Documents

1. Terms of Service
2. Privacy Policy
3. Publisher Agreement
4. Acceptable Use Policy
5. Advertisement Service Agreement

Advertisement Services Agreement

This Advertising Services Agreement describes the terms and conditions ("Terms") for the publications, businesses, websites, mobile applications, and other digital, print and sponsorship products, and related online services (collectively, "Advertising Services") that are offered by Insirvis Inc. and its subsidiaries and affiliates ("OohLocal", "Publisher", "we", "our" "us").

These Terms apply to Advertising Services offered to businesses located in the United States. Publisher’s websites can be accessed from countries around the world and may contain references to services that are not available in your country. These references do not imply that we intend to provide such services in your country. Without limiting the generality of the foregoing, these Advertising Services should not be used to collect customer data of customers located in the UK or EU.

By executing an Order (as defined below) for Advertising Services, you signify that you have read, understood, and agree to be bound by the Terms, together with any quotation, insertion order or advertising commitment which has also been issued by Publisher directly to you ("Order") and which sets forth the Advertising Services being purchased by the client who signed the Order ("you" or "Advertiser");

The Terms, any applicable Addendum and the Order, and the documents and/or links referenced in such documents, are collectively referred to herein as the "Agreement".

Publisher reserves the right to amend, modify or restate these Terms (the "Amendments") from time to time in its sole discretion. Publisher will provide notification of the Amendments by updating the "Date Last Modified" date set forth above. You agree that you will regularly check the site to view current terms. You agree that your continued use of any of the Advertising Services after the posting of the Amendments constitutes your acceptance of this Agreement and the Amendments.

If you are accepting on behalf of your employer, client or another entity, you represent and warrant that (i) you have full legal authority to bind your employer, client or other legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of yourself, your employer and any client, to this Agreement.

1. Addendums and Orders. In addition to the Terms set forth here, Advertiser’s purchases of Advertising Services from Publisher under this Agreement are subject to the additional terms and conditions set forth in the applicable Service specific addendum to this Agreement (each an Addendum). The details regarding Advertiser’s purchase of a particular Service (e.g., run dates, fees, ad sizes, etc.) will be described in an Order.
2. Term. The term of this Agreement will commence as of the date of the Order if accepted by Publisher and shall continue in effect unless and until terminated as set forth herein ("Term").
3. Economic Terms
   1. Fees. Fees for each Service purchased by Advertiser will be calculated based on Publisher’s (or its affiliates’, if applicable) standard rates for such Service ("Standard Rates").
   2. Payment. Publisher will invoice Advertiser on a monthly basis, and payment is due within thirty (30) days of invoice date. If Advertiser fails to timely pay, Publisher may suspend the provision of services hereunder or immediately terminate this Agreement. Advertiser agrees to reimburse Publisher for all expenses incurred by Publisher in connection with the collection of amounts payable, including court costs and attorneys' fees. If this Agreement is terminated due to Advertiser's failure to timely pay, Publisher may rebill the Advertiser for the outstanding balance due at the open or earned contract rate, whichever is applicable, and all discounts shall be forfeited. All deliverables will be the property of Publisher until payment in full is received. All invoices are subject to a 3.99% service fee. An invoice that is paid by check or ACH will receive a cash discount equal to the 3.99% service fee. Invoices that are paid by debit or credit card will not receive the discount.
   3. Taxes. In the event that any federal, state or local taxes are imposed on Advertiser’s use of the Services hereunder, such taxes shall be assumed and paid by Advertiser.
   4. Late Payment. If any amount is not paid within thirty (30) days of when due, Publisher reserves the right to charge interest at the rate of eighteen percent (18%) per annum or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid.
   5. Credit Check. The terms of this Agreement may be subject to a satisfactory credit check on Advertiser (and/or Agency, as defined below). Publisher may request advance payment for any advertisement(s) or other material provided by Advertiser or Agency if periodic credit checks are not satisfactory.
   6. Billing/Credits. Any claims by Advertiser for a credit related to rates incorrectly invoiced or paid must be submitted in writing to Publisher within thirty (30) days of the invoice date or the claim will be waived. In the event Advertiser is entitled to a credit due to overpayment of an invoice, Advertiser must use the credit within thirty (30) days of issuance, or the credit will be forfeited. Cash refunds will not be provided for any credit earned by the Advertiser through achieving certain spend levels or other promotional programs. All credits earned will be for the benefit of Advertiser, through future advertising opportunities.
4. Advertising Materials.
   1. Content. Advertiser may, from time to time, provide Publisher with advertising materials, including, without limitation, text, data, video, audio, images, illustrations, and graphics, trademarks, service marks, and logos (collectively, "Advertiser Content") for use in connection with Publisher’s distribution of the Advertising Services purchased hereunder.
   2. License. Advertiser hereby grants Publisher and its designees a non-exclusive, irrevocable, worldwide, transferable, sub-licensable right and license (i) to use, reproduce, mirror, distribute, perform and display the Advertiser Content (or any portion thereof) via print and on the websites (mobile and traditional), properties, applications and/or devices described in this Agreement (including any Orders) (collectively, the "Distribution Networks"); (ii) to modify, copy, reformat, transmit and otherwise manipulate the Advertiser Content in connection with such display; and (iii) to use the Advertiser Content and creative, Advertiser’s name and logo in connection with providing the Services.
   3. Clearances. Advertiser will be responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, "Clearances") from third parties necessary to enable Publisher to distribute the Advertiser Content under this Section 4, including, without limitation, (i) Clearances for any of the following creative elements appearing in or otherwise displayed via the Advertiser Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and (ii) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the Advertiser Content.
   4. Advertiser Approval Right. To the extent that Publisher and/or its affiliates are developing any creative or other deliverables on behalf of Advertiser under any Order (e.g., Ads, emails, social media campaigns, etc.), Advertiser will have two (2) days from receipt of any such deliverable to review and approve the deliverable. Advertiser must notify Publisher in writing of any rejection of the deliverable within two (2) days after receipt thereof or the deliverable will be deemed approved by Advertiser. Advertiser will not unreasonably withhold its approval. Only one (1) round of revisions shall be provided unless otherwise agreed by Publisher.
   
