ADVERTISING INSERTION ORDER STANDARD TERMS & CONDITIONS

By submitting an Insertion Order (“IO”) for advertising in TimesDigest, or any of its related publications (collectively, “TimesDigest”),                                        (“Advertiser”) or its advertising agency (“Agency”) agrees to the following terms and conditions with respect to such advertising (collectively, “Terms”). No other terms and conditions will be binding on InMotion Media (“IMM”), unless IMM agrees to such terms and conditions in writing.

1. INSERTION ORDER.

IMM agrees to deliver, and Advertiser/Agency agrees to pay for, the services on the applicable IO which IO is incorporated herein by this reference (collectively, “Services”), according to rates specified on the IO and subject to these Terms.

2.  CANCELLATION AND CHANGES.

• Advertiser may cancel the IO within seven (7) days’ of signature on IO. Cancellation notices must be in writing via email to InMotion Media at billing@inmotionmm.com and will be deemed given upon IMM’s confirmation of receipt.
• In the event of cancellation after seven (7) days Advertiser shall be subject to a cancellation fee of 100% of the IO (“Cancellation Fee”). This fee becomes payable within fifteen (15) days of receipt of final invoice, which shall include all outstanding amounts due and any Cancellation Fees.
• IMM expressly reserves the right to reject or cancel any advertisement that does not comply with The New York Times (NYT) Standards of Advertising Acceptability, as determined in IMM & NYT sole discretion. With the exception of cancellation for default of payment or news preemption, in the event of cancellation, IMM shall make all efforts possible to place Advertiser in a similarly valued subscriber location, in IMM sole discretion. In the event of cancellation for default in the payment of invoices, charges for all advertising published as of the cancellation date shall become immediately due and payable.

3.  CREDIT AND PAYMENT TERMS.

• IMM, at any time during the term of this Agreement, and at its sole discretion, may require payment for advertising upon terms determined by IMM prior to publication of any advertisement.
• Advertiser will be invoiced the total amount due for advertisements on the IO upon signature of IO and will be responsible for a full payment due to IMM seven (7) days after first invoice date (“Posting Date”) in U.S. funds. Acceptable forms of prepayment are bank wire transfer, credit card or advertiser or agency guaranteed check.
• IMM, at any time during the term of this Agreement, and at is sole discretion, may offer an Advertiser the ability to divide their total payment due.
• If an Advertiser continues to fail to make timely payment or work out a payment plan with IMM, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IMM in collecting such amounts. IMM reserves the rights to suspend credit and/or performance of its obligations if Advertiser fails to make timely payment.
• Insufficient funds, returned items, and stop payments will be charged $100.00 on first Second through fourth occurrences will be charged $150.00 and fifth and subsequent occurrences $205.00. Fees will be charged during the current month. An “occurrence” is a day with at least one insufficient funds or returned item/withdrawal request.

• Fees on IO are exclusive of taxes. Advertiser shall pay all international, federal, state and local taxes assessed in connection with the Services.
• Agency and Advertiser are jointly and severally liable for the payment of invoices arising from placement of advertising in TimesDigest and for all costs of collection of late or non-payment.
• If an account is placed with a collection agency or attorney for collection, all commissions and discounts will be rescinded or become null and void and the full advertising rate shall apply.
• IOs containing disclaimers will not be considered accepted by IMM unless IMM provides written approval.

4.  AD MATERIALS, DELIVERY AND CONTENT.

• It is the Advertiser’s responsibility to supply suitable material (“Ad Material”) to IMM within the deadlines stated on the IO or a minimum fourteen (14) days prior to the posting date, whichever is later. If material is not submitted within such timeframe or is submitted incorrectly or inconsistent with NYT Advertising Acceptability Guidelines, IMM reserves the right to repeat old material, or to charge the Advertiser for the advertisement without it appearing. No responsibility will be accepted for loss or damage to copy, artwork or photographs supplied.
• All Ad Materials are subject to IMM’s approval based on the requirements set forth in the NYT Standards of Advertising Acceptability. IMM reserves the right, at any time and for any reason in its discretion, to reject, cancel or cease publication of any Ad Materials, space reservation, or position commitment, without any liability. For NYT Standards of Advertising Acceptability, please contact IMM.

5.  WARRANTIES AND INDEMNITY.

• Advertiser and Agency jointly and severally represent and warrant that each advertisement submitted by it for publication in TimesDigest contains no copy, illustrations, photographs, text or other content that may result in any claim against IMM or NYT. Advertiser and Agency jointly and severally shall indemnify and hold harmless IMM and NYT, including its employees, officers, directors, representatives, agents and affiliates, from and against any damages and related expenses (including attorneys’ fees) arising from the content of advertisements, including, but not limited to, claims of invasion of privacy, unauthorized use of names or pictures of living persons, trademark infringement, libel and misrepresentation.
• IMM represents and warrants that advertising covered by this IO will be delivered to the specific distribution location(s) listed on the IO. Advertising distribution locations may have a small percentage of closures or sold out space, not to exceed 15% of the entire distribution at any one time.

6.  LIMITATION OF LIABILITY.

• IMM is not liable to Advertiser or its agency for delay or default in performance or completion of Services under the IO or these terms, if caused by conditions beyond its control, including but not limited to, an act of God, accident, fire, strike, terrorism, governmental authority, telecommunications or network failure, electrical outages or failure of the Internet.
• The liability of IMM for any act, error or omission for which it may be held legally responsible shall not exceed the cost of the ad space affected by the error. In no event shall IMM or NYT be liable for any indirect, consequential, special or incidental damages, including, but not limited to, lost income or profits.

7.  MISCELLANEOUS.

• Advertiser or its agency may not assign or transfer, in whole or in part, any of the rights and obligation under this IO.
• These Terms, together with the IO, shall be governed and construed in accordance with the laws of the state of New York, without regard to its conflicts of laws provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any legal proceeding arising out of the IO or Terms, waiving all defenses with respect to jurisdiction, forum and venue.
• IMM, at any time during the term of this Agreement, and at is sole discretion, may make changes to the IO and/or Terms of this contract. All changes to terms will be posted on www.inmotionmm.com for Advertiser or its agency. All changes to the IO will be communicated to the client within thirty (30) days.