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SourceMedia Terms of Agreement

Last Modified: April 04, 2016

Please review and print the SourceMedia Terms of Agreement to keep for your reference by clicking on the print icon in the upper right hand corner.

This Agreement is governed by The AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (Version3.0) with the exceptions listed below.

FOR PRINT THE FOLLOWING TERMS APPLY :

Combination Rates

Available to any Customer or General Rate Advertiser who contracts a minimum of six (6) pages in any combination of SourceMedia brands within a given market group.

Inserts

Furnished inserts are billed at black & white space rates plus non-commissionable mechanical charges. Each side page of an insert will count as one (1) insertion toward combination rates or frequency discounts. Call your Advertising Sales Representative if you require further details.

Cancellation Clause

Cancellation, in writing, permitted only at least one week prior to the ad close date. No refunds will be issued on scheduled pages cancelled or for creative delivered after the close date. Cancellations on premium positions will not be accepted. All incomplete schedules are subject to a short rate. All prices quoted are contingent upon fulfilling the obligations of the program you select. Any changes in the level of commitment will result in short-rates to the published 2016 rates.

Payment Terms: Net 30 Days

Payment Remittance Address
SourceMedia, Inc.
PO Box 71633
Chicago, IL 60694-1633

In the event the Advertiser fails to pay any sums due hereunder and as a consequence thereof a legal action is commenced, Advertiser agrees to pay, as additional or liquidated damages for legal fees incurred by SM a sum equal to seventeen percent (17%) of the outstanding amount due under this Agreement plus costs provided by any applicable statute.

Sales Clause & Disclaimers

SM reserves the right to cancel or reject any advertising at any time, and to add the word “advertisement” at the top of any copy which in SM’s opinion simulates editorial matter and might be misleading to the reader.

SM will not be bound by any conditions, printed or otherwise, appearing on order blanks or copy instructions when such conditions conflict with regulations set forth in the rate card.

SM is not liable for delays in delivery and/or non-delivery in the event of an Act of God, action by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any combination beyond the control of SM affecting production or delivery in any matter.

No conditions printed or otherwise, appearing on the space order, billing instructions or copy instructions which conflict with the publisher’s stated policies will be binding on the publisher. SM’s liability for any error will not exceed the charge for the advertisement in question. SM assumes no liability, if for any reason it becomes necessary to omit an advertisement. SM also reserves the right to limit the size of space to be occupied by any advertisement.

Requests for specified position at run of position (R.O.P.) rates are given consideration but no guarantee is made unless the position premium has been provided for in the contract.

SM reserves the right to hold advertisers and/or their agencies jointly and severally liable for such monies as are due and payable to the SM.

Unless otherwise agreed upon, materials will be picked up from the most recent insertion.

This Agreement shall be deemed to have been entered into in the state of New York. The parties agree to the exclusive jurisdiction of the courts in the State of New York for the adjudication of any disputes hereunder. The parties further consents to service to process in any such action to be made by certified mail, return receipt requested, to the address set forth above.

FOR DIGITAL ADVERTISING THE FOLLOWING TERMS APPLY:

Digital Media Campaigns:

The terms and conditions of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less is incorporated herein by reference, subject to the following modifications:

1. Section 1(a) is amended to add the following: "Excluding Advertising Materials provided by Advertiser, Media Company shall own and retain all right, title and interest in any materials and content it creates for the media buy pursuant to the IO. Advertiser agrees that it shall not at any time assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to Media Company hereunder."

2. Section 1(b) is amended to add the following: “All special sponsorship section impressions, as determined by SourceMedia in its editorial discretion, are excluded from Run of Site (ROS) campaign inventory. For Share of Voice (SOV) sales, ad impressions are not guaranteed. The campaign will be billed upon delivery of the Share of Voice percentage only and will not be billed or bonused based on any impressions numbers.”

4. Section 1(c) is amended to add the following: “For revisions not involving budget amounts, a confirming email shall be considered sufficient acknowledgement of such change.”

5. Section II(c) is amended to add the following: "Media Company's technical specifications can be found at www.sourcemedia.com/2016specs.”

6. Section IV(b) is amended to add the following: "If a Third Party is serving the campaign, then simultaneously with Advertiser's or Agency's delivery of Advertising Materials to Media Company (but in no event later than two (2) business days prior to the scheduled start of the media flight), Advertiser or Agency, as applicable, will provide Media Company with login credentials/access (or other mutually agreed automated reporting functionality integration) and appropriate associations to the Ad for tracking and reporting purposes (including for Media Company to generate reports necessary to comply with the foregoing reporting requirement) and Advertiser or Agency, as applicable, will use commercially reasonable efforts to ensure the Third Party Ad Server's system generates accurate, complete and up-to-date reports. Advertiser's or Agency's failure to comply with the foregoing shall release Media Company from any makegood obligation in the case of under-delivery, from any cure obligation under Section IV(c), and from any payment obligation relating to any Third Party Ad Server charges in the case of over-delivery."