   

   Additional corrections or modifications will be subject to an additional charge and may result in delays in the service start date.

5. Ownership. All Advertiser Content or other materials furnished by Advertiser for use hereunder will remain the property of Advertiser and, subject to Sections 3.2 and 4.2, will be returned upon request. The results of any and all work performed by Publisher, including development of advertising material, creative work, or other content for Advertiser, will be the property of Publisher. Advertiser may not modify such material or authorize the reproduction or use of such material in any medium without Publisher’s prior written consent. Unless otherwise agreed by the parties, Advertiser and its affiliates may use such creative content only in the format provided by Publisher.
6. User Information. Any user or usage data or information collected via Publisher’s Digital Properties (defined below) or related to Publisher’s Digital Properties, or any information collected from sites operated by Publisher’s affiliates under this Agreement, shall be the property of Publisher and/or such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement. Any user or usage data or information collected shall be the property of Publisher.
7. Termination.
   1. Termination of Agreement. Either party may terminate this Agreement upon written notice to the other party (i) at any time, if there are no current Orders then in effect under any Addendum; (ii) in the event of a material breach of this Agreement by the other party that remains uncured for a period of thirty (30) days following receipt of written notice of such breach from the non-breaching party; (iii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or ceases business as a going concern; or (iv) as set forth in any applicable Addendum
   2. Termination of Orders. Publisher may terminate any Order for convenience at any time upon thirty (30) days’ prior written notice to Advertiser or as set forth in any applicable Addendum.
   3. Effect of Termination. Upon any termination of this Agreement, Advertiser shall pay to Publisher all accrued and unpaid fees for Services utilized by Advertiser through the effective date of termination. Sections 3, 4, 5, 6, 7.3, 8, 9, 10, 11 and 12, as well as any other representations, warranties or indemnification obligations will survive any termination of this Agreement.
8. Representations and Warranties; Disclaimer.
   1. Advertiser Warranties. Advertiser represents and warrants that (i) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all Clearances that are necessary in connection with Publisher’s exercise of such rights and licenses, (ii) Advertiser is in compliance with all U.S. federal and state laws and regulations applicable to its business operations and products and/or services being advertised or promoted, (iii) the Advertiser Content is true and accurate, does not violate any federal, state or local law or federal or state regulation and is not misleading, defamatory, libelous or slanderous, (iv) Publisher’s use of the Advertiser Content in connection with providing the Services will not infringe upon or violate the rights or property interests of any third party, including without limitation, any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other party, or any right of privacy or publicity, and (v) for digital services, Advertiser will maintain a privacy statement on its principal website ("Privacy Statement") that complies with applicable law and accurately and transparently discloses its privacy practices to users of such website, including any privacy practices implicated by the undertakings contemplated by this Agreement.
   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." PUBLISHER, ITS SERVICE PROVIDERS AND ANY VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISER CONTENT OR OTHER MATERIALS DISPLAYED ON ADVERTISER’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON PUBLISHER’S WEBSITE(S). PUBLISHER DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION OR ERROR, AND PUBLISHER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE UNAVAILABILITY OF THE INTERNET OR WEBSITE(S) ON WHICH ADVERTISER’S ADVERTISEMENTS ARE PUBLISHED. PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE RESULTS OF SERVICES, INCLUDING WITHOUT LIMITATION, THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT OR RETURN ON INVESTMENT.
9. Indemnity.
   1. Indemnity. Advertiser will indemnify and hold Publisher, Gannett Co., Inc., any other entities that own or operate any of the Distribution Networks and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a "Publisher Indemnitee") harmless from and against any and all suits, judgments, proceedings, claims, losses, costs and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of a third-party claim resulting from (i) the Advertiser Content and other materials provided by Advertiser, or any websites or content that is linked to from any such Advertiser Content or other materials, including, without limitation, any claim such Advertiser Content or material is libelous or defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights, or any rights of privacy or publicity, or claims based on Advertiser’s willful misconduct, negligence or strict liability for a defective product; (ii) violation of or failure to comply with any federal or state laws, rules or regulations applicable to Advertiser’s business operations, products and/or services; (iii) any actual or alleged breach of Advertiser’s representations, warranties, or obligations under this Agreement; or (iv) Advertiser’s Privacy Statement.
