TERMS AND CONDITIONS

REGARDING WOODBERRY & ASSOCIATES GLOBAL CONSULTING & DEVELOPMENT SERVICES INC.’s PRINT MAGAZINE PUBLICATION (“MAGAZINES”), WEBSITES (“WEBSITE”) AND MOBILE APPLICATIONS AND DIGITAL MAGAZINES (“APPS”) FOR MILLENNIUM MAGAZINE.

A. Millennium Magazine’s Right to Reject, Cancel or Terminate Orders
Millennium Magazine 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, displayed, performed or transmitted (collectively referred to herein as “Published” or “Publish”), including, but not limited to, for reasons relating to the content of the advertisement or any technology associated with the advertisement. In the event of such cancellation or rejection by Millennium Magazine, advertising already run shall be paid for at the rate that would apply if the entire order were Published and no short rate will apply.

In addition, Millennium Magazine reserves the right to (i) remove from selected copies of its Magazines and Apps advertisements containing matter that subscribers have deemed objectionable; and (ii) implement blocking technology (including geo-blocking technology) in connection with its Websites and Apps.

Millennium Magazine, at its absolute discretion, may terminate its relationship with Advertiser and/or Agency for the breach of any of the terms hereof, including without limitation a breach based on the failure on the part of either Advertiser or Agency to pay each bill by its due date. Should Millennium Magazine terminate its relationship with Advertiser and/or Agency, a short-rate may apply and all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Millennium Magazine may, in addition to its other remedies, (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with Millennium Magazine on behalf of Advertiser or any other client, and/or (b) refuse to Publish any or all of Advertiser’s advertising.

B. Advertiser’s Failure to Run Advertising/Short-Rate
All agreements for advertising frequency discounts require that the specified number of advertisements be Published within a specified period and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have Published and paid for the specified number of advertisements, or if at any time Millennium Magazine in its reasonable judgment determines that Advertiser is not likely to Publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously Published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse Millennium Magazine for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually Published and paid for) within 30 days of invoice therefore and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Millennium Magazine in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program. Advertising credits (for any earned advertising frequency discount adjustments for advertising run in excess of specified schedule) will only be earned if all advertising is paid for by the due date. Advertising credits must be used by the Advertiser within six months after the end of the period in which they were earned. Unused advertising credits will expire six months after the end of the period in which they were earned.

C. Restrictions on Advertiser’s Ability to Cancel Advertising Orders
Orders for inside or outside cover pages are non-cancelable. Options on cover positions must be exercised at least 30 days prior to four-color closing date. If an order is not received by such date, the cover option automatically lapses. Orders for all inside advertising units are non-cancelable less than 15 days prior to closing date. Orders for furnished inserts are non-cancelable less than 15 days prior to closing date. Orders for all Millennium Magazine-produced inserts are non-cancelable. If, however, Millennium Magazine agrees to cancel an existing order, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, paper and/or printing.

D. Advertising Positioning at Millennium’s Discretion
Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and Published but such restrictions or specifications are at Millennium Magazine’s sole discretion.

E. Labeling of Advertisements
Advertisements that simulate editorial content must be clearly identified and labeled “ADVERTISEMENT” or “PROMOTION” or “SPECIAL ADVERTISING SECTION” at the top of the advertisement, and Millennium Magazine may, in its discretion, so label such copy.

F. CAN-SPAM
Advertiser and Agency understand that advertisements and/or other commercial messages sent on its behalf by Millennium Magazine via electronic mail may be governed by federal, state and local laws, rules and regulations, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any acts related thereto, and including the interpretations thereof by the FTC or other governmental authorities (collectively, the “CAN-SPAM Act”) and state “Do Not E-mail” registries. Advertiser agrees to comply with all such applicable laws, rules and regulations. Without limiting the generality of the foregoing, Advertiser shall fulfill all obligations of a “Sender” as specified in the CAN-SPAM Act, unless Millennium Magazine agrees in writing to be designated as the “Sender”. In either case, Advertiser agrees to comply with Millennium Magazine’s policies intended to comply with the CAN-SPAM Act.