7. In Section V, in the event that cancellation involves premium digital ads that require customization of ad units, the website or any content, then Advertiser must provide at least thirty (30) days’ prior written notice of such cancellation. In the event that notice is less than thirty (30) days, but before the campaign start date of the IO, then it will be subject to a cancellation fee in the amount of twenty-five percent (25%) of the fee. If the premium ad is cancelled after the IO start date, then Agency must pay the full fee amount.

8. Section IX(d) is amended by adding the following: "If Advertiser or Agency fails to provide Media Company with Advertising Materials to replace such damaged, non-compliant or otherwise unacceptable Advertising Materials prior to the scheduled start of the media flight, Advertising Materials will be deemed 'late' pursuant to subsection IX(b).”

9. In Section IX(e), Media Company may modify the submitted Ad if it receives written or email approval from either Agency or Advertiser.

10. Section XII(e) is amended to add the following: "Where User Collected Data constitutes data previously collected by Media Company in connection with user registrations on a Site, Media Company and Advertiser shall each own such data separately and shall use it in accordance with their respective privacy policy."

11. Section XIV(d) is amended to insert "New York, without reference to its choice of law rules" in the first open space and "New York" in the second open space.

FOR ASSET PROMOTION AND LEAD GENERATION, THE FOLLOWING TERMS APPLY:

The terms and conditions of the IAB Lead Generation Addendum for Co-Registration & Email to the 4A’s/IAB Standard Terms and Conditions for Interactive Advertising Version 3.0 is incorporated herein by reference, subject to the following modifications:

1. The following paragraphs are added to Section IV (Reporting). In the event of a conflict between the following paragraphs and the paragraphs set forth in the Addendum, the following terms shall govern:

a. Confirmation of Campaign Initiation. Media Company will provide within a reasonable amount of time, confirmation to Advertiser, either electronically or in writing, whether the components of the IO have begun delivery. Should Media Company not receive assets from the Advertiser before the commencement date, Media Company will have the opportunity to extend the end delivery date by the number of days for late assets, including but not limited to: campaign creative, downloadable assets, campaign copy, speaker bios, etc.

b. Reporting for CPA Lead Generation Campaigns. Reporting will be sent weekly to the Advertiser unless agreed to in advance. A monthly report will be produced only if agreed to with the Agency in advance. Reasons for reversal need to be provided by the Agency within seven (7) business days and agreed to by the media company and Agency.

c. Tracking pixel. Media Company does not run performance based campaigns for Advertisers where the campaign directs the subscriber to the advertisers website. The nature of any such program needs to be confirmed in writing with Media Company and the advertiser and Media Company will make reasonable efforts to implement a tracking pixel on the Advertiser websites on a case-by-case basis.

2. Section Vi(a) is hereby deleted and replaced with the following:

Notification of Under-delivery. Media Company will inform the Advertiser within a reasonable amount of time if CPL under deliverability is likely. Due to the nature of guaranteed deliverabilities, Media Company will not offer make goods for any performance based CPL campaign, as the predictability, forecasting, and conversions for such deliverability may vary. Any such make good will need to be agreed to in writing between Media Company and the Advertiser. Media Company will bill at the end of each month leads delivered in that time period.

FOR WEB SEMINAR SPONSORSHIPS, THE FOLLOWING TERMS APPLY:

1. SPONSOR Deliverables

a. Web Seminar Format

The Web Seminar will last approximately one-hour inclusive of a Q&A session (conducted by accepting questions in text format over the Internet) and will feature slide presentations viewable over the Internet and real-time polling of participants. Also available are video, product demonstration and web cam capabilities. Participants will listen to the Web Seminar via Voiceover IP (VoIP). SourceMedia will provide Advertiser and registrants the information needed to participate in the Web Seminar including: instructions, audio information, URL, and passwords. On the day of the event, SourceMedia will provide dedicated technical support to facilitate/support the registrant’s access to the Web Seminar.

b. Advertiser Deliverables

In addition to any deliverables agreed upon by the Advertiser or Agency and SourceMedia during the course of planning the Web Seminar, the Advertiser or Agency is responsible for the following deliverables:

  • Topic/Title: Brief description of Web Seminar
  • Demographics of the target audience
  • Sponsor Logo (s): for marketing and registration page used in audience development and branding
  • Bios and Photos: of speakers and moderator (where applicable)
  • Presentation (s): in PowerPoint format

c. Advertiser Deliverable Dates

Within one week of signed contract and date confirmation for the Web Seminar, SourceMedia will provide Advertiser or Agency a detailed project plan including dates for all deliverables. If Advertiser or Agency is unable to comply with the deliverable dates specified and agreed upon in the schedule, the event may be subject to a compressed marketing timeframe and/or a date change.

