INSERTION ORDER TERMS & CONDITIONS

AGREEMENT.  By executing an Insertion Order, Purchase Order or any other type of Brand Partnership agreement (each, an “IO”) with Lessin Media Company aka The Information (“The Information”) which incorporates these Insertion Order Terms & Conditions (“IO Terms”), the Advertiser (or Agency on behalf of the Advertiser) agrees to the terms of the following agreements (which will collectively be referred to as the “Media Buy Agreement”):

  • the IO,

  • these IO Terms,

  • any addendum, schedule or exhibit attached to or incorporated by the IO (“Addenda”), including the DPA (as defined below), if the parties exchange personal information in connection with the provision of advertising; and

  • the IAB/AAAA Standard Terms and Conditions for Internet Advertising 3.0 which can be found here: http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf (“IAB Terms”), except to the extent the IAB Terms are modified by the IO, IO Terms or Addenda. If this Media Buy Agreement is being entered into directly by Advertiser, all references to the term "Agency" in the IAB Terms will be deemed to refer to Advertiser.

The documents comprising the Media Buy Agreement carry this descending order of precedence in case of conflict among their provisions: the DPA, the IO, the IO Terms, any other Addenda, the IAB Terms. For clarity, these IO Terms are intended to and do amend the terms of the IAB Terms.

CRITICAL PAYMENT TERMS.

  • As described in more detail in the Billing section below, all invoices must be paid within 30 days of receipt. If Advertiser’s account is past due, The Information may suspend performance and/or may require prepayment with respect to future IO and/or Advertiser shall incur a late fee.

  • Payments must be made in US Dollars via the following methods:

    • ACH

      • Account Name: Lessin Media Company

      • Account Number: 932830802

      • Routing Number: 322271627

    • Checks

      • Mailing Address: Lessin Media Company, 20 West 22nd Street, Suite 1006, New York, NY 10010

      • Checks must be addressed to “Lessin Media Company”

  • Billing questions should be addressed to: [email protected].

SELECT DEFINITIONS. The following select capitalized terms shall have the meanings set forth below:

  • “Content” means content of any type, including written works, audio-only works or audio-visual works.

  • “Advertiser Content” means Content provided by Advertiser to The Information that advertises or promotes Advertiser or its products or services hereunder, including associated artwork, copy, signage (for events), audio recordings, and videos (e.g., for pre-roll ads) as well as Advertiser’s trademarks, logos, slogans and other intellectual property.

  • “Sponsored Content” means Content that is produced by The Information as part of its normal slate of Content and is sponsored by Advertiser or into which Advertiser’s Advertiser Content is incorporated, including articles, newsletters, podcasts, and videos.

  • “Post Date” means the specific date on which Advertiser Content is published.

DUE DATES. The following sets forth the relevant deadlines with respect to Advertiser Content:

  • Unless otherwise stated in the IO, Advertiser will provide The Information with any required Advertiser Content at least 2 weeks prior to the applicable Post Date.

  • With respect to any Sponsored Content that does not have a specific Post Date associated with it in an IO, The Information will use commercially reasonable efforts to notify Advertiser of the scheduled Post Date of such Sponsored Content approximately 2 weeks prior to the applicable Post Date.

  • Advertiser acknowledges that there may be penalties for lost inventory that could not be filled due to late creative.

  • The parties may mutually agree on later deadlines for last minute placements.

APPROVALS.   For the sake of clarity, Advertiser shall not have approval rights over the articles, scripts, topics, guests or final production of any Sponsored Content (including the Content in articles, newsletters, podcasts and video series) except to the extent Advertiser Content is included therein. However, The Information makes the commitment to all advertisers that it will maintain its brand integrity and high journalistic standards throughout all Sponsored Content.

EXCLUSIVITY.   If either Party will be subject to an exclusive relationship with the other in any manner, such terms will be set forth in the Insertion Order. If nothing is identified, the Media Buy Agreement will be deemed non-exclusive in all respects.

