (“3P Ad Agreement”), which Publisher will provide to Client upon request if available. For purposes of such 3P Ad Agreements, Client appoints Publisher as Client’s agent to enter into the 3P Ad Agreement with authority to bind Client to its terms solely with respect to the applicable placement. Publisher shall have no obligations under any 3P Ad Agreement aside from coordinating and delivering the Content to the applicable third party. Client shall be liable for payment for any advertising inventory or promotional placement that Publisher commits to purchase on Client’s behalf. Publisher shall be liable to third parties for such payments only to the extent funds designated for payment for such inventory or placement have been received by Publisher from Client. Publisher shall have the right to confirm with third party platforms that they agree to payment on these sequential liability terms. If a third party platform does not agree in writing to such sequential liability terms, Publisher shall have the right to require Client to pay the applicable charge in advance of any such purchase.

(c) Branded Content.

(i) Generally.

(1) When, in the opinion of Publisher, any branded content/native advertising resembles editorial content or news, Publisher shall label such branded content/native advertising as “Ad,” “Advertising,” “From Our Advertisers,” “Advertorial,” “Advertising Content,” or “Advertising Supplement.” Publisher also may label branded content/native advertising as “Sponsored” or “Branded Content” along with a disclaimer stating that the content is sponsored and was either produced by Publisher on behalf of Client or supplied by Client, and that Publisher’s newsroom or editorial departments were not involved in its production. Labeling of branded content/native advertising will appear in a typeface that is at least the size of the body type of the article or presentation.

(2) Publisher reserves the right to reject or modify the publication of any branded content for any reason, in its sole discretion. The purchase of space for any branded content shall not play any role whatsoever in determining any manner of editorial coverage. The purchase of branded content/native advertising or Ads shall not influence the subject, content, or identity of editorial coverage, which shall be determined independently by Publisher.

(ii) Standards.

(1) All content provided by Client for branded content must be of high quality, including proper grammar and punctuation, writing quality and language use in articles. It must meet professional presentation standards in text, video, photo galleries, or any combination of presentation formats.

(2) Unacceptable Forms of Branded Content. For branded content prepared by Client and provided to Publisher, under no circumstances will Publisher accept content that: relates to adult entertainment or contains vulgar or obscene language; includes cigarette, e-cigarette or other tobacco ads; includes claims of occult powers; involves trafficking in endangered species or related products; promotes medical or weight loss services or supplements that do not meet Publisher’s advertising/branded content standards or violate relevant law; is false, deceptive or misleading; defames any person or company; violates rights of privacy or rights of publicity, unlawfully appropriates any name or likeness, or otherwise injures the rights of any person, product, firm, corporation or entity; is illegal; is distasteful (e.g., before-and-after photos); violates a contract; contains claims of professional “superiority” unless substantiated; constitutes unfair competition; contains sweepstakes or contests without required disclosures under applicable laws (Client is responsible for complying with such required disclosures); violates any copyright, trademark, or other intellectual property right or other proprietary or personal right; and/or has the potential to damage Publisher’s brands, personnel, or services, as judged solely by Publisher, which may be refused or modified to remedy the problem.

(iii) Style and Labeling.

(1) All branded content shall be clearly labeled in accordance with Section 10(c)(i)(1) above and have a standard format. The standard format requires identification of Client, and Client’s contact information must appear in a prominent and standard place where applicable. Any labeling and formatting that does not comply with the requirements set forth herein is not acceptable.

(2) The design and typography of all branded content must be differentiated from newsroom content.

(3) If advertising content is labeled “From Our Advertisers,” “Ad,” or “Advertisement,” such labels will appear before the content, and no additional disclaimer is required.

(4) Client may not redirect URLs (or hyperlinks) contained in any branded content in a manner that is misleading to a reasonable consumer.

(5) Branded content will not be indexed as editorial news content in Publisher-controlled site maps and may include “no follow” tags on links, at Publisher’s discretion.

(iv) Process; Approval.