   2. Programmatic Advertising (if applicable). In addition to any other Advertiser indemnification obligations under this Agreement, Advertiser will indemnify and hold Publisher, Gannett Co., Inc., and/or any other entities that own or operate any of the Distribution Networks and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a "Publisher Indemnitee"), harmless from and against any and all Losses arising out of a third-party claims resulting from: (i) any claims for libel, slander or invasion of privacy arising from Advertiser Content; (ii) any claims arising from Regulated Products (as defined below); and/or (iii) violation of programmatic vendor’s policies and procedures.
   3. Regulated Products. For purposes of this Agreement, "Regulated Products" means any raw materials, ingredients, pharmaceuticals, fabricated devices, manufactured goods, media, health, finance, identification records, or other goods and services requiring local, state, or federal regulatory compliance.
   4. Duty to Defend. Advertiser shall defend at its own expense any claim instituted by any person or entity against a Publisher Indemnitee resulting from a claim covered by Section 9.1 or 9.2. The Publisher Indemnitee(s) will have the right, at its or their option, to defend such litigation jointly with Advertiser. Advertiser may not agree to any settlement that imposes any obligation or liability on a Publisher Indemnitee without such indemnitee’s prior written consent.
10. Limitation of Liability. EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Agencies. If Advertiser is using an advertising agency in connection with this Agreement, Advertiser and such agency (the "Agency") shall be jointly and severally liable for compliance with the terms of this Agreement and any Order. Publisher may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against Advertiser or Agency or both without any requirement of first seeking a remedy from one or the other. This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or Advertiser. Advertiser and Agency further agree that Publisher does not and will not accept orders or space reservations claiming sequential liability. The person or entity signing this Agreement on behalf of Advertiser warrants that such person or entity is duly authorized and has the full power to bind Advertiser to this Agreement and agrees to indemnify and hold Publisher, and their subsidiaries and affiliated companies, and all of their respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attorneys’ fees) arising out of a breach of the foregoing warranty. Advertiser shall be solely responsible for any commission or other payment due to Agency.
12. Miscellaneous.
    1. Waiver/Severability. The waiver or breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of the same or any other term or condition. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.
    2. Assignment. Advertiser may not assign any of its rights and/or obligations hereunder or this Agreement without Publisher’s prior written consent. Publisher shall have the right to assign, delegate or transfer, its rights and obligations, under this Agreement, in whole or in part. Publisher shall provide written notice to Advertiser of any such assignment.
    3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
    4. Waiver of Jury Trial. Each party specifically waives any right to trial by jury in any court with respect to any claim against the other arising out of or connected in any way to this Agreement.
    5. Force Majeure. Neither party will be liable to the other party for delays and/or defaults in its performance or commitments under this Agreement due to causes beyond its reasonable control and without its fault or negligence, including but not limited to acts of God or of the public enemy, fire or explosion, flood, earthquake, actions of the elements, war, riots, embargoes, quarantine, strikes, lockouts, disputes with workers or other labor disturbances, or acts or requests of any governmental authority; and additionally, Publisher shall not be responsible for any failures or damages resulting from facts and circumstances beyond publishers’ control, including but not limited to service or delivery issues with Distribution Networks.
    6. Third Party Beneficiaries. The disclaimers and limitations of liability made by Publisher, and the representations and warranties made by Advertiser in this Agreement shall apply to Publisher’s vendors, as intended third party beneficiaries of this Agreement.
    7. Entire Agreement. This Agreement, including any Addendum or Order(s), is the entire agreement of the parties regarding the provision of the Services and supersedes any and all prior written or oral agreements between the parties related to the subject matter hereof. This Agreement may not be modified except in a writing signed by both parties. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THOSE ASSERTED BY AN ADVERTISER, THESE TERMS SHALL CONTROL.