G. Inserts
An accurate copy of any furnished insert must be submitted to Millennium Magazine for review prior to the printing of the insert. Millennium Magazine’s review and/or approval of such copy does not release or relinquish Advertiser/Agency from its responsibilities hereunder. Millennium Magazine is not responsible for errors or omissions in, or the production quality of, furnished inserts. Advertiser and/or Agency shall be responsible for any additional charges incurred by Millennium Magazine arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to Millennium Magazine’s specifications. In the event that Millennium Magazine is unable to publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall remain liable for the space cost of such insert.

H. Errors in or Omissions of Advertisements
In the event of Millennium Magazine’s errors in or omissions of any advertisement(s), Millennium Magazine’s liability shall be limited to a credit of the amount paid attributable to the space of the error (in no event shall such credit exceed the total amount paid to Millennium Magazine for the advertisement), and Millennium Magazine shall have no liability unless the error/omission is brought to the Millennium Magazine’s attention no later than 15 days after the advertisement is first Published. However, if a copy of the advertisement was provided or reviewed by Advertiser, Millennium Magazine shall have no liability. In no event will Millennium Magazine have any liability for errors or omissions caused by force majeure or errors in key numbers, nor will Millennium Magazine have any liability for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like.

I. Trademarks
The titles and logos of the Magazines, Websites and Apps Published or used by Woodberry & Associates are registered and/or pending trademarks, service marks; and/or trademarks protected under common laws. Neither the titles nor the logos may be used without the express written permission of by Woodberry & Associates.

J. Warranties; Indemnification
Advertiser and its Agency, if there be one, each represent and warrant that: (i) Advertiser’s websites, mobile sites, applications, and/or similar services that are associated with advertising purchased under an IO shall contain all necessary consumer disclosures required by applicable federal, state and local laws, rules and regulations, including, but not limited to, an accurate privacy policy (and Advertiser shall not violate the terms of such disclosures); and (ii) any advertising or other material (including product samples) submitted by Advertiser or Agency complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Advertiser understands that the national edition(s) of Millennium Magazine’s Magazine is distributed primarily in North America, with incidental distribution throughout the world.) As part of the consideration to induce Millennium Magazine to Publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Millennium Magazine, and its employees and representatives, against any and all liability, loss, damage, and expense of any nature, including attorneys’ fees (collectively, “Losses”) arising out of any actual or potential claims for libel, invasion of privacy, harm, copyright, patent, or trademark infringement, and/or any other actual or potential claims or suits that may arise out of (a) the copying, printing, publishing, displaying, performing, distributing or transmitting of such advertisement; (b) any violation of the CAN-SPAM Act or other laws relating to Advertiser’s advertisements, including, but not limited to, commercial messages e-mailed on Advertiser’s behalf by Millennium Magazine; (c) the loss, theft, use, or misuse of any credit/debit card or other payment, financial, or personal information; (d) the products and/or services promoted, sold, presented and/or contained in Advertiser’s advertisements; and/or (e) a breach or alleged breach of its covenants, warranties and obligations under these advertising rate card contract terms and conditions. If Millennium Magazine participated in the creation of an advertisement, Millennium Magazine will indemnify Advertiser in connection with potential claims only to the extent it has agreed to do so in writing.

K. Responsibility for Payment of Advertising Bills
In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Advertiser authorizes Millennium Magazine, 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. Any bill tendered by Millennium Magazine shall constitute an account stated unless written objection thereto is received by Millennium Magazine within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Millennium Magazine. The rights of Millennium Magazine shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Millennium Magazine for its costs and attorneys’ fees in collecting any unpaid advertising charges. Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Advertiser’s behalf with the understanding that Agency may be paid a commission.

L. No Assignment of Advertising
Advertiser and its 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 Millennium Magazine, nor may Advertiser or Agency authorize any others to use any advertising space.

M. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements Published, may, at Millennium Magazine’s option, be republished, re-performed, retransmitted or otherwise reused by Millennium Magazine or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement created by Millennium Magazine is owned by Millennium Magazine and may not be otherwise used by Advertiser or third parties without Millennium Magazine’s prior written consent.