(1) For branded content created and supplied by Client, Client must submit all releases, consents, and permissions. Publisher may require other substantiation as well.

(2) Client must defend and indemnify Publisher against any and all claims arising from or related to branded content, as set forth in Section 20.

(3) Client must provide branded content with sufficient time for review by Publisher. Failure to do so may result in delayed launch.

(4) Post-approval and publication, Publisher may remove or modify any branded content, in whole or in part, in its sole discretion.

11. No Guarantees and Acceptance of Risk

Unless stated specifically in a SOW, Client acknowledges that Publisher has not made and does not make any guarantees with respect to the results of its Services, including, but not limited to, level of audience or traffic of any website or any minimum number of impressions. By way of emphasis, if Publisher provides Client with any projected traffic statistics, it does so only as a courtesy to Client and will not be held liable for any claims relating to said projections.

12. Client Responsibilities for Providing Information and Materials

(a) Information. Client is responsible for providing Publisher with accurate and truthful information regarding its business and timely responding to Publisher’s requests for input.

(b) Materials. Client is responsible for ensuring that Client Material (as defined in Section 3 above) includes any material that Publisher needs to perform the Services. Client Material includes drawings, logos, domain names, pictures, slogans, text, audio, video, or other content furnished by Client under the applicable SOW. Publisher shall have the right to reject any Client Material, in its sole discretion. Client acknowledges and agrees that delays by Client in supplying Client Material or necessary information may result in delays in Publisher’s delivery of Services. Client is responsible for the accuracy and truthfulness of all Client Material. Client is responsible for obtaining all necessary releases, consents, licenses and permissions in connection with Client Material, including without limitation any visual or audio recordings, photos, images, or other copyrighted works included in Client Material. Publisher will not be liable for typographical errors, incorrect insertions or omissions in any Client Material displayed in connection with the Services.

(c) Delivery. Client will, at its expense, provide all Client Material in the format and timeline necessary for Publisher to provide the Services. Such Client Material will be provided in accordance with Publisher’s policies in effect from time to time, including, without limitation, policies regarding the manner of transmission and delivery time. Publisher will not be responsible for any Client Material that is not properly displayed or that cannot be accessed or viewed because it was not received in the proper form, in a timely manner, or in an acceptable technical quality for print or online publication.

(d) Delays. Any timelines in the SOW begin only when Publisher has what it needs from Client. Client acknowledges that Client’s delay in delivering Client Material to Publisher by any applicable deadline may delay the launch date or other delivery dates of the Services. Client’s failure to timely provide material that Publisher requires to move forward with a project shall cause such campaign or project to be deemed inactive and cause Publisher to stop work.

For print advertising in a current issue, if Client fails to provide required Client Material by the applicable deadline and has not submitted a written cancellation in accordance with Section 7, Publisher shall have no obligation to delay publication, and Client shall remain responsible for one hundred percent (100%) of the price for such placement. Publisher shall have the right to terminate the applicable SOW if Client delays become unreasonable.

(e) Disposal. Publisher may dispose of Client Material delivered to it unless Client has made acceptable prepaid return arrangements.

13. Third Party Content

If Client wants Publisher to include additional third party photos, visual or audio recordings, third party images, or other third party copyrighted works in any Content developed under a SOW, and Client does not already have a license to such materials, Client must provide evidence that such third party materials are fully licensed or owned by Client, including for the contemplated uses. Should Client and Publisher agree to use stock images licensed or owned by Publisher, Client shall have no right to distribute or publish such stock images or Content containing such stock images outside of the agreed placement without entering into its own license with the stock photo licensor.

14. Client Responsibility for Approving Services; Compliance of Content with Applicable Law

(a) Generally.  Publisher will provide Content and other deliverables to Client for review as provided in the SOW. Publisher does not assume any obligations to perform legal review of Content.

(b) Content Message and SOW Specifications.  Publisher will make commercially reasonable efforts to deliver the Services according to the SOW. It is Client’s responsibility to proof all materials to ensure that final artwork and text adhere to the SOW, are true and accurate, and comply with applicable laws.