LIVE EVENTS (if applicable).  The Information will recognize Advertiser as a sponsor of any live event(s) identified in the IO, consisting of the designation and benefits solely as set forth in the IO. All event matters, including event dates and locations, will be as set forth in the IO or, if no details are included, as determined and subject to modification by The Information. If the event is cancelled due to a Force Majeure event (which may include, without limitation, the current and ongoing COVID-19 pandemic or health and safety rules or guidelines related thereto), The Information will have the option to either: (i) retain the monies and reschedule the event within a reasonable time of its originally scheduled date; (ii) apply the sponsorship fee to an alternate program mutually agreed upon by the parties (such agreement not unreasonably withheld); or, if options (i) and (ii) are not possible using good faith efforts, (iii) cancel the event and refund the applicable sponsorship fee to Advertiser (less a pro-rated portion for any performance or services rendered to date).

BILLING.   All payments are due net 30 days after invoice date unless otherwise expressly agreed pursuant to written terms in the IO. If Advertiser’s account is past due, The Information may suspend performance and/or may require prepayment with respect to future IOs. In addition, if any payment is not received in full by the due date, Advertiser shall incur a late fee equal to 1.5% of the outstanding balance per month (or the maximum rate permitted by law, if lower), compounded daily until full payment is received. Advertiser shall also reimburse The Information for all reasonable costs of collection, including attorneys’ fees, incurred in connection with recovering any overdue amounts. Rates in any proposed IO rate sheet are only valid for 30 days after transmitted (subject to change thereafter). Notwithstanding anything to the contrary contained in the IAB Terms, Agency and Advertiser are jointly and severally responsible for the payment of all amounts due for advertising published by The Information pursuant to this IO.

CANCELLATION.  Unless otherwise expressly stated in an IO, the following Brand Partnership benefits in an IO are strictly non-cancellable: (i) 'presenting sponsor' arrangements and event sponsorships; and (ii) any benefits that give exclusivity of any kind to Advertiser (including, for example, category exclusivity). Any other type of Advertiser Content, such as recurring advertising (e.g., pre-roll, display, etc.), may be cancelled if written notice is received at least 30 days in advance of the Post Date. If an IO is terminated or cancelled by Advertiser in any manner not permitted above (unless due to Media Company’s uncured breach) or by Media Company due to Advertiser’s uncured breach, all fees set forth in the IO for any cancelled Brand Partnership benefit will immediately become due and payable. If Advertiser has received bulk discounts, cancellation of certain inventory may result in forfeiture of such discounts, which may be retroactive. The Information has the right in its discretion to terminate this agreement for convenience, and/or to cancel, to refuse to run or to remove any Advertiser Content at any time for any reason (e.g., without limitation, late creative, bad UX/UI, negative press or bad reputation of Advertiser, disparagement by Advertiser, etc.) subject only to its obligation to refund any fees paid for any Advertiser Content that was not run.

ESTIMATES.  Media plans or proposals may include estimates of views, downloads, or impressions (e.g., with respect to newsletters, social, podcasts). Such estimates are truly estimates provided for Advertiser’s information only; unless otherwise stated in an IO, they are not guarantees and fees are not based upon achievement of any such estimates. In the event that actual Deliverables for any campaign fall below (or are expected to fall below) any such estimates, without limiting any obligations The Information may have under an IO, The Information will not be in breach of this Agreement in any manner. For clarity, this amends the IAB Terms, and Sections VI(a) and VI(b) of the IAB Terms are expressly superseded by the foregoing. For clarity, The Information will not in any way be responsible with respect to any under-delivery that is due to late delivery by Advertiser or Agency of any Advertiser Content. For clarity, and without limiting the foregoing, all Brand Partnership benefits are based on flat fees for specified placements and The Information makes no guarantees relating to performance such as clicks, open rates, conversions, etc., even if average or typical performance metrics are discussed during the sales process.

