Advertising Terms

Updated on April 30, 2019

Lonely Planet and Contracting Party agree as follows:

1. Definitions
The following words have the following meanings:

Advertisement / Advertising
means an advertisement or advertising to be displayed by Lonely Planet on the Website or in the Magazine pursuant to this agreement, whether provided wholly or partly or by a combination of Lonely Planet, the Client and/or the Agent.
Agency Discount
means the amount specified as the “Agency Discount” in an IO;
Agent
means the advertising agent shown on the IO;
Agreement
means the IO (including the Media Plan) and any accompanying SOW, the Technical Requirements, and these T&Cs;
Business Day
means a day that is not a Saturday, Sunday or any other day which is a public holiday in the place where an act is to be performed or a payment is to be made;
Campaign Period
means the period during which Advertising will be shown by Lonely Planet as specified under “Campaign Period Start” and “Campaign Period End” in an IO;
Client
means the entity set out as the client in the IO and any SOW;
Client Materials
means any copy, artwork, photographs or other material, including competition prizes, supplied by the Client or Contracting Party, whether as described in an SOW, or merely supplied to Lonely Planet, including any prizes to be provided to competition winner(s), of an appropriate standard for display or incorporation in Products produced pursuant to this Agreement;
Confidential Information
means any information relating to or disclosed by either party (or a Related Corporation of either party) to the other (or a Related Corporation of the other) which is in fact, is reasonably regarded as, or is marked as confidential or proprietary to the disclosing party. Confidential Information does not include information that is in the public domain (unless it entered the public domain through breach of confidentiality), is already known by the other party or Related Corporation of the other party at the date of this Agreement, is obtained lawfully from a third party without any breach of confidentiality or is independently developed by either party without any breach of confidentiality.
Contra
means the in-kind goods or services specified as “Contra” in the IO to be provided by Contracting Party in return for Lonely Planet’s performance of its obligations under this agreement;
Contracting Party
means the party contracting for supply of advertising as specified in the IO as the “Contracting Party”;
Contracting Party Default
means any failure or delay by Contracting Party in relation to clauses 2.1, 2.2, 2.3, 5.5, 5.6, 7.2, 8.1 and 11;
Codes
means any laws, codes, guidelines, rules or regulations regarding advertising or sponsorship as may be applicable to the Advertisement, the Custom Components, the Website, or the Magazine;
Custom Components
means all items listed under “Custom Components” in an IO and all items listed as a “Deliverable” in an SOW;
Custom Period
means the period between the Start Custom Period and End Custom Period dates as specified for each Custom Component on an IO or SOW.
Materials Date
means any date for delivery of Client Materials as specified in the Technical Requirements;
Insolvency Event
means in relation to a party, something that reasonably indicates that there is a significant risk that the party is or will become unable to pay its debts as they fall due or the party ceasing, or indicating that it is about to cease, carrying on business;
IO
means the page entitled "Insertion Order Cover & Signature Page" signed by both parties and agreed subject to these T&Cs;on
Lonely Planet
means the Lonely Planet entity or entities specified on an IO and any accompanying SOW;
Lonely Planet Property
means the Website and / or Magazine specified in an IO or SOW;
Loss
means all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses, penalties, claims, demands and liabilities directly suffered or incurred by a party;
Magazine
means the edition and issue of either the UK or USA Lonely Planet Traveller Magazine specified in an IO or SOW;
Media Plan
means the plan for Advertising set out under “Media Buy” in an IO;
Limited Run Advertisements
means non-standard and/or full-page Advertisements, non-standard fractionals (less than 1/3 page) and business reply cards published in the Magazine subject to an IO;
People
means the Related Corporations, directors, officers or employees of a party;
Permitted Location
means the location where Custom Components may be displayed or offered as listed under “Permitted Location” in an SOW or IO;
Permitted Use
means the purpose for which Custom Components may be used as listed under “Permitted Use” in an SOW or IO;
Production Services
means all services provided to the Contracting Party by Lonely Planet under this Agreement including any creative produced by Lonely Planet for an Advertisement and any services in respect of Custom Components set out in an SOW provided by Lonely Planet and agreed by Contracting Party;
Products
means the Custom Components and/or Advertising specified in an IO or SOW;
Related Corporation
means in relation to a party, another company that is: a holding company or subsidiary of the party; a subsidiary of a holding party of the party; or under common control with the party;
SOW
means a detailed statement of work agreed by the parties subject to an IO and these T&Cs, setting out a detailed description of Production Services to be performed, details of Custom Components, including any specifications, production schedule and delivery dates for all Custom Components, the Permitted Uses and Permitted Locations for all Custom Components;
T&Cs
means these Lonely Planet Advertising and Custom Terms and Conditions;
Technical Requirements
means the technical specifications for Client Materials to be delivered by Contracting Party to Lonely Planet or, if relevant, the prize winner(s) as set out in an SOW or IO or otherwise communicated by Lonely Planet to the Contracting Party;
Total Cost
means the total amount payable to Lonely Planet in respect of Advertising, Production Services and Custom Components under this Agreement as set out in the relevant IO; and
Website
means website(s) specified in an IO or SOW (including, where specified, www.lonelyplanet.com and www.budgettravel.com).

 

2. Provision of Client Materials
2.1 Client Materials must be delivered in accordance with the Technical Requirements. If Contracting Party fails to deliver the Client Materials by the Materials Date, Lonely Planet may elect to do one of the following:
a. give Contracting Party a reasonable opportunity to correct the failure and Contracting Party accepts that Lonely Planets obligation to display or deliver the Products will be reduced pro-rata to the Contracting Party’s delay in delivery; or
b. where the Client Materials includes a prize and the winner does not receive the prize within a reasonable time of the competition closing date, Lonely Planet will provide the winner with the prize as described in the competition terms and conditions or equivalent and will invoice the Contracting Party to recover any extra expenses incurred (as set out in clause 2.2 below).

2.2  Lonely Planet is not obliged to accept Client Materials delivered late and will charge the Contracting Party for any extra expenses, fees or other costs it incurs as a result of of the circumstances as set out in clause 2.1 above.

2.3 The Contracting Party will cooperate with Lonely Planet to enable the Products to be produced as economically, efficiently and promptly as possible. Lonely Planet agrees to consult with the Contracting Party in relation to the Products.
2.4 Lonely Planet shall retain sole editorial control over the Products (including the Client Materials as incorporated in any Products), the Website and the Magazine.

