MediaMax Network

Magazine Terms & Conditions

MediaMax Network, LLC (MMN) reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising copy, whether or not the same has already been acknowledged and/or previously published. In addition, MMN reserves the right to remove from selected copies of the publication advertisements containing matter that subscribers have deemed objectionable. In the event of such cancellation or rejection by MMN, advertising already run shall be paid for at the rate that would apply if the entire order were published. Cancellation of any portion of any advertising order or contract by or on behalf of the Advertiser or failure to have published the specified number of pages automatically nullifies any rate discount, including for previously published advertisements, and may result in a short-rate. In such event, the Advertiser and/or Agency must reimburse MMN for the short-rate, the difference between the rate charged on the contracted frequency and the higher rate based on reduced frequency, within 30 days of invoice therefor.

Orders that contain rates that vary from the rates listed herein, and not approved by MMN Management, shall not be binding on MMN and may be inserted and charged for at the actual schedule of rates.

Advertisements that simulate editorial content must be clearly defined and labeled "ADVERTISEMENT" and MMN may, in its discretion, so label such copy.

Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and inserted but such restrictions or specifications are at MMN's sole discretion.

In the event of errors in or omissions of any advertisement(s), including those caused by Force Majeure, MMN'S liability shall not exceed a refund of amounts paid to MMN for the advertisement. MMN is not responsible for errors in key numbers.

Inserts: (1) A facsimile of any furnished insert must be submitted to MMN prior to the printing of the insert. (2) MMN is not responsible for errors or omissions in, or the production quality of furnished inserts. (3) The Advertiser and/or Agency shall be responsible for any additional charges incurred by MMN arising out of the Advertiser and/or Agency's failure to deliver furnished inserts pursuant to MMN¹S specifications. (4) In the event that MMN is unable to publish the furnished insert as a result of such failure to comply, the Advertiser and/or Agency shall remain liable for the space cost of such insert.

All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be per formed entirely therein. Any action relating to advertising must be brought in the state or federal courts in New York, New York and the parties hereby consent to the jurisdiction of such courts.

The Advertiser and its Agency, if there be one, each represent that any advertising (including product samples) submitted complies with all applicable laws and regulations and does not violate the rights of, and is not harmful to, any person, corporation or other entity. As part of the consideration to induce MMN to publish such advertisement, the Advertiser and its Agency, if there be one, each agrees jointly and severally to indemnify and save harmless MMN, and its employees and representatives, against all liability, loss, damage, and expense of any nature, including attorneys' fees, arising out of any claims for libel, invasion of privacy, copyright or trademark infringement and/or any other claim or suit that may arise of out the copying, printing, publishing, distribution or transmission of such advertisement.

In the event an order is placed by an Agency on behalf of the Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of the Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both the Advertiser and the Agency.

The Advertiser and its Agency, if there be one, agree to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on the Advertiser¹s behalf. Advertiser authorizes MMN, at its election, to tender any bill to the Agency, and such tender shall constitute due notice to the Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of the Advertiser and Agency. Payment by the Advertiser to the Agency shall not discharge the Advertiser¹s liability to MMN. The rights of PUBLISHER shall in no way be affected by any dispute or claim between the Advertiser and the Agency.

The Advertiser or Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by MMN, nor may the Advertiser or Agency authorize any others to use any advertising space.

MMN reserves the right to use any of the commercially accepted printing processes.

Orders for all advertising units are non-cancellable 30 days prior to closing date. Supplied inserts are non-cancelable the first of the fourth month preceding the date of issue. Orders for all MMN-produced inserts are non-cancelable without the written agreement of MMN. Should MMN agree to cancel an existing work order, the Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of the Advertiser, including the cost of services, paper and/or printing.

MMN will not be required to submit a proof of an ad submitted by the Advertiser and / or Agency. The Advertiser and / or Agency assumes all responsibility for artwork submitted after published materials deadline date.

The Advertiser and/or Agency agrees to reimburse MMN for its attorneys' fees and costs in collecting any unpaid charge or portion of the charge for any advertisement.

MMN reserves the right to charge credit cards on file for balances sixty (60) days past due.

The Advertiser and Agency agree that any advertisements published may, at the MMN¹S option, be included in all media, whether now in existence or hereafter developed, in which the issue containing the advertisement is published, reproduced, distributed, displayed, performed, or transmitted, in whole or in part.