2. SOURCEMEDIA Services and Deliverables

SourceMedia will provide the following Services and Deliverables for the Web Seminar: Audience Development, Lead Generation, Project Management Services and Technical Support.

a. Audience Development and Lead Generation

SourceMedia will promote the Web Seminar to its clients that meet the profile of the Advertiser's pre-defined target audience.

Programs and support includes

Development and hosting of Web page that links to Web Seminar Registration Page;Development and execution of email campaigns promoting the event;A reminder campaign including an email the day before and day of the web seminar;Banner advertisements (subject to availability) on relevant SourceMedia publication Web site(s);A listing advertising the Web Seminar (subject to availability) with a link to the registration page on relevant editorial e-newsletter(s);All marketing materials including: registration page, email campaign and banner advertisements mentioned above, will be approved by Advertiser or Agency with a maximum of one round of edits permitted on each;Complete Registrant List including demographic information and Attendee List within one week after the live event;HTML development and distribution of one post event email to registered attendees and registered, non-attendees with links to archived presentation;Complete list of Archive Registrants provided on a weekly basis for the first month and monthly the two following months, concluding three (3) months after the live event when the archive expires;Extended post event archiving available at additional costs;Advertiser or Agency may not share or distribute registration list to any third party.b. Project Management

SourceMedia will coordinate the following activities:

Schedule and manage all meetings between Advertiser, speakers, and technical team.Coordinate all deliverables required for the event;Gather Speaker(s) PowerPoint presentation(s) (including bios and photos) and assemble in web seminar software;Provide one status report on registration and audience development initiatives within five business days of each deployment as described in the project plan;Coordinate one (1) console training and rehearsal of up to one hour in length with speakers, moderator, and technical team one week prior to the Web Seminar;Provide post-event reports:registration, attendance, and polling results (electronic file in Excel);complete list of questions from the Q&A portion of the Web Seminar.c. Technology Services

SourceMedia will provide the following deliverables, which will be reviewed and approved by the Advertiser or Agency in advance.

Development and hosting of Web page for registration collection and reporting;Email event reminders for all registrants: one day before and two day of event;Coordination of all technical activities associated with software and phone services used to broadcast the Web Seminar.d. Software features include:

Automatic process for polling participants during Web Seminar;Ability for participants to ask questions of any speaker via text;Technical support during rehearsal and live event;Web Seminar Archive hosted on a SourceMedia site for three (3) months from the date of the live event. Revisions to the audio portion of the presentation, once recorded, cannot be made. Revisions to the PowerPoint portions of the presentation, once recorded, can be made for an additional fee of $1,000 Net.e. Content Management Services

Subject to minimum 30 day advance notice from the event date, the following Content Management Services are available:

Consultation regarding the message and title of eventSuggestions for speakers or industry analysts that the Advertiser or Agency could recruit to participate in the web seminar;An additional fee may be required if an industry speaker or analyst is procured by SourceMedia.

f. Fees

For developing, marketing and launching the Web Seminar and hosting an Archive of the Web Seminar on a SourceMedia Web site for a period of three (3) months from the date of the live event, the total fees shall be agreed with the Advertiser or Agency in advance;

SOURCEMEDIA shall retain all right, title and interest in and to the archived Web Seminar, including, without limitation, all content and technology incorporated therein or used in connection therewith, except any Advertiser or Agency Marks.

Payment Schedule/Cancellation

Advertiser or Agency shall pay SourceMedia, Inc. fifty per cent (50%) of the total fees set forth herein within thirty (30) days of the signed contract date. This fee is non-refundable and will be held by SourceMedia should the web seminar be cancelled by Advertiser or Agency. The remaining fifty per cent (50%) is due no more than thirty (30) days after the date of the Web Seminar.

Date Change/Alteration

Dates are agreed upon and held exclusively for the Advertiser or Agency from the date that the contract is executed and signed. If a Web Seminar date is moved less than 6 weeks prior to the event, a 20% fee will be added to the total contract price. If a replacement date is chosen, it must occur within three (3) months of the original Web Seminar’s contracted date.

FOR CUSTOM CONTENT AND RESEARCH, THE FOLLOWING TERMS APPLY:

For any work for hire involving custom content by SM on behalf of Client (Advertiser or Agency), Client will have three rounds of revisions to provide notes and feedback on deliverables or services rendered. In the event Client needs additional rounds of revisions beyond the three which will alter the final script, layout or design of the final asset to be delivered to the Client, Client agrees there will be a $250 fee which will be billed back to the Client and must be paid within 30 days of receipt of invoice from SM. Following Client receipt of a deliverable or service which requires review and/or feedback, Client will have 5 business days as a “Review Period” to review and supply feedback on such deliverable or service. Failure to respond within the 5 business day Review Period shall be deemed acceptance and approval of the deliverable or service by the Client.