2.5 Lonely Planet will not be liable for any loss or damage to the Client Materials. Client Materials may be destroyed by Lonely Planet if not used for a period of six (6) months. Return of Client Materials will be at the request and expense of the Contracting Party.

3. Approval of Advertising
3.1 Advertising will only be displayed on or published in the Lonely Planet Property if (a) it is approved by Lonely Planet; b) space is available in the Lonely Planet Property; and c) the Advertisement is delivered in accordance with this Agreement.

3.2 Despite any approval given or Production Services performed by Lonely Planet, Contracting Party remains liable for all Advertising. If Lonely Planet does not approve an Advertisement Lonely Planet may, in its sole discretion, either:

a. notify the Contracting Party of the reason for rejecting the Advertisement and the Contracting Party will promptly resubmit a new version of the Advertisement or relevant Client Materials modified in accordance with any directions from Lonely Planet; or

b. edit the Advertisement; or

c. refuse to transmit or publish the Advertisement or part thereof.

3.3 If Advertisement links to another site, the Contracting Party must maintain the link and is responsible for the content of such linked site.

3.4 Advertisements simulating Lonely Planet editorial content in appearance or style that are not immediately identifiable as Advertisements will not be accepted. Lonely Planet may require Advertising to be labelled ‘Advertisement’ in its discretion.

4. Display of Advertising

4.1 Lonely Planet will endeavour to display or publish the Advertisement during the Campaign Period in accordance with the terms of the IO and the terms of this Agreement.

4.2 Subject to clause 4.3 below, if the Advertisement is not displayed or published as agreed for reasons other than Contracting Party Default or cancellation by Contracting Party, Lonely Planet will endeavour to display it at some other reasonably equivalent time and the Contracting Party shall not have any claim against Lonely Planet in respect of a change.

4.3 Provided that this Agreement does not require any exchange of Contra then, if Lonely Planet does not transmit, display or publish the Advertisement at any such reasonably equivalent time within three (3) months of the end of the Campaign Period, the Contracting Party will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of publications or impressions or spots actually transmitted.

4.4 Where Lonely Planet’s campaign report shows that publication of the Advertisement or the service of impressions, plays, or other performance criteria relating to the Advertisement have taken place, Lonely Planet’s campaign report will be conclusive evidence of the same. For clarity, a "play" will be deemed to have taken place if an Advertisement is launched by a user, regardless of whether the Advertisement is transmitted in full.

5. Publication of Advertising in the Magazine

5.1 Positions specified in an IO for Advertising in the Magazine (other than Magazine cover positions specified in an IO) are not guaranteed. Lonely Planet will decide positioning of all Advertising in its sole discretion. The Total Cost will remain payable whether or not the Advertising is published in the position specified in the IO.

5.2 Lonely Planet will not be responsible for any delay or failure to print, publish or circulate any edition of the Magazine in which the Advertisement is contained where failure results from any cause or condition that is beyond Lonely Planet’s reasonable control and that Lonely Planet is unable to overcome by exercising reasonable diligence.

5.3 Where an IO specifies that an Advertisement qualifies as a Full-Run Advertisement, the Advertisement will automatically appear in the digital edition of the Magazine, unless the Contracting Party opts-out of digital advertising in writing prior to the Closing Date. By opting-out of the digital advertising, the Contracting Party is opting-out of all devices and platforms. Where the Contracting Party opts-out of digital advertising or the Advertisement does not otherwise qualify as a Full-Run Advertisement, the Contracting Party will not be entitled to Full-Run benefits such as premium placement.

5.4 Lonely Planet will determine whether or not Limited Run Advertisements run in the digital edition of the Magazine in its sole discretion. Contracting Party acknowledges and agrees that where Lonely Planet decides to place the Advertisement in a digital edition, placement and size may differ from placement in the print version.

5.5 Advertisements in digital editions of the Magazine may be viewed in one of three formats; (i) a ‘straight from print’ advertising format (“Print Format>”); (ii) a ‘designed for tablet’ advertising format (“Tablet Format>>”); or (iii) an ‘enhanced for tablet’ advertising format where the Advertisement has added enhancements and bonus content (“Enhanced Format”), depending on the device on which the Magazine is viewed.

5.6 Advertising running in Print Format or Tablet Format, will automatically run in the Print Format version of the Magazine, unless otherwise indicated in the IO and approved by Lonely Planet prior to the Closing Date. Tablet Format and Enhanced Format Advertising may not be available on all platforms or devices.

5.7 Where a URL exists in an Advertisement in either Print Format or Tablet Format, the URL will be automatically activated unless otherwise specified in the IO. Where there are multiple URLs, Lonely Planet will activate the Contracting Party’s main URL only unless otherwise notified in the Order.

6. Production Services and Custom Components

6.1 Other than Contracting Party Default or delays caused by events outside Lonely Planet’s control, Lonely Planet will provide Production Services on time.

6.2 If the scope of the Production Services changes, Lonely Planet may increase or decrease the fees accordingly and Contracting Party agrees to pay revised fees in accordance with this Agreement.

6.3 Contracting Party acknowledges and agrees that all intellectual property in and to anything created by Lonely Planet in the course of providing Production Services to the Contracting Party is owned on creation by Lonely Planet.

6.4 Lonely Planet will set out the specifications, production schedule and delivery dates for each Custom Component in an IO and / or an SOW.

7. Intellectual Property

7.1 Contracting Party may use the Custom Components at the Permitted Location for the Permitted Use during the Custom Period. This permission is non-exclusive.

7.2 Subject to payment of the Total Cost, Lonely Planet grants Contracting Party a licence to use the Lonely Planet Trade Marks specified in the SOW during the Custom Period specified in the applicable SOW in as incorporated in the Custom Components for, and associated with, the Permitted Purpose subject to Lonely Planet’s prior written approval of:

a. the size and placement of the Lonely Planet Trade Marks in any marketing or promotional material; and

b. any other proposed uses of the Trade Marks.

7.3 The Contracting Party, Agent and Client agree that they do not have any rights to use the Products other than as specified in this Agreement and will obtain Lonely Planet’s prior written approval for any other use of the Advertisement.

