Adweek LLC, Advertising Terms & Conditions Addendum

1. Terms and Conditions. The insertion order (IO), this Addendum and all insertion orders hereunder will be governed by Version 3.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, as jointly published by the AAAA and the IAB governed by the laws of the State of New York, or, in the event that the parties have executed master terms and conditions, such master terms shall apply (as applicable (the “IO Terms”). Capitalized terms used herein but not otherwise defined will have the meanings assigned in the IO Terms.

2. Agency Commissions. Adweek, LLC (“Adweek”) will pay 15% commission to recognized agencies. No commission allowed on tip-in charges, split-run charges or other production or mechanical charges. No cash discounts. Frequency rate must be earned within one year from first insertion. Advertisers will be short rated and rebilled at the earned frequency rate immediately following cancellation or curtailment of space frequency contracted.

3. Rejection of Ads. The right to reject any advertising material remains the sole discretion of Adweek. Rates, conditions and space units are subject to change without notice. Positioning requests that are not paid for are not guaranteed. Adweek may reject advertisements without liability, for any reason or no reason, including those that Adweek deems inappropriate or incompatible with its standards and those that they have previously acknowledged or accepted. Adweek may place the word “advertisement” or otherwise add or delete text to or from ads, which, in Adweek’s opinion, resemble an editorial matter.

4. Native or Branded Content. With respect to those line items in the media plan, if any, that reference Advertiser’s sponsorship of original custom content created by Adweek or its affiliates, such as articles, listicles, infographics, video, photo galleries, etc. (“Native Content”), the following terms will apply to such placements:

a. Advertiser Branding and Disclosure. Advertiser will be identified as the sponsor of each piece of Native Content, with "Sponsored Content from Advertiser" or "Presented by Advertiser" or similar attribution appearing on Adweek’s sites whenever a piece of Native Content is displayed. Upon expiration of the term of the IO, Adweek will not be obligated to remove Advertiser’s name or marks from pieces of Native Content on Adweek’s sites. b. Approval. Adweek will have creative control over all Native Content; however, Advertiser shall have the right to approve final Native Content, such approval not to be unreasonably withheld or delayed. Native Content is subject to additional fees for extra rounds of editorial revisions beyond those stated in the timeline provided to the Advertiser on the kick-off call. Cost will depend on the scope of work needed and total additional fees will be presented to the Advertiser before any revisions are made. c. Native Content Start Date. Advertiser acknowledges and agrees that the Native Content inventory herein can and may have a different start date other than listed in the media plan of the IO. Adweek will adjust the start date accordingly based on Agency/Advertiser communication (written or otherwise) of approval of the said Native Content.

5. Impression Estimates. Unless otherwise set forth on the IO, any impressions or units listed in association with companion banners to Native Ads, or CPD (cost-per-day), performance media (CPA, CPC, or CPL Deliverables) or flat fee line items on the IO are estimates only and are not guaranteed.

6. Adweek’s Print Cancellation Policy.

a. Advertiser is responsible for 100% of the amount shown on the insertion order for print advertisements cancelled after the relevant Cancellation Deadline (as defined herein). No payment will be due on print advertisements cancelled on or prior to the relevant Cancellation Deadline. b. The Cancellation Deadline for premium and special print units (including, but limited to cover wraps, cover adjacencies, cover units, posters, TOC adjacencies, inserts and outserts) is the date six (6) weeks prior to Ad Close Date. The “Ad Close Date”, also referred to as “Space Close”, can be found on Adweek’s website (www.mediakit.adweek.com). c. The Cancellation Deadline for all other print advertisements is the Ad Close Date. d. If a request to cancel a print advertisement is received after the relevant Cancellation Deadline, Adweek shall be entitled to collect the full amount shown on the insertion order, regardless of whether it publishes the advertisement (which it may or may not do in its sole discretion).

7. Adweek’s Digital Cancellation Policy. a. For all digital advertisements other than advertisements placed on a 100% SOV basis and digital custom units (including, but not limited to native ads and branded ads), the cancellation policy is outlined in the Version 3.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year. b. Regardless of the date of cancellation, advertiser is responsible for 100% of the amount shown on the insertion order form for custom digital units and for advertisements placed on a 100% SOV basis. c. All Native Content sponsorships and placements on the IO pertaining to the Native Content are fully non-cancellable after the editorial or Adweek branded team kick-off meeting between the parties that is scheduled by Adweek.

8. Event Cancellation Policy. a. Adweek event sponsorship cancellation policy is outlined in the relevant event sponsorship agreement. Event registration and event table sales are non-refundable and advertiser is responsible for 100% of the amounts due regardless of the date of cancellation.

9. Payment Terms. Adweek terms are net 30 days after the date of invoice. Adweek may apply payments from Advertiser or its affiliates to any other debt owed to Adweek or its affiliates. Advertiser and its affiliates shall remain liable for all outstanding sums owed to Adweek and its affiliates. Advertiser will be charged interest on all past due payments at the rate of 18% per year or the highest legal rate, whichever is lower. Advertiser, its affiliates and any applicable agency are jointly and severally liable for all payments to Adweek and its affiliates. Adweek is not bound by any terms and conditions that are unwritten or appear on order forms, contracts, insertion orders, or copy instructions when those terms or conditions conflict with or alter any provision contained in these conditions or on Adweek rate cards.

10. Representations. Advertiser and applicable agency jointly and severally represent that: (a) they are fully authorized and licensed to use and publish (i) the names and likeness of living and dead persons, (ii) all intellectual property, and (iii) all testimonials and other content contained in any advertisement submitted by or on behalf of advertiser; and (b) the advertisement is not libelous, does not infringe any rights of publicity, and otherwise complies with all laws and regulations.

11. Indemnification. As part of the consideration to induce Adweek to publish advertisements, advertiser, any applicable agency and their affiliates agree to and shall indemnify, defend and hold harmless Adweek and its affiliates from and against all losses, damages (including consequential, incidental, special and punitive damages), liabilities, costs, fees, and expenses (including court, collection and legal fees and expenses) incurred in connection with, arising out of or related to the content and/or publication of the advertisements and any related promotions.

12. Limitations on Liability. Adweek aggregate liability to advertiser and any third parties for any reasons shall not exceed the amount paid by advertiser to Adweek for the applicable advertisement. Adweek shall have no liability for any failure to honor its obligations hereunder if such failure is due to events that are beyond its reasonable control. In no event shall Adweek be liable to advertiser or any other party for consequential, incidental, special or punitive damages. Adweek is not liable for errors in pubset reader service numbers, booth lines or ad indexes.

13. Other. This agreement shall be governed by and interpreted under the laws of the state of New York without regard to its conflict of law’s provisions. The parties hereby consent to the personal jurisdiction of the state of New York and agree that any action related to this Agreement must be brought in a state or federal court located in New York County, and waive any objection they have or may have in the future with respect to any of the foregoing.

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