N. Advertising Rates
Millennium Magazine’s Magazine and App rates contained in advertising orders that vary from the rates listed herein shall not be binding on Millennium Magazine and the advertisements ordered may be inserted and charged for at the actual schedule of rates herein. Millennium Magazine’s Magazine and App rates and units of space are effective with the September 2012 issue. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Advertising in issues thereafter will be at the rates then prevailing. Millennium Magazine’s Website rates contained in advertising orders that vary from the rates established by Website for Advertiser shall not be binding on Website and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Announcement of any changes in Website’s rates will be made thirty (30) days in advance of the first advertisements affected by such new rates. Advertisements Published thereafter will be at the Website’s rates then prevailing.

O. Rate Base Guarantees
Rate base guarantees are made on an annual twelve month average.

P. Terms of Sale
An agency commission of 15% will be allowed for recognized agencies. Payment is due thirty (30) days from the date of invoice. All advertising production fees (if any) shall be billed and are immediately due in full within the first month of the advertising campaign. Interest may, at Millennium Magazine’s discretion, be charged at a rate of 5% per month on past due balances. Millennium Magazine may at its option require cash in advance with order or change payment terms.

Q. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Millennium Magazine relating to advertising must be brought in the state or federal courts in New York, New York. The parties hereby consent to the exclusive jurisdiction of the state or federal courts in New York, New York in connection with actions relating to advertising, including, but not limited to, actions to collect amounts due for advertising.

R. Entire Agreement
The foregoing terms and conditions (and the Additional Terms set forth below) shall govern the relationship between Millennium Magazine and Advertiser and/or Agency. Millennium Magazine has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or senior executive of Millennium Magazine, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Millennium Magazine. Failure by Millennium Magazine to enforce any of these provisions shall not be considered a waiver of such provision.

ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO MILLENNIUM MAGAZINE’S WEBSITES AND APPS

For the purpose of clarification, the terms and conditions set forth in Sections A through R above apply to all advertisements Published in Woodberry & Associate’s Magazines, Websites and Apps. In addition, the following terms and conditions (“Additional Terms”) shall apply to all advertisements Published on Millennium Magazine’s Websites and Apps as provided below. To the extent the Additional Terms directly conflict with or are inconsistent with Sections A through R above, the Additional Terms shall govern with respect to Millennium Magazine’s Websites and Apps.

S. Impression Guarantees and Calculations
Millennium Magazine makes no guarantee or representation as to the quantity and/or quality of visits, impressions, circulation, or other usage of Millennium Magazine’s Websites or Apps or of the advertisement, or as to the use of any particular tracking or information-gathering devices, unless Millennium Magazine expressly agrees otherwise in writing. In addition, all impressions and/or other measurements of advertisements for Millennium Magazine’s Websites and Apps shall be based solely on Millennium Magazine’s calculations for its Websites and Apps. Unless otherwise agreed to in writing by Millennium Magazine, Millennium Magazine will bill for the advertising on Millennium Magazine’s Websites based on such Websites’ own ad delivery numbers (“DFP numbers”); and, if applicable, Millennium Magazine has the right to bill for advertising in Millennium Magazine’s Apps based on its DFP numbers. In the event Millennium Magazine and Advertiser agree in writing that certain ads will be billed based on ad delivery numbers other than the applicable Website’s (and/or Apps’) own DFP numbers (i.e., third party numbers), Millennium Magazine will bill for such ads based on such third party numbers as long as the delivery discrepancy from third party numbers and DFP numbers is less than ten percent (10%). In the event that a difference of ten percent (10%) or more arises, both Millennium Magazine 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 or if Advertiser fails to provide its third party ad delivery numbers within ten (10) business days after the end of each month of its ad campaign, Millennium Magazine reserves the right to bill Agency/Advertiser at a delivery rate of ninety percent (90%) of DFP numbers. To the extent Millennium Magazine fails to provide Advertiser with the number of impressions guaranteed (if applicable) on its Websites or Apps, Millennium Magazine will provide as a sole remedy a make-good, by extending the order beyond the contracted advertising flight period until the remainder of the guaranteed impressions are delivered. For purposes of clarification, Advertisers 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).