8. Postponement or Cancellation

8.1 Where the parties agree in writing to postpone the Campaign Period or the Custom Period, all obligations of Contracting Party (including in regard to the Materials Date and payment of fees) remain as agreed.

8.2 If a Contracting Party wishes to postpone the Campaign Period or the Custom Period, Lonely Planet will consider such a request but has no obligation to accept it. Any accepted postponement requires immediate pre-payment of the Total Cost less any payments already made and will not affect the timing or other obligations of the Contracting Party in relation to provision of Contra.

8.3 Contracting Party may cancel all or part of the Advertising or Custom Components booked under this Agreement by giving written notice to Lonely Planet at least two days prior to the Campaign Period (in respect of Advertising) or the Custom Period (in respect of the Custom Components). Where there is a cancellation by the Contracting Party, any volume or other discounts will be reversed and Contracting Party will be invoiced for the Total Cost in accordance with Lonely Planet’s then current rate card.

9. Payment and Accounts

9.1 Lonely Planet will invoice the Contracting Party for the Total Cost. For clarity, the Total Cost due to Lonely Planet is (a) exclusive of any applicable VAT, sales or other tax; where such tax is payable it will be the obligation of the Contracting Party to pay it in addition to the Total Cost; and (b) inclusive of any applicable Agency Discount; where any commission is charged by an Agent in respect of the subject matter of this Agreement it will be the obligation of the Client to pay it.

9.2 Lonely Planet will invoice the Contracting Party as follows:

a. on signing for 100% of the amounts due in respect of any Custom Components (“Custom Down-payment”). Contracting Party must pay the Custom Down-payment to Lonely Planet within 14 days of Lonely Planet’s invoice; and

b. monthly throughout the Campaign Period, a pro-rated amount of the Total Cost minus the Custom Down-payment (i.e. where a Campaign runs for a period of 6 months, the Total Cost minus the Custom Down-payment will be divided into 6 monthly payments) (“Remaining Amounts”). The Contracting Party must pay the Remaining Amounts within thirty (30) days from the date of the invoice. If the Contracting Party does not pay by the due date Lonely Planet may refuse to display or provide the Products and may levy interest at the rate of four per cent (4%) per annum above the base rate for the time being in force at the HSBC Bank plc in London and such interest shall be calculated from the date such sums become due until they are paid.

9.3 Where there is a valid query on any individual item in an invoice, only the due date of payment of that individual item will be affected. The Contracting Party must notify Lonely Planet of any invoice query within seven (7) working days from the date of the invoice.

9.4 The Contracting Party may not claim any rights of set off in respect of any invoices.

9.5 Delays to the Campaign Period will not affect Contracting Party’s responsibility to provide consideration in cash or in kind in relation to all impressions and plays ordered and inventory reserved in full as set out in this Agreement.

9.6 Where the Contracting Party does not adequately cooperate and the result is that Products cannot be produced or displayed in accordance with the terms of this Agreement, the Contracting Party will remain fully liable for the Total Cost as set out in this Agreement.

9.7 Lonely Planet does not represent, warrant or undertake, and expressly disclaims, that Advertising will experience any minimum level or type of internet traffic or use during the Campaign Period.

9.8 Where Contra is specified as part of this Agreement, Contra will be provided by the Contracting Party which Lonely Planet agrees to accept as part or all of the Contracting Party’s consideration for this Agreement.

9.9 Where Custom Components are shipped by Lonely Planet to Contracting Party, freight terms are “DDU” (duties unpaid). Any storage charges incurred by Lonely Planet as a result of Contracting Party’s failure to pay duties in a timely manner will be charged to and payable by the Contracting Party.

9.10 If the Contracting Party fails to meet its obligations in regard to Fees and payment, Lonely Planet may terminate this Agreement at its sole discretion.

10. Warranties and Indemnity

10.1 The Contracting Party warrants that it has the authority to represent the Client and that:

a. it has the power and authority to enter into this Agreement and to perform its obligations under this Agreement;

b. it will comply with all laws and regulations relating to the use of the Products (including without limitation the UK Anti-Bribery Act 2010, any other applicable anti-bribery, anti-fraud or corruption legislation and any relevant laws or regulations relating to the use of personal information and data protection);

c. it will not do anything, including in the way it uses the Products, that may damage the standing or reputation of Lonely Planet;

d. the Advertising and Client Materials, including Lonely Planet’s display of Advertising and Client Materials in accordance with this Agreement, will not infringe any third party rights nor contain any objectionable material (including material which is defamatory, obscene, threatening or untrue) and will comply with all applicable Codes and will not be illegal or actionable for any reason;

e. the Contracting Party has obtained all necessary permissions in relation to the inclusion in the Advertisement or Client Materials of the name, likeness or pictorial representation of any person;

f. the Contracting Party will fulfil and deal with any orders or enquiries relating to the goods, services or promotions featured in the Advertisement or Client Materials; and

g. no Advertising Copy or Client Materials will: contain fake hyperlinks or interactivity; trigger a pop-up, pop-under, dialogue box, or initiate a downloadable application; contain any software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise adversely alter the user experience or the Website.

10.2 The Contracting Party is fully responsible for the Client Materials and indemnifies Lonely Planet against any Loss suffered or incurred by Lonely Planet (or its People) in connection with any breach by the Contracting Party of the Contracting Party’s warranties or obligations under this Agreement, or any claims brought by or on behalf of any third party in relation to any Client Materials, including prizes.

10.3 Lonely Planet indemnifies Contracting Party against any Loss suffered or incurred by the Contracting Party (or its People) as a result of the Products infringing a third party’s intellectual property rights, except to the extent that the breach is as a result of the Client Materials, the incorporation of the Client Materials in any Product, or in relation to performing rights for soundtrack music incorporated in a Custom Component (which Contracting Party acknowledges and agrees is the sole responsibility of the Contracting Party),

10.4 The Contracting Party will cooperate with Lonely Planet in defending any claim or complaint concerning the Client Materials or the Products.

11. Limitation of Liability

11.1 The Contracting Party acknowledges and agrees that Lonely Planet has not provided it with any guarantees concerning reach of the Website or target audience. Any statistics related to the Website or target audience, provided to the Contracting Party are provided as an estimate based on current available research only and should not be relied on by the Contracting Party.