Terms of sale: After an initial deposit, payment for each insertion is due upon receipt of invoice and tear sheet. Interest will be charged at rate of 1.0% per month on past due balances.

The foregoing terms and conditions shall govern the relationship between MMN and the Advertiser and/or Agency. MMN has not made any representations to the Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing by MMN, no other terms or conditions in contracts, orders, copy, instruction, or otherwise will be binding on MMN.

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Internet Terms & Conditions
1.	MediaMax Network, LLC (MMN) reserves the right, at its absolute discretion and at any time, to reject or delete any advertising copy, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. The rejection of copy by MMN shall require Advertiser and/or Agency to supply new copy acceptable to MMN. Advertisements that simulate editorial content must be clearly labeled ³ADVERTISEMENT² and MMN may, in its sole discretion, so label such copy.
2.	Subject to terms hereof, Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to this agreement with the understanding that Agency may be paid a commission. Advertiser shall have the right to revoke its agency at any time during the period of this agreement effective upon receipt by MMN of notice in writing; in such event, MMN may, at its option, terminate this agreement. If Advertiser shall designate another agent MMN may, at its option, recognize such agent upon receipt of an agreement by said agent to be bound by the terms of this agreement and to become liable for the payment of all bills due and to become due under this agreement.
3.	Advertiser and Agency represent that there is nothing in any advertisement or other material provided by Advertiser or Agency, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation. Advertiser and Agency agree to indemnify and hold harmless MMN, its employees, and representatives against all liability, loss, damage and expense of any nature, including attorneys¹ fees, arising out of the publishing, distribution, or transmission of any advertiseme submitted by or on behalf of the Advertiser regardless of whether MMN participated in the creation of such advertisement, or the linkage of any advertisement to any other material, or the loss, theft, use, or misuse of any credit or debit card or other payment, financial, or personal information.
4.	In the event a volume of advertising less than that specified in the contract is used and paid for or the Advertiser or Agency otherwise breaches the terms of this agreement, or if at any time MMN in its reaso able judgment determines that Advertiser is not likely to have published the total amount of advertising specified in the contract during the term of the agreement, any rate discount will be retroactively nullified and MMN reserves the right to charge Advertiser and Agency the difference between the contract rates charged and the rates applicable for the volume of space actually used, in accordance with the applicable rate schedules (³short-rate²). In such event, Advertiser and Agency must reimburse MMN for the short-rate within ten days of MMN¹s invoice therefore and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) (as applicable).
5.	MMN, at its option, may terminate this agreement for the breach of any of the terms hereof, it being specifically understood without limitation that failure on the part of either Advertiser or Agency to pay each bill on or before its due date shall constitute a breach. Should MMN terminate this agreement, all charges incurred together with short-rate charges shall be immediately due and payable.
6.	This agreement may not be assigned by Advertiser or Agency without the prior written consent of MMN, and any assignment without such prior written consent shall be null and void. The Advertiser or Agency may not use any space for the advertisement either directly or indirectly of any business organization, enterprise, product, or MMN other than that for which the advertising space is provided by MMN, nor may Advertiser or Agency authorize any others to use any advertising space.
7.	MMN will provide a quantity of visits, impressions, circulation, or other usage of the web site or the advertisement only if expressly so stated in the contract. If not, MMN makes no guarantee or representation as to such activity. To the extent MMN fails to provide Advertiser/Agency with any guaranteed impressions (if applicable), MMN will provide as a sole remedy only a makegood, by extending the order beyond the contracted advertising flight period until the remainder of the guaranteed impressions are delivered. For purposes of clarification, Advertisers/Agencies that request a special billing schedule or an upfront bill will not receive refunds/adjustments in the case of under delivery of guaranteed impressions (if applicable).
8.	Orders containing terms, rates or conditions in addition to or conflicting with those contained in the contract may be accepted but such terms, rates, or conditions are not binding on MMN unless MMN has specifically agreed to them in writing.
