ADVERTISING TERMS AND CONDITIONS

These Terms and Conditions are supplemental to the Belo Interactive ("BI") Media Contract (the "Contract"). All terms not defined herein shall have the same meaning as set forth in the Contract.

1. Definitions.

• Advertised Site means the first page of Advertiser's web site, which is displayed when accessing the associated Uniform Resource Locator (URL) set forth in the Contract. The Advertised Site may be changed by Advertiser upon thirty (30) days prior written notice to BI.
• Advertisement means a graphical and text-based description of an advertised site with a hypertext pointer ("hotlink") which, when clicked by a mouse, moves BI’s end users from the Host Site to the Advertised Site designated by Advertiser.
• Host Site means the page of BI's web site, which is displayed when accessing the associated Uniform Resource Locator (URL), as set forth in the Contract.
• Impression means the number of separate instances the Advertisement is loaded to a web page on the Host Site. BI does not consider an impression to have occurred until the information regarding the ad delivery is logged in BI’s ad placement system logs. When the ad placement system’s delivery engine receives a request for a banner, it makes the decision as to which creative should be delivered. The delivery engine will place HTML on the page (an HREF/IMG SRC pair) to tell the requesting user's browser to get the actual image (or other file) directly from the directory where it has been stored. The delivery engine will log the banner request immediately after the HTML to serve the image is placed on the page. At this moment, the ad "delivery" becomes an official impression.
• Click Through is defined as an instance of a user taking action on a digitally-served advertisement by selecting it with the cursor. BI’s ad placement software, however, does not consider a click-through to have occurred until the information regarding the click-through action is logged in the system logs. When the ad placement system receives a request for a click-through, the system will find the corresponding redirect location associated with the clicked-upon banner, it will log the click-through information and finally it will send a redirect response (302-moved temporarily) to the user's web browser with the new destination location.
• Static Display. Advertiser’s Advertisement will be displayed without rotation on the Host Site.
• Rotating Display. Advertiser’s Advertisement will be displayed on the Host Site in rotation.
• Animated Display. Advertiser’s Advertisement will be displayed in components, in sequence to deliver a complete message.

2. Term.

This Agreement shall commence on the Effective Date and continue for a period as set forth in the Contract (the "Term"), unless earlier terminated in accordance with Section 12.

3. Services.

Advertiser acknowledges that BI’s sole obligation is to display an advertising banner or banners from Advertiser on a specific site(s) or across the BI network. The forwarding of an insertion order by Advertiser to BI is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at the time. Advertiser agrees that BI may display banner(s) across the entire BI advertising network or on specific site(s) and that daily campaign activity begins at 12:01 AM Central Time. BI may at its option modify the flight date of a campaign(s) if the creative or linking URL’s are not delivered on time, there are delays due to third party ad serving, inventory fluctuation or other issues.

4. Billing and Payment.

• Unless "Approved Credit," "Automatic Bank Withdrawal" or "Credit Card Billing" is agreed to by BI, Advertiser will pay BI in advance for the Contract Total amount noted above. Payment is due in full when contract is executed. If BI extends credit to Advertiser, payment is due 30 days from invoice date (the "Due Date"). Where requested by Advertiser, Advertiser authorizes BI or its designee to automatically withdraw from Advertiser’s bank account or to bill Advertiser’s credit card the full amount of any fees and other sums due in conjunction with the contract.
• In the event Advertiser defaults on any obligations under the Contract, Advertiser agrees to pay, and authorizes the debit of its bank account or credit card for, the full amount due and for any costs incurred by BI in connection with collecting such amounts. Any payment, whether paid by debit or other means, that is not honored by Advertiser’s bank or credit card for any reason will be subject to a $25 service fee per transaction rejected, the amount of which may be debited from Advertiser’s bank account or credit card. Advertiser further authorizes its bank to accept and charge any debit entries initiated by BI to its account. In addition to other remedies available to BI, any amount not paid in full by the Due Date will be considered overdue and incur interest at a rate of 1.5% per month or the maximum amount permitted by law, whichever is greater. Additionally, at the discretion of BI, Advertiser’s contract may be terminated thereby requiring cessation of all advertising prescribed under the contract in question and immediate payment of amounts owed through the termination date.
• Agency is acting as agent for the Advertiser named in each contract and as such is binding the Advertiser to the terms of that contract. Notwithstanding such agency relationship, Agency shall be jointly and severally liable with the Advertiser for all payments due under each contract, and BI shall look first to Agency for such payment. Payment by the Advertiser to Agency for amounts due under the contract shall not relieve the Advertiser of liability for amounts due hereunder until BI is paid in full for such amounts.

5. Discrepancies.

In the event that Advertiser disputes the timing, placement metric measurements or other contracted performance measures of their online advertising within the BI Invoice, Advertiser will notify its BI Sales Representative or BI Customer Service for resolution. Any such discrepancies will not excuse any failure of the Advertiser to remit payment in accordance with the aforementioned billing and payment terms. If the discrepancy is not resolved upon contact with the BI Sales Representative or BI Customer Service prior to the due date, Advertiser may request of BI Customer Service that it be allowed to pay the owed amount less the disputed amount pending resolution.

6. Customer Service.

Customer Service Representatives are available by telephone at (214) 977-4000 from 9:00 a.m. to 5:00 p.m. Central Time and by e-mail at billing@belointeractive.com (billing and payment questions). Additional contact information is noted at the bottom of the Invoice.