(c) Approval of Branded Content and Advertising. Publisher will not release branded content, newsletter sponsorship materials, advertising, or other campaign deliverables for publication or distribution without Client’s approval where approval is required under the SOW. As for draft, non-final deliverables, Client will have five (5) business days to approve or reject materials provided by Publisher for approval. If Client does not approve or reject draft materials within five (5) business days, Publisher may put the project on hold or deem silence to be acceptance. If Client is silent, or rejects Content without explaining how the Content does not meet the specifications in the SOW, Publisher will bill Client for the fees set forth in the SOW and shall have the right to terminate the Agreement as to that SOW.

(d) Revisions.  If Client rejects a deliverable and explains how it does not meet the specifications, Publisher will revise and redeliver it. If Client rejects it a second time (“Final Rejection”): (i) Client will have the right to terminate the project and pay Publisher for the hours worked, provided that such fees shall not exceed the fees agreed to in the SOW; and (ii) Publisher will have the right to terminate the project and invoice Client for the hours worked, provided that such fees shall not exceed the fees agreed to in the SOW.

(e) Changes in Scope.  Minor copy revisions such as correcting typographical errors or updating formatting during initial review rounds are expected; however, changes that redirect objectives or increase the scope of the SOW will require execution of a written Change Order before such changes are performed. If Client rejects any campaign or deliverable due to a change in scope, Publisher shall have the right to bill Client for all work performed to date, and the Parties will execute a Change Order for the revised scope, which may include a change in price. Any requests for changes after final acceptance are subject to a Change Order.

(f) Delays.  Client acknowledges and agrees that delays in approving draft Content or other non-final deliverables may result in delays in Publisher’s delivery of Services. Publisher reserves the right to place a project on hold if Client is nonresponsive to requests for approvals. Any project delays caused by Client’s failure to respond will not delay billing for work performed. Client’s failure to respond to a request for final approval within five (5) business days of receipt shall allow Publisher to stop work and invoice Client for all unpaid fees.

15. Payment

The fees for the Services are set forth in the applicable SOW, agreement, or invoice. Unless otherwise stated in writing, payment for advertising, branded content, sponsorships, and other placements is due prior to publication or distribution. Cancellations must be made more than seven (7) days prior to the applicable “Materials Due” deadline listed in Media Kit. Cancellations made within seven (7) days of “Materials Due” deadline listed in Media Kit are not permitted, and Client shall be responsible for the full amount of the applicable Fees.  If Client fails to provide required Client Material by the applicable deadline for a scheduled print issue, newsletter, or other placement, and no cancellation has been made more than seven (7) days prior to publication or distribution, Client remains responsible for the full amount of the Fees, as publication and distribution schedules cannot be delayed.  Claims for billing errors must be made within thirty (30) days of the invoice date or such claims are waived. Unpaid amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less, until paid. Client shall be responsible for all reasonable costs of collection, including attorneys’ fees and court costs.  Set-up fees and production fees are non-refundable. Except as expressly stated in the applicable SOW, all payments are non-refundable. Client is responsible for all taxes, duties, and governmental charges arising out of the Services. Refunds are at the discretion and approval of the Publisher and may only be provided in the case that the project was not delivered as agreed upon in the original SOW.

16. Indemnification

Client shall defend, indemnify and hold harmless Publisher, its parent, affiliates, subsidiaries, and each of their respective directors, officers, principals, managers, members, partners, shareholders, employees, attorneys, contractors, agents, assigns and controlling persons and their affiliates (Publisher and each such person being an “Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from: its breach of any representation, warranty or covenant made by Client in this Agreement; negligence or willful act or omission of Client or its personnel or affiliates in connection with its performance of its obligations under this Agreement; creation or publication of any branded content or advertising done in connection with this Agreement; or any claim relating to Client’s products or services (including the content of, or representations made in any advertising or branded content, any Client Material or any website linked to from any advertising or branded content, and any other claims of any nature arising from or attributable to the publication or distribution of any advertising, branded content, or Client Material).