11.2 THE SERVICES PROVIDED BY LONELY PLANET UNDER THIS AGREEMENT (INCLUDING THE PRODUCTION SERVICES) ARE PROVIDED "AS IS”. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, LONELY PLANET DISCLAIMS AND EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY NATURE. TO THE EXTENT THAT LONELY PLANET IS UNABLE TO EXCLUDE ITS LIABILITY FOR ANY IMPLIED WARRANTY UNDER THIS CLAUSE, ITS LIABILITY IS LIMITED TO THE CORRECTION OR RESUPPLY OF THE SERVICE OR PAYMENT OF THE COSTS OF CORRECTING OR RESUPPLYING THE SERVICE.

11.3 LONELY PLANET WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS, OR LOSS OF PROFITS OR REVENUE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11.4 SUBJECT TO CLAUSE 10.3 BELOW, LONELY PLANET’S ENTIRE LIABILITY (IF ANY) TO THE CONTRACTING PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CONTRACTING PARTY TO LONELY PLANET UNDER THIS AGREEMENT.

11.5 NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR LIABILITY FOR FRAUD OR WILFUL MISCONDUCT.

12. Termination

12.1 Either party may terminate this Agreement with immediate effect by notice to the other party (the "Breaching Party") on or at any time after the occurrence of any of the following events: (a) a material breach by the Breaching Party of an obligation under this Agreement where the Breaching Party fails to remedy the breach within seven (7) days after receipt of notice from the other party giving particulars of the breach and requiring the Breaching Party to remedy the breach; or (b) an Insolvency Event happens to the other party.

12.2 Lonely Planet may terminate this Agreement at any time and without liability to the Contracting Party, by notice to the Contracting Party with immediate effect if the Client’s conduct or any material change in the business of the Client (including the composition or character of its services) or in the ownership of the Client is such that in the reasonable opinion of Lonely Planet it could adversely affect the reputation of Lonely Planet or the Lonely Planet Products.

12.3 Where a Contracting Party Default occurs, the Contracting Party must pay the Total Cost. The expiry or termination of this Agreement for any reason shall not cancel any indebtedness or otherwise affect the accrued rights and liabilities of the parties to this Agreement and for the avoidance of doubt, clauses 7, 8, 10 and 11 shall survive termination.

13. Confidentiality

13.1 Each party (recipient) acknowledges that the Confidential Information of the other party (discloser) is secret and valuable and agrees: to keep the Confidential Information of the discloser secret, and not disclose or permit its disclosure to any person, except to the People or subcontractors of the recipient who require access to it for the purposes of this Agreement and who are informed of and are under written obligations to comply with the same obligations of confidentiality regarding that information, consistent with this Agreement; to only use the Confidential Information of the discloser for the purposes of this Agreement; and that it is responsible for any misuse by its People or subcontractors of the discloser’s Confidential Information.

13.2 The obligations of confidence in clause 11.1 do not apply: if a disclosure is required by law, but the recipient intending to make such a disclosure must first notify the discloser and the discloser may take action to object to that disclosure; or if a disclosure is made to a professional legal or financial adviser.
 
13.3 The obligations of confidentiality imposed by this agreement survive the termination of this Agreement.

14. Dispute Resolution

14.1 Where a dispute arises out of or in connection with this Agreement, the parties must attempt to resolve the dispute in the following way:

a. the primary business contact of each party must meet as soon as practicable, and, if they can’t resolve the dispute within 14 days of a dispute being notified by one party to the other, then;

b. a senior officer (different to the first business contact) nominated by Lonely Planet and an officer of equivalent seniority (different to the first business contact) from the Contracting Party must meet to attempt to resolve the dispute within 14 days of it being referred to them. If the dispute is not resolved under clause 12(1)(b), then;

c. the parties must refer the dispute to mediation, to be held in any location mutually acceptable to the parties. However, if the parties cannot agree on the location of the mediation or if the parties cannot agree on the appointment of a mediator within 45 days of the dispute being referred to mediation, the mediation will be held in Franklin, Tennessee and/or the mediator will be appointed by the American Arbitration Association from the Roster of Mediators.

14.2 If the dispute is not resolved under clause 12(1), the parties must refer the dispute in accordance with clause 13(4).

14.3 This clause 12 does not prevent a party at any time from seeking preliminary or permanent injunctive relief or issuing proceedings for a breach of clauses 5, 7 or 11.

15. Miscellaneous

15.1 The Contracting Party is not entitled to assign or transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Lonely Planet. Lonely Planet is entitled to assign its rights under this Agreement (or any part thereof) to its Related Corporations.

15.2 Except for obligations to pay money, neither party to this Agreement shall be liable to the other for any delay or failure of performance under this Agreement which results from any cause or condition that is beyond the party’s reasonable control and that the party is unable to overcome by exercising reasonable diligence.

15.3 Notices and any other communications given under this Agreement must be in writing and delivered or sent to the respective addresses of the parties as specified on the IO (or to such other address as either party may notify to the other from time to time during the Agreement). Notice given by post is deemed to have been given on the 5th Business Day (at the address to which it is posted) after posting. Notice given by facsimile is deemed to have been given, if sent before 5pm on a Business Day at the place of delivery, on the day the sender’s facsimile machine issues a report confirming the transmission.

15.4 The law applicable to this Agreement is the law of Tennessee, USA and the parties submit to the non-exclusive jurisdiction of the courts there without regard to the principles of conflicts of law.

15.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.

15.6 All rights, remedies, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other rights, remedies, undertakings or obligations of any party. No failure or delay to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy.

15.7 Changes to this agreement will not be valid unless in writing and signed by both parties.

15.8 If any one or more of the provisions of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

15.9 In the event of conflict between the provisions of these T&Cs, an SOW and an IO the provisions of the IO will prevail, followed by the provisions of the SOW and lastly the provisions of these T&Cs.

15.10 In the event of circumstances beyond the reasonable control of the parties (such as acts of God, natural disaster, epidemic, pandemic, acts of war, terrorism, riots, civil commotion, malicious damage, sabotage and revolution) (a “force majeure event”) which could impact on either party’s ability to fulfil its obligations under this agreement, a party may:

a.  notify the other party and postpone its obligations under the Agreement for a period of seven (7) business days; or

b.  where notice is served by a party in accordance with 15.10(a) and the force majeure event continues for longer than seven (7) business days, either party may terminate this Agreement immediately by notice. Where termination occurs in accordance with this clause 15.10(b), Contracting Party will pay all costs incurred by Lonely Planet up to the date of termination to Lonely Planet within 30 days.