7. Advertisement.

Advertiser will submit its Advertisement to BI by the date and in the format specified in the Contract (the "Advertising Submission Specifications"). BI may, in its sole judgment, reject any Advertisement that does not meet the Advertising Submission Specifications stated in the Contract if it fails to conform to applicable laws and regulations, BI’s advertising policies, or the public interest. BI may reject or remove an advertisement for an Advertised Site, which is not functional or which BI deems unsuitable for linking to the Host Site. If BI rejects Advertiser’s Advertisement or otherwise terminates its display, then this Agreement shall be deemed terminated, and BI will return any prepaid Ad Fees to Advertiser (in which case refund of those Ad Fees shall be Advertiser’s sole remedy for the termination of this Agreement.)

8. Service Warranty.

• BI shall use reasonable commercial efforts to maintain the Host Site and display the Advertisement during the term of the Agreement.
• BI does not warrant that it will be able to correct all reported defects or that use of the Host Site, Advertisement, or the hypertext pointer to the Advertised Site will be uninterrupted or error-free. BI makes no warranty regarding features or services of its systems, including those provided by third parties. EXCEPT AS EXPRESSLY PROVIDED ABOVE, BI MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND QUIET ENJOYMENT.
• BI reserves the right, in its sole discretion, to determine all matters concerning hardware and software selection and configuration, telecommunications, system components, advertising categories, positioning of Advertiser’s Advertisement, and other operational and administrative matters for the Host Site.

9. Intellectual Property Rights.

• Each party to this Agreement owns its respective web site and the material and content on its web site. Except as stated in Section 9(b), nothing in this Agreement grants to one party any right, title, or license to the other party’s intellectual property rights.
• Advertiser grants BI a nonexclusive license to set up and display Advertiser’s Advertisement (including, without limitation, any trademarks, service marks, domain names or other proprietary works shown therein) and to hyperlink to the Advertised Site during the Term of this Agreement. Upon termination of this Agreement, BI will cease further display of the Advertisement, and remove the hyperlink to the Advertised Site.
• Nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of BI in any advertisement, sales promotion or press release without BI’s prior written approval.

10. BI’s Liability.

• If BI is unable to display the Advertisement at any time during the term of this Agreement due to acts of God, war, riot, strikes, system or transmission failure, or for any other reason beyond its reasonable control, such failure to display the Advertisement will not constitute a breach of this Agreement; provided, however that Advertiser may terminate this Agreement if such failure to display the Advertisement continues for more than twenty (20) days. If such failure to display the Advertisement is caused by an act or omission of Advertiser, BI shall be entitled to full payment of all Ad Fees. If such failure to display the Advertisement is not caused by an act or omission of Advertiser, but a failure of BI to meet its obligations, BI will allow a pro rata reduction in the Ad Fee.
• IN NO EVENT SHALL BI BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS’ FEES), EVEN IF BI IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. BI’S MAXIMUM LIABILITY FOR ANY ERROR IN DISPLAYING THE ADVERTISEMENT, FAILURE TO PROVIDE SERVICES OR OTHERWISE SHALL NOT EXCEED THE CHARGE FOR THE ADVERTISEMENT IN QUESTION.

11. Advertiser’s Warranties.

Advertiser warrants that the Advertisement and the Advertised Site: (a) is truthful and will not violate any foreign, federal, state or local law or regulation, (b) will not infringe or misappropriate any copyright, trademark, patent, trade secrets, publicity or privacy rights of any person or third-party in any jurisdiction, and (c) does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, or defamatory. Advertiser agrees to defend, indemnify, and hold harmless BI, its officers, directors, sublicensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties in this Section 11 and/or its obligations under this Agreement. BI shall provide notice to Advertiser promptly of any such claim, suit or proceeding and shall reasonably assist Advertiser, at Advertiser’s expense, in defending any such claim, suit or proceeding.

12. Termination.

• Except as provided below, this Agreement will terminate without further action upon the expiration of the Term set forth in Section 2. This Agreement may be terminated by the non-breaching party upon thirty (30) days prior written notice upon the material breach of a provision of this Agreement; provided that if such breach is cured within such period, the Agreement shall continue in effect.
• Advertiser acknowledges that BI may terminate this Agreement and remove the Advertisement if BI believes in its sole discretion that the Advertisement breaches any warranty. In the event of such termination, BI shall be entitled to receive full payment for all Ad Fees incurred by Advertiser up to the date of termination.
• This Agreement will be terminated automatically, without notice (i) upon the institution by or against Advertiser of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Advertiser’s debts; (ii) upon Advertiser making an assignment for the benefit of creditors; or (iii) upon Advertiser’s dissolution.

13. General Provisions.

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state of Texas (without regard to that state's conflict of law principles).
• Notices. All notices, requests and other communications required to be given under these Terms and Conditions must be in writing. Delivery of such written correspondence may be processed using Mail or other like services, facsimile or electronic mail (e-mail). For e-mail delivery, by declaring your instructions and affixing name, title and contact information and having sent such correspondence, author represents that they are a duly authorized signatory of the Advertiser.
• Modification; Waiver. This Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. This Agreement will be for the benefit of BI’s successors and assigns, and will be binding on Advertiser’s legal representatives, successors and permitted assignees.
• Assignment. Advertiser may not assign its rights or obligations arising under this Agreement without BI’s prior written consent.
• Entire Agreement. These Terms and Conditions, including the Contract, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.
• This Agreement may be transmitted by facsimile or electronic mail. The parties may close the Agreement by exchanging fax signatures, or by replying to an electronic mail message from the BI Representative specifically noting Advertiser’s approval to the Contract.