Publisher shall defend, indemnify and hold harmless Client, its parent and affiliates, subsidiaries, and each of their respective directors, officers, principals, managers, members, partners, shareholders, employees, contractors, agents, assigns and controlling persons and their affiliates, from and against any Losses resulting from any third party claims arising out of or resulting from its breach of any representation, warranty or covenant made by Publisher in this Agreement with respect to content creation performed by Publisher. If an action based on any claim that content created by Publisher infringes the rights of a third party is brought, or if in Publisher’s good faith opinion such a claim is likely, Publisher may, at its sole option and expense, either (x) obtain for Client the right to continue using such Content, (y) replace or modify such Content so that it becomes non-infringing without materially decreasing functionality, or (z) if neither (x) nor (y) can be reasonably effected by Publisher, terminate this Agreement as to the applicable SOW, in which case Client will immediately be relieved of its obligation to pay any future amounts under the applicable SOW to Publisher. Notwithstanding the foregoing, Client acknowledges and agrees that Publisher shall not be obligated to indemnify Client or otherwise be liable to Client to the extent the claim arises from or is based upon Client Material or the combination, operation, or use of such Content in a manner not contemplated by this Agreement, or arising from any alteration or modification of such Content by Client.

THIS SECTION 16 SETS FORTH THE ENTIRE LIABILITY OF EACH PARTY AND THE SOLE REMEDIES OF THE OTHER PARTY WITH RESPECT TO INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY KIND IN CONNECTION WITH THIS AGREEMENT.

17. Limitation of Liability; Disclaimers

Except with respect to indemnification and confidentiality obligations, in no event will Client, on the one hand, and Publisher and any of its respective affiliates, on the other hand, be liable to the other or any third party for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information or data), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Publisher or any of its affiliates be liable to Client with respect to any SOW for any amount greater than the actual amount paid by Client to Publisher under such SOW, even if any remedy provided for in this Agreement fails of its essential purpose.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT WITH RESPECT TO CONTENT CREATION, PUBLISHER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ANY WARRANTY REGARDING PERFORMANCE OR RESULTS, WHETHER ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY PUBLICATION, NEWSLETTER, OR CONTENT; (b) ANY BENEFIT CLIENT MIGHT OBTAIN FROM ANY ADVERTISING OR SPONSORSHIP; AND (c) THE TIMING, ACCESSIBILITY, OR FUNCTIONALITY OF ANY DIGITAL DISTRIBUTION. THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PUBLISHER SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CLIENT OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY CLIENT MATERIAL OR OTHER MATERIAL DISPLAYED IN CONNECTION WITH THE SERVICES.

18. License to Client Material and Trademarks

Client grants Publisher a non-exclusive, royalty-free, perpetual, irrevocable and worldwide right and license to (i) use, copy, reproduce, maintain, store, process, adapt, modify, publish, transmit, display, print and distribute any and all Client Material provided by Client or its agents, including but not limited to photographs, artwork, video, audio, text and graphics, in any media, presently known or unknown, including but not limited to media and distribution methods expressly contemplated in the applicable SOW, Publisher’s print publications, electronic publications, websites, newsletters, social media channels, and in any archival retrieval system whether that information is digitally stored or stored on any other media and (ii) use the Client Trademarks in connection with the Services provided hereunder and to promote the fact that Client is a client of Publisher.

Publisher may modify or adapt the Client Material to the extent necessary to transmit, display or distribute them in various media and make changes to Client Material to the extent necessary to provide the Services and to conform and adapt the Client Material to any requirements or limitations of any media, platform, device, or format.