 

 

LONELY PLANET ONLINE SELF-SERVE ADVERTISING TERMS AND CONDITIONS

Dated: September 1st, 2015

The Publisher and Contracting Party agree as follows:

1. Definitions
The following words have the following meanings:
Advertiser
the entity shown on the Order Form;
Advertisement
an advertisement to be displayed by the Publisher on the Website pursuant to this agreement, whether provided wholly or partly or by a combination of the Advertiser and/or the Agency.
Agency
any advertising agency acting as the Contracting Party and shown on the Order Form or acting as agent for the Contracting Party and not shown on the Order Form.;
Agency Discount
any discount the Agency is entitled to as shown on the Order Form;
Agreement
the Order Form and T&Cs;
Business Day
a day that is not a Saturday, Sunday or any other day which is a public holiday in the place where an act is to be performed or a payment is to be made;
Campaign Period
the date range selected in the "Information and Pricing" section of the Order Form;
Confidential Information
any information relating to or disclosed by either party (or a Related Corporation of either party) to the other (or a Related Corporation of the other) which is in fact, is reasonably regarded as, or is marked as confidential or proprietary to the disclosing party. Confidential Information does not include information that is in the public domain (unless it entered the public domain through breach of confidentiality), is already known by the other party or Related Corporation of the other party at the date of this Agreement, is obtained lawfully from a third party without any breach of confidentiality or is independently developed by either party without any breach of confidentiality.
Contracting Party
the party that holds the Rubicon Project Self-Serve Account and that is contracting for supply of advertising as shown on the Order Form;
Codes
any laws, codes, guidelines, rules or regulations regarding advertising or sponsorship as may be applicable to the Advertisement and/or Website;
Insolvency Event
in relation to a party, something that reasonably indicates that there is a significant risk that the party is or will become unable to pay its debts as they fall due or the party ceasing, or indicating that it is about to cease, carrying on business;
Material
material supplied by the Contracting Party, via the Order Form, of an appropriate standard for display or use by Publisher in an Advertisement (including hyperlinks and any other material supplied for incorporation into an Advertisement by Publisher) pursuant to this Agreement;
Media Plan
the ad specifications and "Targeting" sections of the Information and Pricing Page in the Order Form;
Order Form
the online order form for the purchase of self-serve advertising, accessible through the Rubicon Project Platform and finalised/submitted through the Rubicon Project Self-Serve Account.
People
a party’s officers, directors, agents or employees.
Publisher
Lonely Planet Global, Inc. a company incorporated in Delaware;
Related Corporation
in relation to a party, another company that is: a holding company or subsidiary of the party; a subsidiary of a holding company of the party; or under common control with the party;
Rubicon Project Platform
third party self-serve advertising platform that the Publisher sells advertising space through and processes Order Forms (including payment).
Rubicon Project Self-Serve Account
the user account for the Rubicon Project Platform that enables the account holder to finalise the Order Form.
Spec
the "Ad Specifications" set out in the "Information and Pricing" section of the Order Form;
Technical Requirements
technical specifications relating to supply of Materials to Publisher as specified in the Order Form;
Total Cost
the total amount payable to Publisher as set out in the Order Form; and
T&Cs
these Lonely Planet Self-Serve Online Advertising Terms and Conditions;
Website
the Publisher’s website(s) as specified in the Order Form.
2. Self-Serve Advertising
2.1 Publisher is offering self-serve advertising on the Website which is available for purchase via the Order Form.
2.2 Contracting Party has agreed to purchase self-serve advertising space on the Website by completing the Order Form and paying the Total Cost in accordance with these T&Cs.
2.3 Once the Order Form is finalised, a copy of the completed Order Form together with payment confirmation details will be emailed to the Contracting Party's nominated email address.
3. Provision of Advertising Materials
3.1 Materials must be submitted to Publisher via the Order Form in accordance with the Technical Requirements.
3.2 Publisher shall retain sole editorial control over the Advertisement and presentation of Materials in any Advertisement.
3.3 Publisher will not be liable for any loss or damage to the Materials. Materials may be destroyed by Publisher if not used for a period of six (6) months.
4. Approval
4.1 Advertisement will only be displayed on the Website if approved by Publisher. Despite any approval given by Publisher, Contracting Party remains liable for Advertisement. If Publisher does not approve the Advertisement Publisher may, in its sole discretion:
a. notify the Contracting Party of the reason for rejecting the Advertisement and the Contracting Party will promptly resubmit a new version of the Materials modified in accordance with any directions from Publisher;
b. edit the Advertisement; or
c. refuse to transmit the Advertisement or part thereof.
4.2 If Advertisement links to another site, the Contracting Party must maintain the link and is responsible for the content of such linked site. Publisher will not be liable for the content published at the linked site or for any broken links.

5. Display of Advertising

5.1 Publisher will endeavour to display the Advertisement during the Campaign Period in accordance with the terms of this Agreement, however, Publisher makes no warranties that the display of the Advertisement during the Campaign Period will be continuous, uninterrupted or error free.

5.2 Subject to clause 5.3 below, if the Advertisement is not displayed during the Campaign Period for reasons other than termination pursuant to section 9.2 or cancellation by Contracting Party, Publisher will endeavour to display it at some other reasonably equivalent time and the Contracting Party shall not have any claim against Publisher in respect of a change.

5.3 If Publisher does not transmit/display the Advertisement at any such reasonably equivalent time within three (3) months of the end of the Campaign Period, the Contracting Party will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of impressions or spots actually transmitted.

5.4 Where Publisher⁏s campaign report shows that the service of impressions, plays or other performance criteria relating to the Advertisement have taken place, the Publisher⁏s campaign report will be conclusive evidence of the same.

5.5 Where the Contracting Party does not adequately cooperate and the Advertisement cannot therefore be produced and displayed in accordance with the terms of this Agreement, the Contracting Party will not be entitled to a refund of the Total Cost.

5.6 Publisher may periodically review live Advertisements to ensure compliance with the Agreement. Publisher reserves the right to remove any Advertisement that it believes is non-compliant with the Agreement, or for any other reason.

6. Postponement or Cancellation

6.1 Where the parties agree in writing to postpone the Campaign Period, all obligations of Contracting Party remain as agreed.