Print and Online Advertising Terms and Conditions If Advertiser is purchasing( i ) print advertising ("Print Ads" ) for display in Publisher 's newspaper property(ies) (each a "Newspaper"), or (ii) online display advertising ("Digital Ads" and collectively with Print Ads, "Ads") for distribution on Publisher's digital media property(ies)(e.g., Publisher 's website(s), Publisher's tablet or mobile applications, digital display ads associated with the eNewspaper of Publisher 's newspaper, etc.) specified in the applicable Order (each a "Digital Property"), then the additional terms and conditions set forth in this Addendum A will apply to each Order submitted for such Advertising Services.

1. Rates. Advertiser's purchase of Ads for display in the Newspapers, or on the Digital Properties will be billed at Publisher's Standard Rates. Publisher reserves the right to modify its rates and fees, including increasing its Standard Rates, at any time and from time to time. Publisher will provide Advertiser with at least 30 days' prior written notice of any rate increase. Ad Processing fees also apply to print and digital display advertising and will be assessed based upon the total number of invoiceable Print Ads or Digital Ads. The fees are assessed each calendar month per account and vary between $25 and $150. Publisher reserves the right to modify these fees at any time.
2. Delivery.
   1. Deadlines. Advertiser will provide Publisher all applicable Ads by Publisher's standard deadline (as designated by Publisher), in a format suitable for display in the Newspaper(s) or on the applicable Digital Property(ies), as applicable, via a transmission method mutually agreed upon by the parties. Advertiser shall have the right to change any Ads(s) after submission, provided that it submits any such changes to Publisher no later than Publisher's standard deadline (as designated by Publisher). Advertiser shall pay all expenses connected with the delivery of the Ad(s) to Publisher. Changes to any Ads after first publication may result in additional charges, which will be disclosed to Advertiser in advance.
   2. Submission of Advertising Materials. Unless otherwise agreed to by the parties in writing, Advertiser will provide all creative services and necessary text, data, images, illustrations or graphics and/or other materials with respect to the Ads(s). Advertiser will submit the Ad(s) in accordance with the applicable Publisher policies in effect from time to time, including policies regarding artwork specifications, format and submission deadlines.
3. Ad Serving. Advertiser grants to Publisher a license to (a) display Advertiser's Ads on the Distribution Network; and (b) modify, copy, reformat, transmit and otherwise manipulate the Ads in connection with such display. Advertisements will be served in accordance with one of the following options:
   1. By Publisher. If Publisher will be responsible for serving the Digital Ads through its own ad servers, then Publisher will track delivery of the Digital Ads through such servers. The parties agree that Publisher's final impression measurements will be used to determine the fees due under this Agreement.
   2. By a Third Party. If a third party ("Third Party") will be responsible for serving the Digital Ads through such Third Party's ad server, and such Third Party will track delivery of the Digital Ads through its server, the Third Party's final audited impression measurements will be used to determine the fees due under this Agreement. If the parties agree to use a Third Party ad server, Advertiser agrees to provide Publisher with a user login name and password to access the Third Party's impression measurements for purposes of verification of such measurements.
4. Invoices. Publisher agrees that invoices covering the delivery of Ads hereunder will contain: (a) the dates upon which Advertiser's Ads were displayed in the Newspapers and/or the Digital Properties, and, if applicable, dates upon which the Ads could be accessed on the Digital Properties, (b) where applicable, the number of impressions, reported during such dates, and (c) the charge to Advertiser. The invoice shall serve as Publisher's certificate of performance.
5. Short Rating. Advertiser acknowledges and agrees that, if Advertiser has made a minimum revenue or advertising volume commitment for a fixed term and received a rate reduction from Publisher in exchange for that commitment, Publisher in its discretion may impose its Standard Rates instead of the reduced rates should Advertiser fall materially short of its commitment.
6. Cancellation.
   1. Cancellation of Print Ads. Cancellations will not be accepted for Print Ads after the Publisher's standard closing time, as designated by Publisher. Advertiser will be responsible for payment for any production or creative services provided by Publisher regardless of the cancellation of any Print Ads.
   2. Cancellation of Digital Ads.