Publisher has no obligation to return any material (including Client Material) submitted to Publisher by or on behalf of Client, and Publisher shall have no liability for its loss or destruction.  Publisher shall have the right to use any advertising or branded content published in or distributed by a Publisher publication for the purpose of promoting the products and services of Publisher. For purposes of this Agreement, “Client Trademarks” mean those trademarks, trade names, service marks, slogans, logos, and other trade-identifying symbols as are or have been developed and used by Client. Nothing in this Agreement gives Client any right to use Publisher’s trademarks.  To the extent that Client authorizes Publisher to use Client Material obtained by Client from third parties, including, but not limited to, stock photos, Client shall be responsible for compliance with any third party licenses.

19. Reservation of Rights

Publisher, in its sole discretion, may, at any time and for any reason, without notice, modify, remove, or refuse to publish any Client Material on any platform over which the Services are distributed, including print publications, newsletters, websites, or social media platforms, such as in the case that a platform has been compromised. Publisher shall make reasonable efforts to notify Client of any such action and explain the reasons for removal or refusal to publish.  Without limiting the foregoing, Publisher reserves the right to preserve and disclose any Client Material or other information as Publisher reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of Publisher and the public.

20. Confidentiality

Publisher may disclose or make available to Client (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property Rights, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, including but not limited to pricing and rates, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). From receipt of such Confidential Information, Client shall: (x) protect and safeguard the confidentiality of Publisher’s Confidential Information with at least the same degree of care as Client would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (y) not use Publisher’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose such Confidential Information to any person, except to Client’s representatives who need to know the Confidential Information to assist Client, or act on its behalf, in exercising its rights or performing its obligations under this Agreement.  Client shall be responsible for any breach of this Section 20 caused by any of its representatives or agents.  At any time during or after the Term, at Publisher’s written request, Client and its representatives shall promptly return or destroy all Confidential Information and copies thereof received under this Agreement.

21. Termination

21.1 General

(a) Publisher shall have the right to terminate this Agreement as to one or all SOWs at any time, with or without notice, for Client’s failure to remit payment for invoices by the due date.

(b) Either party may terminate this Agreement as to one or all applicable SOWs upon a material breach by the other party, provided that the breaching party is given written notice of the specific breach and fails to cure such breach within thirty (30) days. Either party may immediately terminate this Agreement if the other party becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors.

21.2 Advertising and Branded Content Services

(a) Publisher shall have the right to terminate this Agreement as to one or all applicable SOWs at any time by written notice to Client.

(b) Client may terminate a future placement by written notice, subject to the cancellation provisions set forth in Section 15. Client shall remain responsible for all advertising, branded content, sponsorships, or other Services published or scheduled in accordance with Section 15.

(c) In the event of termination, Client shall be liable for all Services performed, placements published, and expenses incurred prior to the effective date of termination. Client shall not be excused from paying for Content creation, published advertising, branded content, or other Services completed or in progress prior to termination.

21.3 Effect of Expiration or Termination  (a) Upon expiration or termination, all ongoing Services shall cease, except that Publisher shall have the right to retain and archive any published advertising or branded content in its print or digital archives.  (b) If this Agreement or any SOW is terminated due to Client’s breach, Client shall be billed for all fees scheduled and expenses incurred to date, which shall become immediately due and payable.

22. Other Terms

22.1 Force Majeure

Except for payment obligations, neither party will be liable for delay in or failure to perform any obligation under this Agreement to the extent such delay or failure is caused by any occurrence beyond the reasonable control of that party, including but not limited to fire, flood, acts of God, war, riots, public emergency or necessity, labor disputes or strikes, unavoidable accident, government action or orders, legal restrictions, power outages, telecommunications difficulties, system failure, technical failure, equipment breakdown, or failure of any third-party system or product (“Force Majeure Event”).

22.2 Assignment

Client may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Publisher. All terms and conditions of this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.

22.3 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the Parties, and the remainder of the Agreement will remain in full force and effect. 

22.4 Complete Agreement, Modification, and Waiver

This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous proposals, understandings and agreements of the parties, oral and written, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by Publisher in any instance shall not prevent Publisher from subsequently enforcing any provision of this Agreement in accordance with its terms.