6.2 If a Contracting Party wishes to postpone the Campaign Period, Publisher will consider such a request but has no obligation to accept it. Any accepted postponement requires immediate pre-payment of the Total Cost less any payments already made. Contracting Party may cancel all or part of the Advertising booked under this Agreement by giving written notice to Publisher at least two days prior to the Campaign Period. Where there is a cancellation by the Contracting Party, any volume discounts will be reversed and Contracting Party will be invoiced for the Total Cost in accordance with Publisher’s then current rate card.

7. Payment Terms

7.1 Once the Contracting Party has completed all relevant sections of the Order Form, the Publisher will specify the Total Cost payable for that order in the “Review and Pay” section of the Order Form. For clarity, the Total Cost due to Publisher is (a) exclusive of any applicable VAT, sales or other tax; where such tax is payable it will be the obligation of the Contracting Party to pay it in addition to the Total Cost; and (b) inclusive of any applicable Agency Discount; where any commission is charged by an Agency in respect of the subject matter of this Agreement it will be the obligation of the Advertiser to pay it.

7.2 Contracting Party must pay the Total Cost via the Order Form payment portal in order to finalise the Order Form and place the order for the Advertising with the Publisher. If the Contracting Party does not pay the Total Cost, no order will be placed and the Order Form will not be fulfilled.

8. Warranties and Indemnity

8.1 The Contracting Party warrants that:

a. it has the power and authority to represent the Advertiser and to enter into this Agreement and to perform the obligations under this Agreement;

b. the Advertisement and Publisher⁏s display of Advertisement will not infringe any third party rights and will not contain any objectionable material (including material which is defamatory, obscene, threatening or untrue);

c. the Advertisement will comply with all applicable Codes and will not be illegal or actionable for any reason;

d. the Contracting Party has obtained all necessary permissions in relation to the inclusion in the Advertisement of the name, likeness or pictorial representation of any person;

e. the Contracting Party will fulfil and deal with any orders or enquiries relating to the goods, services or promotions featured in the Advertisement; and

f. no Advertisement will: contain fake hyperlinks or interactivity; trigger a pop-up, pop-under, dialogue box, or initiate a downloadable application; contain any software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise adversely alter the user experience of the Website.

8.2 The Contracting Party will indemnify and keep Publisher and its People indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by Publisher (or its People) howsoever arising from any breach of the Contracting Party’s warranties, obligations or agreements under this Agreement.

8.3 The Contracting Party will cooperate with the Publisher in defending any claim or complaint concerning the Advertisement.

8.4 The Contracting Party acknowledges and agrees that Publisher has not provided it with any guarantees concerning reach of the Website or target audience. Any statistics related to the Website provided to the Contracting Party are provided as an estimate based on current available research only and should not be relied on by the Contracting Party.

8.5 THE SERVICES PROVIDED BY PUBLISHER UNDER THIS AGREEMENT (INCLUDING THE PRODUCTION SERVICES) ARE PROVIDED “AS IS”. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, PUBLISHER DISCLAIMS AND EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY NATURE. TO THE EXTENT THAT PUBLISHER IS UNABLE TO EXCLUDE ITS LIABILITY FOR ANY IMPLIED WARRANTY UNDER THIS CLAUSE, ITS LIABILITY IS LIMITED TO THE CORRECTION OR RESUPPLY OF THE SERVICE OR PAYMENT OF THE COSTS OF CORRECTING OR RESUPPLYING THE SERVICE.

9. Termination

9.1 Either party may terminate this Agreement with immediate effect by notice to the other party (the "Breaching Party") on or at any time after the occurrence of any of the following events: (a) a material breach by the Breaching Party of an obligation under this Agreement and, if the breach is capable of remedy, the Breaching Party fails to remedy the breach within seven (7) days after receipt of notice from the other party giving particulars of the breach and requiring the Breaching Party to remedy the breach; or (b) an Insolvency Event happens to the other party.

9.2 Publisher may terminate this Agreement at any time and without liability to the Contracting Party, by notice to the Contracting Party with immediate effect if the Advertiser’s conduct or any material change in the business of the Advertiser (including the composition or character of its services) or in the ownership of the Advertiser is such that in the reasonable opinion of Publisher it could adversely affect the reputation of Publisher or the Website.

9.3 The expiry or termination of this Agreement for any reason shall not affect the accrued rights and liabilities of the parties to this Agreement and for the avoidance of doubt, clauses 8, 10, 11 and 12 shall survive termination.

10. Limitation of Liability

10.1 PUBLISHER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS, OR LOSS OF PROFITS OR REVENUE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10.2 SUBJECT TO CLAUSE 10.3 BELOW, PUBLISHER⁏S ENTIRE LIABILITY (IF ANY) TO THE CONTRACTING PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CONTRACTING PARTY TO PUBLISHER UNDER THIS AGREEMENT.

10.3 NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR LIABILITY FOR FRAUD OR WILFUL MISCONDUCT.

11. Confidentiality

11.1 Each party (recipient) acknowledges that the Confidential Information of the other party (discloser) is secret and valuable and agrees: to keep the Confidential Information of the discloser secret, and not disclose or permit its disclosure to any person, except to the People or subcontractors of the recipient who require access to it for the purposes of this Agreement and who are informed of and are under written obligations to comply with the same obligations of confidentiality regarding that information, consistent with this Agreement; to only use the Confidential Information of the discloser for the purposes of this Agreement; and that it is responsible for any misuse by its People or subcontractors of the discloser⁏s Confidential Information.

11.2 The obligations of confidence in clause 11.1 do not apply: if a disclosure is required by law, but the recipient intending to make such a disclosure must first notify the discloser and the discloser may take action to object to that disclosure; or if a disclosure is made to a professional legal or financial adviser.
11.3 The obligations of confidentiality imposed by this agreement survive the termination of this Agreement.

12. Miscellaneous

12.1 The Contracting Party is not entitled to assign or transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Publisher. Publisher is entitled to assign its rights under this Agreement (or any part thereof) to its Related Corporations.

12.2 Except for obligations to pay money, neither party to this Agreement shall be liable to the other for any delay or failure of performance under this Agreement which results from any cause or condition that is beyond the party⁏s reasonable control and that the party is unable to overcome by exercising reasonable diligence.