T. Errors in or Omissions of Advertisements
In the event of Millennium Magazine’s errors in or omissions of any advertisement(s) on its Websites or Apps (including, but not limited to, errors or omissions involved in converting Advertiser’s ads into an App), Millennium Magazine’s sole liability shall be limited to a credit of the amount paid attributable to the space of the error (in no event shall such credit exceed the total amount paid to Millennium Magazine for the advertisement), and Millennium Magazine shall have no liability unless the error/omission is brought to the Millennium Magazine’s attention no later than 5 days after the advertisement is first Published. However, if a copy of the advertisement was provided or reviewed by Advertiser, Millennium Magazine shall have no liability. In the event of a suspension of Millennium Magazine’s Websites or Apps due to computer, software, or network malfunction, congestion, repair, strike, accidents, fire, flood or any other cause or contingencies or force majeure beyond the reasonable control of Millennium Magazine, it is agreed that such suspension shall not invalidate any advertising agreement but a) will give Millennium Magazine the option to cancel any advertising agreement, or if Millennium Magazine does not do so, b) upon resumption of Millennium Magazine’s Websites and/or Apps, the agreement shall be continued and Millennium Magazine will have no liability for any errors or omissions or any damages caused by such suspension. In no event will Millennium Magazine have any liability for errors in key numbers, nor will Millennium Magazine have any liability for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like.

U. Restrictions on Advertiser’s Ability to Cancel Advertising Orders
Orders for all advertising units on Millennium Magazine’s Websites are non-cancellable less than five (5) days prior to the start of advertising campaign. If, however, Millennium Magazine agrees to cancel an existing order for its Websites, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services.

V. Additional Advertiser Warranties; Indemnification
In addition to the warranties set forth in Section J above, Advertiser and its Agency, if there be one, each represent and warrant that: (i) any advertising or other material submitted by Advertiser or Agency for display on Millennium Magazine’s Websites or Apps, and any material to which the advertisement or other material links or refers, complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Advertiser understands that although the intended audience of Millennium Magazine’s Websites and Apps is primarily in North America, the Websites and certain Apps may be accessible throughout the world.); (ii) none of the advertisements or other materials provided to Millennium Magazine for display on its Websites or Apps cause the download or delivery of any software application, executable code, any virus or malicious or social engineering (e.g., phishing) code or features; and (iii) it will not conduct or undertake, or authorize any third party to conduct or undertake, any unlawful or improper actions in connection with the Websites or Apps, including, but not limited to, generating automated, fraudulent or otherwise invalid clicks or impressions on Millennium Magazine’s Websites or Apps. In addition to the indemnification obligations of Advertiser/Agency set forth in Section J above, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Millennium Magazine and its employees and representatives for Losses (as defined in Section J above) that may arise from or relate to: (a) the linkage of any advertisement on Millennium Magazine’s Websites or Apps to other material; or (b) a breach or alleged breach of Advertiser’s warranties set forth in this Section V.

W. Disclaimer
Millennium Magazine DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR NON INFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH THE DISPLAY, PERFORMANCE AND TRANSMISSION OF ADVERTISEMENTS ON MILLENNIUM MAGAZINE’S WEBSITES AND APPS. Without limiting the generality of the foregoing, Millennium Magazine disclaims all warranties and guarantees with respect to its Websites and Apps, including, without limitation, warranties and/or guarantees relating to: (a) the positioning or placement of advertisements on Millennium Magazine’s Websites or Apps, (b) the availability, uptime and delivery of any impressions or advertisements on any of Millennium Magazine’s Websites or Apps; (c) advertising results on the Websites and Apps; (d) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, etc. with respect to the Websites and Apps; and (e) the quantity, quality or frequency of clicks or click-through rates of advertisements on the Websites and Apps. Advertiser acknowledges that third parties other than Millennium Magazine may generate automated, fraudulent or otherwise invalid/improper impressions, conversions, inquiries, clicks or other actions on Advertiser’s advertisements displayed on Millennium Magazine’s Websites or Apps. As between Advertiser and Millennium Magazine, Advertiser accepts the risk of any such improper actions. Advertiser’s exclusive remedy for such suspected improper actions is for Advertiser to request a refund relating to its impacted advertisements in the form of advertising credits on the applicable Website or App within thirty (30) days from the end of the calendar month in which such advertisement is initially displayed on the applicable Website or App. Any advertising credit refunds in connection with the Advertiser’s aforementioned requests are within the sole discretion of Millennium Magazine.

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Millennium Magazine is a publication of Woodberry & Associates Global Consulting and Development Services, Inc.
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