      1. Cancellation Prior to Initial Distribution. At any time prior to the serving of the first impression of a Digital Ad on a Digital Property under this Agreement, Advertiser may cancel an online advertising campaign on thirty (30) days prior written notice to Publisher.
      2. Cancellation After Initial Distribution. Once the first impression of a Digital Ad has been served on any Digital Property, Advertiser may cancel an online advertising campaign by giving Publisher written notice of such cancellation, which cancellation will be deemed effective on the later of: (i) thirty (30) days after serving of the first impression of the applicable campaign; or (ii) fourteen (14) days after providing Publisher with such notice. If Advertiser exercises its right to cancel under this paragraph, Advertiser will be responsible for all fees that accrue prior to the cancellation date.
7. Reservation of Rights. Publisher may reject, remove or cancel any Ad, space reservation or position commitment at any time in its sole discretion. Publisher also may edit, reject or remove from its Newspaper(s) and/or Digital Property(ies), at any time, any Ad or other material submitted by Advertiser or its Agency, or place the Ad in any Publisher advertising classification or section that Publisher deems appropriate. Publisher also shall have full latitude with respect to positioning all advertisements in the Newspapers; provided, however, that Publisher will use its reasonable efforts to accommodate Advertiser's positioning requests.
8. Responsibility for Advertisements.
   1. Technical Quality; Typographical Errors; Incorrect Insertions or Omissions. Publisher is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for display on the Digital Property(ies). This Agreement cannot be invalidated, and neither will Publisher be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Advertiser Content displayed, published or omitted from display or publication, pursuant to this Agreement.
   2. Failure to Display Advertiser Content. Publisher Properties are not required to display any Advertiser Content or other material for the benefit of any person or entity other than Advertiser. If there is an interruption or omission of the publication of any Advertiser Content or other material contracted to be published hereunder, Publisher may suggest a substitute time period for the publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position in the Newspaper(s) or on the Digital Property(ies), as determined by Publisher. Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser's good faith business judgment, Publisher shall provide a "make good" in the form of a reduction in the amount of fees due to Publisher (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser's sole and exclusive remedy for any failure to display Ads or other advertising material and Publisher shall have no further liability hereunder for such failure.
   3. Removal or Change of Content. Publisher, in its sole discretion, may remove or revise its Newspaper(s) and/or Digital Property(ies), including the Newspapers' and/or Digital Properties' content, nature, design, and/or organization, during the term of this Agreement. If any such revision materially alters the value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of such revisions. If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation. Such cancellation shall be Advertiser's sole and exclusive remedy and Publisher shall have no further liability whatsoever.
9. Pre-Print Policy. All pre-prints must conform to the Publisher's standard pre-print specifications and recommended waste calculations, which will be provided by each Publisher. Inserts must be delivered to the Publisher at least 10 days in advance of distribution date. The Publisher will invoice pre-print billing quantities based on copies actually distributed (i.e., home delivery net sales, single copy total draw, and other circulation). Advertiser agrees to be billed the ordered distribution in the event that out of specification inserts are received.
10. Pay for Performance / Lead Generation. This section applies to an Advertisement in the Publication or on the Publication's website which include a designated phone number or a tracking code or a click through from the Publication's Site to the Advertiser by which Publication and Advertiser can track and verify readers to respond to and offer in the Advertisement. Any specific qualifications for the lead shall be included in the Order. Publication shall have the right to audit the Advertiser's records to confirm the number of qualified leads generated by the Advertisement. Publication shall be provided with access to the call tracking records and other records maintained by Advertiser. Publication shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Order. Only unused print and digital inventory will be available for the Advertisements. The frequency, location, and placement of the Advertisements shall be determined by Publisher, in its sole discretion.