12.3 Notices and any other communications given under this Agreement must be in writing and delivered or sent to:

Legal Notice
Lonely Planet Global, Inc.
230 Franklin Rd, Building 2B
Franklin, TN 37064
USA

or to such other address as either party may notify to the other from time to time during the Agreement. Notice given by post is deemed to have been given on the 5th Business Day (at the address to which it is posted) after posting. Notice given by facsimile is deemed to have been given, if sent before 5pm on a Business Day at the place of delivery, on the day the sender⁏s facsimile machine issues a report confirming the transmission.

12.4 The law applicable to this Agreement is the law of Tennessee, USA and the parties submit to the non-exclusive jurisdiction of the courts there without regard to the principles of conflicts of law.

12.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.

12.6 All rights, remedies, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other rights, remedies, undertakings or obligations of any party. No failure or delay to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy.

12.7 Changes to this agreement will not be valid unless in writing and signed by both parties.

12.8 If any one or more of the provisions of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

12.9 In the event of conflict between the provisions of these T&Cs and the Order Form the provisions of the latter will prevail.

12.10 When completing and finalising the Order Form, the Contracting Party may supply Publisher with ‘personal information’ of the Contracting Party, the Advertiser and/or the Agency in order to purchase advertising. In this instance, Publisher collects and uses such personal information to process the Order Form and discharge its obligations under this Agreement including to publish the Advertisement. Without this information, Publisher would not be able to process the Order From or contact the Contracting Party if something goes wrong. Publisher may disclose information about the Contacting Party to Publisher⁏s business partners who help us provide self-serve advertising services, such as Rubicon Project, and credit card payment processing company PayPal. Full details on how personal information is handled can be found in the Publisher⁏s privacy policy at www.lonelyplanet.com/legal/privacy-policy/ . If you’ve opted to use PayPal to make your purchase through the Order Form payment portal, then you consent to the use of your information by PayPal in accordance with PayPal's privacy policy. If you are paying by credit card, Rubicon⁏s Self-Serve Privacy Policy will also apply.

 

 

LONELY PLANET US MAGAZINE ADVERTISING TERMS AND CONDITIONS

These Terms and Conditions, including the terms of the Order and the applicable rate card, govern each Order for the insertion of an Advertisement in the Magazine (including print magazine and digital magazine editions as specified) (together, the Agreement). The Agreement is the entire agreement between the parties. The Publisher and the Advertiser agree as follows:

1. PROVISION OF ADVERTISEMENT

a. The Advertisement must be delivered to Publisher by the Closing Date in accordance with the Production Specifications.

b. If Publisher does accept late delivery it may charge the Advertiser for any extra expenses it incurs as a result of the Advertiser’s delay.

c. Orders for the inside or outside cover pages cannot be cancelled once ordered. Cancellations of Orders for inside pages of the Magazine must be received in writing at least 30 days prior to the Closing Date or the Advertiser will remain liable for the Total Cost of the cancelled Order.

d. Options placed by the Advertiser for cover positions for Magazines must be exercised at least 30 days prior to the Closing Date. If an Order to exercise the Option is not received by such date, the Option automatically lapses.

e. The Publisher will not be liable for any errors or omissions contained in the Advertisement as supplied by the Advertiser, or for any loss or damage of any materials supplied by the Advertiser and may destroy the materials if not used or returned at the Advertiser’s expense for a period of six (6) months.

f. Where the Advertisement is an Insert or other Special Unit (as defined in the Order), a copy of the final Insert or other Special Unit must be submitted to the Publisher for approval prior to printing. The Publisher’s approval does not relieve the Advertiser of any obligations contained in this Agreement.

g. The Publisher is not responsible for any costs associated with the Advertiser’s failure to print Inserts in compliance with the Publisher’s specifications, and the Advertiser will remain liable for the Total Costs in the event that the Insert is unable to be distributed due to such failure. Orders for Inserts are non-cancellable.

2. APPROVAL

a. Advertisement will only be displayed in the Magazine if; a) approved by Publisher, b) space is available in the Magazine and c) the Advertisement is delivered in accordance with this Agreement.

b. Publisher shall retain sole editorial control over the Advertisement and its presentation.

c. Advertisements simulating Lonely Planet editorial content in appearance or style that are not immediately identifiable as Advertisements will not be accepted. The Publisher may require any Advertisement to be labelled ‘Advertisement’ in its discretion.

d. If Publisher does not approve the Advertisement, Publisher may:

i. notify the Advertiser of the reason for rejecting the Advertisement and request a new version of the Advertisement modified in accordance with any directions from Publisher;

ii. edit the Advertisement; or

iii. reject or cancel the Advertisement or part thereof, in Publisher’s sole discretion.

e. No conditions which conflict, vary or add to the terms of this Agreement will be binding unless agreed in writing by both parties.

3. DISPLAY OF ADVERTISING

a. Publisher will endeavour to display the Advertisement in the Magazine in accordance with the terms of this Agreement.

b. Orders specifying positions other than designated cover positions are made on a request basis only and will be accepted at the Publisher’s discretion. The Total Cost will remain payable whether or not the request is approved.

c. The Publisher will not be responsible for any delay or failure to print, publish or circulate any edition of the Magazine in which the Advertisement is contained if such failure results from any cause or condition that is beyond the Publisher’s reasonable control and that the Publisher is unable to overcome by exercising reasonable diligence.

4. DIGITAL EDITIONS

a. Where an Order specifies that an Advertisement qualifies as a Full-Run Advertisement, the Advertisement will automatically be run in the digital edition, unless the Advertiser opts-out of digital advertising in the Order or in writing prior to the Closing Date. By opting-out of the digital advertising, the Advertiser is opting-out of all devices and platforms. Where the Advertiser opts-out of digital advertising or the Advertisement does not otherwise qualify as a Full-Run Advertisement, the Advertiser will not be entitled to Full-Run benefits such as premium placement.

b. Certain Advertisements, in the Publisher’s discretion (such as non-standard and/or full-page Advertisements, non-standard fractionals (less than 1/3 page) and business reply cards), may not qualify to run in the digital edition. Advertiser acknowledges and agrees that where Publisher agrees to place the Advertisement in a digital edition, placement and size may differ from placement in the print version.

c. Digital editions of the Magazine, depending on the device or platform on which it is viewed, may be viewed in one of two formats: (i) a ‘straight from print’ Magazine format; or (ii) a ‘designed for tablet’ Magazine format.