9.	In the event of a suspension of the purchased website(s) due to computer or network malfunction, congestion, repair, strike, accidents, fire, flood or any other cause or contingencies beyond the control of MMN, it is understood and agreed that such suspension shall not invalidate this contract, but a) will give MMN the option to cancel this agreement, or if MMN does not do so, b) upon resumption of the website(s) this contract shall be continued and in any event no liability for damages shall be incurred by MMN by reason of such suspension.
10.	Advertiser and Agency agree to be jointly and severally liable for the payment of all bills and charges incurred. Advertiser authorizes MMN, at its election, to tender any bill to Agency, and such tender shall constitute due notice to Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Advertiser and Agency. Payment by Advertiser to Agency shall not discharge Advertiser¹s liability to MMN. The rights of MMN shall in no way be affected by any dispute or claim as between Advertiser and Agency.
11.	Advertiser and Agency agree to reimburse MMN for its costs and attorney¹s fees in collecting any unpaid charge under this agreement.
12.	MMN reserves the right to charge credit cards on file for balances sixty (60) days past due.
13.	Subject to section 9 herein, MMN¹s liability for failure to publish an advertisement shall not exceed a credit for MMN¹s charge for such advertisement. MMN¹s sole liability (and Advertiser¹s sole remedy) for errors/omissions by MMN in published advertisements shall be to provide Advertiser a credit for the actual space of the error/omission if the error/omission is brought to MMN¹s attention no later than 5 working days after the advertisement first appears; however, if a copy of the advertisement was provided or reviewed by Advertiser, MMN shall have no liability.
14.	Failure by MMN to enforce any provision of this agreement shall not be considered a waiver of such provision. .
15.	Advertiser and Agency recognize that the copyright in any advertisements created by MMN is owned by MMN. As to all other advertisements, Advertiser and Agency agree that MMN has the non-exclusive right, for the full term of copyright, by itself or through third parties, to republish and re-use any advertisements submitted hereunder in any form in which the advertisements may be published or used (in any media now in existence or hereafter developed) in whole or in any part, whether or not combined with material of others.
16.	Any bill tendered by MMN shall be conclusive as to the correctness of the item or items therein set forth and shall constitute an account stated unless written objection is made thereto within ten (10) days from the rendering thereof. In addition, unless otherwise set forth on the insertion order, MMN will bill for the advertising based on DFP (³DART for Publishers²) ad delivery numbers. In the event the parties agree on the insertion order that certain ads will be billed based on third party ad delivery numbers, MMN will bill for such ads based on such third party numbers as long as the delivery discrepancy from third party numbers and the DFP numbers is less than ten percent (10%). In the event that a difference arises greater than ten percent (10%), both MMN and Advertiser/Agency agree to use reasonable efforts to reconcile the difference and come to a mutually agreed upon solution. If an agreement cannot be reached, MMN reserves the right to bill Agency/Advertiser at a delivery rate of ninety percent (90%) of the DFP delivery numbers.
17.	All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be wholly performed therein. Any action brought by Advertiser and/or Agency against MMN relating to advertising must be brought in the state or federal courts in New York, New York; and the parties hereby consent to the exclusive jurisdiction of such courts in connection with actions relating to advertising.
18.	To the extent any advertisement is distributed/delivered via electronic mail, Advertiser agrees to comply with all federal, state and local rules, laws, and regulations applicable thereto, including without limitation the federal CAN-SPAM Act and all state ³Do Not E-mail² registries. Advertiser shall fulfill all obligations of a ³Sender² as defined in the federal CAN-SPAM Act, and comply with MMN¹s reasonable policies intended to comply therewith. Advertiser will defend, indemnify and hold harmless MMN for any liability, penalties, and/or expenses (including without limitation reasonable attorneys¹ fees) in connection with a breach or alleged breach of this Section 17.
19.	Terms of sale: After and initial deposit, payment for each insertion is due upon receipt of invoice and tear sheet. Interest will be charged at rate of 1.0% per month on past due balances.
20.	Advertiser/Agency must provide at least ten (10) days prior written notice to MediaMax Network, LLC prior to any cancellation of this contract.
21.	The foregoing terms shall govern the relationship between MMN and Advertiser and Agency. MMN has not made any representations to Advertiser or Agency that are not contained in the contract. Unless expressly agreed to in writing signed by MMN, no other terms and conditions in insertion orders, copy instruction, letters, or otherwise will be binding on MMN. Notwithstanding the foregoing, to the extent a document is signed by MMN that contains terms and conditions that conflict with and/or are inconsistent with this agreement, this agreement shall govern.

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