BRANDED CONTENT (Native Advertising) Statement of Work

This section applies if the campaign(s) described in the Agreement contemplate that Publisher will distribute Branded Content (aka "Native Advertising") campaigns on behalf of Advertiser. Branded Content can include short-form content or long-form content, videos, or social media posts that is published on Publisher's print and/or digital platforms and that is either (i) created by or on behalf of Publisher, at Advertiser's direction, for the purpose of enabling Publisher to run a contextually relevant advertisement on behalf of Advertiser ("Publisher Branded Content"), or (ii) is created or provided by Advertiser or its designee for placement by Publisher in or on its print or digital properties specified herein ("Advertiser Branded Content"). Advertiser, in its sole discretion, will have the right to approve any Publisher Branded Content prior to publication or distribution by Publisher in connection with the campaign described herein, and Publisher, in its sole discretion, will have the right to approve any Advertiser Branded Content prior to publication or distribution by Publisher in connection with such campaign. For clarity, Publisher will not be obligated to publish, via any platform, any Advertiser Branded Content that Publisher determines, in its sole discretion, does not meet Publisher's content guidelines or is otherwise inappropriate for publication. In addition, Publisher reserves the right, in its sole discretion, to include labels in, on and/or around any Branded Content published on behalf of Advertiser hereunder that indicate that the applicable Branded Content was paid for and/or provided by Advertiser.