ADVERTISER CONTRIBUTIONS.  If Advertiser provides Advertiser Content or advises The Information to include any claims, information, or content about Advertiser’s business, products, or services (or those of Advertiser’s competitors) (“Claims”), Advertiser is solely responsible for ensuring the accuracy and substantiation of all such Claims. If Advertiser operates in an industry that is subject to industry-specific laws, rules, regulations, minimum standards, or guidelines (e.g., auto, alcohol, tobacco, CBD/cannabis) (“Advertiser Industry Regulations”), as between the parties, Advertiser will be solely responsible for compliance of any Advertiser Content with Advertiser Industry Regulations (provided that The Information will use good faith efforts to follow any guidelines provided to it by Advertiser with respect to compliance with Advertiser Industry Regulations). Advertiser represents and warrants, and will indemnify The Information with respect to a breach of, the following: (a) Advertiser, Advertiser Content and all Claims will comply with all applicable laws (including, for example, any Advertiser Industry Regulations); (b) no Claims will be deceptive or misleading; (c) Agency and Advertiser have the right to provide Advertiser Content and the reproduction, display, distribution, exhibition and publication of the such Advertiser Content by The Information will not infringe upon, violate or give rise to any adverse claim with respect to any intellectual property, proprietary or personal rights of any third party or violate any laws; and (d) Advertiser has the right to authorize The Information to reproduce, display, distribute, exhibit and publish any Advertiser Content provided by Advertiser.

IP OWNERSHIP AND USAGE RIGHTS.  Each party exclusively owns and will retain all right, title and interest in and to its trademarks and other intellectual property (“IP”) including, for example, any IP it may create or provide in connection with this IO. Neither party intends to (and nothing contained in this IO will) convey any right, title, or interest in or to any of its IP to the other Party. The Information acknowledges and agrees that Advertiser retains all IP rights with respect to Advertiser Content. Advertiser acknowledges and agrees that, as between the Parties, The Information is the sole and exclusive owner of all rights, title, and interest in and to all Sponsored Content, except to the extent incorporating Advertiser Content. Unless otherwise expressly set forth in the IO or unless otherwise approved by The Information in writing on a case-by-case basis, Advertiser may not edit or otherwise modify any The Information IP nor use, post or otherwise distribute any such IP (including Sponsored Content), or any other materials utilizing The Information’ IP, without the prior written consent of The Information, provided that Advertiser is free to “like”, “share”, and use similar social media platform features to engage with Sponsored Content posted by The Information via Advertiser’s official social media channels, subject to these terms. Unless otherwise set forth in the IO, The Information will have ultimate creative control with respect to all Sponsored Content. Advertiser may not directly or indirectly purchase paid promotion for any Sponsored Content or other The Information IP from any third party including, but not limited to, via third party advertising and content distribution networks (e.g., Outbrain), social media platforms (e.g., Facebook), and programmatic advertising, unless approved in each instance by The Information.

EDITORIAL FREEDOM.  Advertiser acknowledges that The Information is a platform that reports and provides commentary on news and current events. The Information retains the right to cover and/or provide commentary on any stories or events involving Advertiser that may arise during the Term and Advertiser acknowledges the foregoing will not be deemed a breach of this Media Buy Agreement.

AGENCY RELATIONSHIP.  If an Agency enters this Agreement on behalf of any Advertiser, then Agency represents and warrants that it is authorized to enter into the Agreement on behalf of Advertiser and that the Agreement is fully binding on Advertiser as if Advertiser had signed the Agreement directly. If an Advertiser enters into the Agreement directly, all of the obligations of “Agency” in the IAB Terms will be deemed to be obligations of Advertiser, and any provisions in the IAB Terms that are particular to an agency in its role as agent for Advertiser will be disregarded.

MISCELLANEOUS.  The Information will have no obligation to agree to any proposed revision of a previously agreed IO, including without limitation any change to or substitution for any Advertiser Content, any change to the positioning of any Advertiser Content or any change to the campaign run dates. Any purchase order, insertion order or other terms issued or provided by the Advertiser or Agency with respect to the campaign that is the subject of this IO, not fully and mutually executed by the parties, will be of no force or effect and is not binding. Section XIV(d) of the IAB is amended to stipulate “California” in each blank field.

LIMITATION OF LIABILITY.  NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE INFORMATION’S MAXIMUM AGGREGATE LIABILITY TO ADVERTISER OR AGENCY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION OR ANY ADVERTISER CONTENT, EVENT OR CONTENT OF ANY TYPE, WHETHER SUCH LIABILITY IS UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE INFORMATION BY ADVERTISER HEREUNDER PURSUANT TO THIS IO DURING THE PERIOD OF SIX MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CLAIM ACCRUED.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY HEREUNDER OR PURSUANT TO THIS IO FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.