Custom items are non-refundable and non-cancellable.

Client and Respondent Privacy Policy for the Custom Research Study

SM is committed to maintaining the confidentiality of our research clients and survey respondents. We are bound by the professional standards and ethics of the survey research industry held by the Marketing Research Association (MRA). All data and research reports resulting from primary research conducted on behalf of Client remain the sole property of the Client and are not provided to any other party without the Client’s express consent. The parties agree not to use the logos or names of their companies or publications in any advertising, sales or marketing materials without the permission of the other party.

SM also protects the privacy of individuals whose information is contained within its databases and research panels, as well as any other personally identifiable information that SM may come to possess. SM will observe the confidentiality of all respondents participating in research studies. Respondent information will only be used for legitimate research purposes; respondents will not receive marketing materials from SM or Client as a result of participation in research, unless expressly agreed to by the respondent. Participation in our surveys is completely voluntary and respondents have a choice whether or not to disclose this information. In any reports that SM prepares, no information will be included that will make it possible to identify a particular respondent or the respondent’s organization or firm, unless approved by respondents themselves.

Custom Content Deliverables, Rights and Ownership:

Client is hereby granted full ownership of all rights in and to the final delivered custom content asset as agreed upon in the Insertion Order (IO) or Statement of Work (SOW). Client agrees however that SM solely owns all pre-existing and independently developed materials including but not limited to its know-how, processes, infrastructure and other intellectual property. If any Intellectual Property (“IP”) exists within the final custom content asset that is subject to any content licensing agreement from a third party or owned by SM in the form of proprietary digital code, photography, graphics and/or music, SM grants Client a non-exclusive, perpetual license to use these materials in relation to and solely for the Client’s use of the final delivered content asset.

FOR LIST RENTAL, THE FOLLOWING TERMS APPLY:

EMAIL LIST RENTAL

The email addresses blasted on behalf of the List User (Advertiser or Agency) are proprietary to SourceMedia. The list user agrees that the email campaign designed around the use of the list will be conducted in accordance with all applicable laws and industry best practice standards.

The list user agrees to be solely responsible for the content of the email and will ensure that the message will not contain any data gathering device or unlawful, libelous or deceptive information.

The list user agrees to the following in order to comply with the federal CAN-SPAM Act of 2003:

1) The list user will supply a suppression file of email addresses containing all those that have opted out of all previous email marketing efforts. 2) The list user must include its physical postal address in the body of the email message. 3) The subject line and message content may not be deceptive in any manner. 4) If the provided email message does not contain a single step opt out mechanism, the vendor will provide one. The list user will be able to obtain these opt-out email addresses from the vendor after the blast. These opt-out emails must be applied to the list user’s global opt-out list within 10 business days of the blast date. The list user may not use these opt-out email addresses for any other purpose other than suppression from future email blasts.

The list user is unconditionally liable to SourceMedia for any improper use of the email list data and expenses or damages caused by breach of this agreement. List user agrees to reciprocal rental if the list user has a list on the market.

POSTAL AND PHONE NUMBER LIST RENTAL

The postal names and phone numbers supplied to the list user (Advertiser or Agency) are proprietary to SourceMedia.

The list user agrees to be responsible for and to control the use and distribution of the list data. The list user may use a third-party service provider to process and fulfill the mailing or telemarketing campaign but the list user remains solely responsible for their compliance to the conditions within this agreement.

The list user agrees to use the postal or phone data only one time in conjunction with the pre-approved mailing piece or phone script. All additional uses must be approved by SourceMedia in advance. List user agrees to reciprocal rental if the list user has a list on the market.

List user represents and warrants that it is their responsibility to use the list in compliance with all applicable federal, state and local laws, rules and regulations, including but not limited to applying suppressions for do-not-call, pre-recorded messages and/or solicitations and calls to cell phones.

The list is provided to the list user “as is” with any and all defects, errors and deficiencies. Reach Marketing hereby disclaims all warranties in the list, express or implied, including warranties of merchantability and fitness for a particular purpose.

The data supplied shall not be copied, sold or transferred by the list user to any unauthorized party.

The list user understands that the list data is monitored by seed/decoy records. These decoys are not to be altered or eliminated at any time.

Immediately after use, the list user agrees to have the data completely destroyed and erased from all systems. The list user is unconditionally liable to SourceMedia for any improper use of the list data and expenses or damages caused by breach of this agreement.