1. Content Distribution. Publisher has a tiered distribution strategy to reach readers in multiple ways on desktop and mobile:
   1. Editorial tiles on the homepage and section fronts throughout the promotional flight for each content piece.
   2. In-line article placements and run-of site display promotional units will run throughout the promotional flight.
   3. Promotion includes a thumbnail image and headline that drives readers to the Native Advertising. Publisher's team will create versions based on the approved Branded Content.
2. Social. Recognizing the importance of social media in Branded Content campaign, the Publisher has a dedicated social media expert in-house who will manage all of Advertiser's social activity. Publisher will deliver social extensions for Advertiser's Branded Content across Facebook. Publisher can review social Key Performance Indicators (KPI's) specific for Advertiser.
3. Campaign Management.
   1. Targeted promotions & dynamic optimization. To drive audience engagement across all pieces of content, Publisher will have a measurement plan in place that includes real time analytics managed through your dedicated program manager. The program manager will seek to dynamically optimize all promotional tactics in real time toward the best possible performing placements across desktop and mobile. All promotional placements will run in relevant content sections (aside from homepage and section fronts) to drive reader response
   2. Reporting. Publisher will provide content and social reporting.
4. Use of Branded Content by Advertiser.
   1. Advertiser may distribute the Branded Content (including videos if applicable) on the below channels as long as there is either attribution (which will be provided by Publisher) or a link back to the Branded Content. If there is a link to the Branded Content attribution is not required. Headlines and images that link back to Publisher do not require attribution. Only when the Branded Content is hosted in its entirety by Advertiser, Advertiser must provide attribution.
   2. Branded Content can only be hosted in its entirety after the first 30-days, and thereafter may be used on any Advertiser digital owned asset (website, emails, Advertiser app); any non-owned platform where Advertiser has a presence (i.e., Facebook, Instagram, Twitter, social media sites, etc.); as part of the content in its advertising brand media campaign.
   3. Distribution of the Branded Content (including videos) by Advertiser, is subject to the following conditions:
      • Branded Content (including videos) shall be distributed and/or displayed without any edits or modifications; and
      • Advertiser cannot attribute the Branded Content to USA TODAY or imply that the editorial or news staff of USA TODAY was involved in the creation of the articles or video. Advertiser can attribute the Branded Content to "GET Creative, a division of USA TODAY".
5. Labeling. Publisher's label for custom content work is "Story From" which will be included in articles, listicles, video, infographics, interactives, promotional units, and social media.
6. Cancellation Prior to Initial Campaign Launch Date. Up to thirty (30) days prior to the first date of the campaign, Advertiser may cancel the campaign, with prior written notice to Publisher. Should the Advertiser cancel, it shall pay for any fees and costs associated with the Services completed up to the point of cancellation, and all non-cancellable costs and fees which are owed for third party contracts which cannot be cancelled.
7. Publicity. Advertiser agrees that Publisher may include Advertiser's name (including any trade name, trademark, service mark and logo) and any content produced by Publisher for Advertiser in case studies and for marketing purposes.
8. FTC Guidelines. Publisher and Advertiser shall each comply with all applicable laws, rules and regulations, including without limitation the FTC's Guides Concerning Endorsements and Testimonials and the FTC's Enforcement Policy for Native Advertising.
9. Cancellation of Branded Content Campaign. If Advertiser cancels prior to the start date of the campaign, Advertiser shall be obligated to pay for any fees and costs incurred associated with the Services which have been completed up to the point of cancellation, plus non-cancellable costs and fees which are owed for third party contracts which cannot be cancelled

GET Creative

1. GET Creative Services, include the following:

1.1 Assigned Creative Director. Your campaign will include an assigned Creative Director who will partner closely with you and your team to understand your brand needs and turn them into compelling brand stories

1.2 Assigned Account Manager. Your campaign will include a dedicated Account Manager to oversee the execution of all deliverables to fulfillment. The Account Manager will set up regular meetings (as needed) to discuss the status of all elements throughout the duration of the campaign.

1.3 Timelines. GET Creative will provide detailed timelines of each deliverable at the start of the campaign. These timelines will vary based on the deliverable type and client review times. All deliverables will be provided for client review and approval. Client will receive up to two rounds of revisions for each deliverable.

1.4 Reporting. GET Creative will provide reporting on monthly basis.

2. Get Creative Intellectual Property: Client Content and Licensed Images. Any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information provided by Client ("Client Content") will remain the property of the Client and will be returned upon request, or no more than ten (10) days from the termination of Client's Marketing Services. Excluding Branded Content, if any, the results of any and all work performed by GET Creative for Client including original creative work, will be property of Client to the extent GET Creative has ownership of or applicable licenses to such content, such that it can transfer ownership or license such creative content to Client, provided that (i) GET Creative shall retain ownership of the design elements of such content, excluding any of Client's trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content, and (ii) Client shall receive only the license rights with respect to Licensed Images.

If and to the extent GET Creative provides any licensed graphics images, other than Client Materials in any of the resulting work product from the Marketing Services ("Licensed Images"), Client shall receive a limited, revocable license to use each such Licensed Image solely in the context of the resulting work product of the Marketing Services performed by GET Creative and may not otherwise copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display or otherwise distribute, assign, sublicense or transfer any rights in the Licensed Images in any way. Specific Licensed Images may be subject to additional restrictions or requirements, including disclaimers or attribution, or may require additional cost for sensitive uses that cast subjects in an unflattering manner that will be communicated to Client by GET Creative. Client further acknowledges and agrees that its rights in any Licensed Image are revocable, and GET Creative may withdraw such license(s) to any particular Licensed Image at any time, provided further, that so long as you continue to receive Marketing Services, GET Creative shall endeavor to replace any Licensed Image with a similar Licensed Image at no additional cost.

3. Publicity. Advertiser agrees that Publisher may include Advertiser's name (including any trade name, trademark, service mark and logo) and any creative produced by Publisher for Advertiser in case studies and for marketing purposes.

Event Sponsorship

If Advertiser is purchasing a Sponsorship of or receiving benefits in connection with a Publisher Event, as specified in the applicable Order, the terms and conditions below shall apply.

1. Cancellations. Sponsorship Fees (i.e., the amount listed in the Order) are non-refundable. Advertiser may not cancel or terminate its sponsorship. If an Event is cancelled by the Publisher and not rescheduled, the Advertiser may receive a refund of a portion of its Sponsorship Fee. The amount refunded will be determined after deducting (i) any non-refundable costs and expenses associated with the Event and (ii) any promotional advertising for the Event that has already been published or displayed. Any trade or complimentary advertising included in the Sponsorship Fee shall be forfeited.

2. Content and Creative. Publisher shall be solely responsible for creating all promotional materials (print and digital), signage, or program(s) for the Event or the Program. Advertiser shall be identified as a promotional sponsor of the Event or Program in the promotional materials, signage and program book (if applicable). Publisher has sole discretion to determine the volume, frequency, number of impressions of any advertising for the Event, placement of advertising (print and/or digital) and positioning of Advertiser's name. Publisher has sole discretion to determine if any radio, TV or billboard advertising will be provided.

3. Limit of Liability. Publisher is not liable for any interruption, error or omission regarding any advertising (print, online, or other media). Publisher is not liable for cancellation or rescheduling of an Event, due to unavailability of the venue where the Event is being held or due to circumstances beyond its control.

4. Advertising Value. The advertising value being provided to Advertiser shall apply solely to advertising and promoting the Event. Unused advertising will expire on the expiration date the sponsorship and will be forfeited. Advertising value cannot be bartered, sold, transferred to, or used, in whole or in part, by any third party. The advertising value may not be used to fulfill any other advertising commitment between Advertiser and Publisher.

5. Renewal Option. If the Sponsorship is for an annual Event, program, product, or service, the parties must agree in writing upon the terms of the renewal at least thirty (30) days prior to the end of the current Sponsorship. The renewal terms shall be stated in a new Order.

6. Insurance. If the Sponsorship includes the Advertiser attending the Event (as exhibitor or vendor) to market its products and services, the Advertiser shall maintain insurance issued by a company reasonably acceptable to Publisher, for the following insurance: (i) commercial general liability insurance, including coverage for property damage, personal injury, or death in an amount of not less than One Million Dollars ($1,000,000) per occurrence; (ii) automobile liability insurance in an amount of not less than One Million Dollars ($1,000,000) per occurrence; (iii) worker's compensation insurance in amounts as statutorily required; (iv) product liability insurance in an amount of not less than $1,000,000 per occurrence for bodily injury, illness, and property damage combined; and (v) professional liability insurance in amount of not less than One Million Dollars ($1,000,000) per occurrence. A copy of the certificate(s) of insurance, naming the Publisher, Gannett Co., Inc., and its subsidiaries and affiliates as additional insureds, shall be provided to Publisher prior to the Event.

7. Publicity. Any press releases or public announcements regarding the Sponsorship which will include Publisher's name, are subject to Publisher's prior review and approval. Such approval may be granted or denied in Publisher's sole discretion.