d. Advertisements, depending on the device on which it is viewed, may be viewed in one of three formats; (i) a ‘straight from print’ advertising format; (ii) a ‘designed for tablet’ advertising format; or (iii) an ‘enhanced for tablet’ advertising format, where the Advertisement has added enhancements and bonus content.

e. Advertisements running in the ‘straight from print’ Magazine format or the ‘designed for tablets’ Magazine format, will automatically run in the ‘straight from print’ advertising format, unless otherwise indicated in the Order and approved by the Publisher prior to the Closing Date. Advertising formats ‘designed for tablet’ or ‘enhanced for tablet’ may not be available on all platforms or devices.

f. Where a URL exists in an Advertisement in either the ‘straight from print’ advertising format, or the ‘designed for tablet’ advertising format, such URL will be automatically activated unless otherwise specified in the Order. Where there are multiple URLs, the Publisher will activate the Advertiser’s main URL only unless otherwise notified in the Order.

5. PAYMENT AND ACCOUNTS

a. Publisher will invoice the Advertiser for the Total Cost. The Total Cost due to Publisher is (a) exclusive of any applicable sales or other tax; where such tax is payable it will be the obligation of the Advertiser to pay it in addition to the Total Cost; and (b) where a recognised agency (as determined by the Publisher) places the Order, inclusive of an agency discount of 15% of gross advertising charges after earned Advertiser Discounts. The Advertiser will be responsible for any payments or commissions due to the agency.

b. Advertiser must pay the Total Cost within thirty (30) days from the date of the invoice.  The Advertiser are jointly and severally liable for payment of all invoices for advertising published. If the Advertiser does not pay by the due date Publisher may refuse to display the Advertisement or may levy interest at the rate of four per cent (4%) per annum above the US Federal Reserve Prime Rate and such interest shall be calculated from the date such sums become due until they are paid.

c. The Publisher reserves the right to change its advertising rates at any time.  Announcements of any changes shall be made at least two weeks in advance of the Closing Date of the first issue to be affected by the new rates.

d. Any rate base guarantees made by the Publisher, are based on a twelve month average.

e. Advertiser agrees that the number of Inserts or Special Units circulated and distributed may differ by a margin of 5%.

f. Advertiser Discounts and Rebates agreed to by the Publisher must be used within six months of the period in which they are earned (or as otherwise specified in the Order) or will expire.

g. Where the Publisher agrees to a Series Discount, the number of Advertisements specified for a Series Discount must be published and paid for within the period specified in the Order for the Series Discount to apply. Where the Advertiser cancels any Advertisement, or fails to have published and paid for the requisite number of Advertisements, the Series Discount will be cancelled and the Advertiser will be charged at the full rate for all Advertisements, including reimbursement for previously published and paid for discounted Advertisements from within that series.

h. The Advertiser may not claim any rights of set off in respect of any invoices.

i. A postponement of the Advertising will not affect Advertiser’s responsibility to provide consideration in cash or in kind in relation to the advertising space ordered in full as set out in this Agreement.

6. WARRANTIES AND INDEMNITIES

a. The Advertiser warrants that;

i. the Advertisement (including URLs contained in Advertisement) and Publisher’s display of Advertisement will not infringe any third party rights and will not contain, or link to, any objectionable material (including material which is defamatory, obscene, threatening or untrue);

ii. the Advertisement will comply with all applicable codes, guidelines (including the Lonely Planet Magazine Commercial Guidelines), rules and regulations and will not be illegal or actionable for any reason;

iii. the Advertiser has obtained all necessary permissions in relation to the inclusion in the Advertisement of the name, likeness or pictorial representation of any person in the Advertisement; and

iv. the Advertiser will fulfil and deal with any orders or enquiries relating to the goods, services or promotions featured in the Advertisement;

b. The Advertiser indemnifies the Publisher against any loss incurred arising from a breach of this Agreement by the Advertiser, except to the extent caused by the act or omission of the Publisher.

c. The Advertiser acknowledges and agrees that Publisher has not provided it with any guarantees concerning reach of the Magazine or target audience. Any statistics related to the Magazine provided to the Advertiser are provided as an estimate based on current available research only and should not be relied on by the Advertiser.

d. THE SERVICES PROVIDED BY PUBLISHER UNDER THIS AGREEMENT ARE PROVIDED “AS IS”. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, PUBLISHER DISCLAIMS AND EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY NATURE. TO THE EXTENT THAT PUBLISHER IS UNABLE TO EXCLUDE ITS LIABILITY FOR ANY IMPLIED WARRANTY UNDER THIS CLAUSE, ITS LIABILITY IS LIMITED TO THE CORRECTION OR RESUPPLY OF THE SERVICE OR PAYMENT OF THE COSTS OF CORRECTING OR RESUPPLYING THE SERVICE

7. ASSIGNMENT
The Advertiser is not entitled to assign or transfer or otherwise deal with any of its rights or obligations under this Agreement, including the right to use any advertising space, without the prior written consent of Publisher. Publisher is entitled to assign its rights under this Agreement (or any part thereof) to its related corporations.

8. CONFIDENTIALITY
Each party must keep any information disclosed by the other party which is in fact, is reasonably regarded as, or is marked as, confidential or proprietary to the disclosing party (Confidential Information) secret. The parties agree to protect and preserve the secrecy of Confidential Information and not use it or disclose it to any other person except with written consent of the other party or to the extent necessary to comply with the law or in order to obtain professional advice, and/or to carry out obligations under this Agreement.

9. MISCELLANEOUS

a. Where this Agreement is signed by an agent on behalf of the Advertiser, the agent warrants that it has the authority to act on behalf of the Advertiser. The agent further agrees to be bound by the terms of this Agreement as if each reference to the ‘Advertiser’ is a reference to both the agent and its client.

b. The Advertiser must not make any promotional or marketing reference to the Magazine or the Publisher without the prior written consent of the Publisher.

c. This Agreement is governed by the laws of Tennessee, USA and the parties submit to the non-exclusive jurisdiction of the courts there without regard to the principles of conflicts of law. Changes to this Agreement will not be valid unless in writing and signed by both parties.

d. If any one or more of the provisions of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

e. In the event of conflict between the provisions of these terms and conditions and the Order, the provisions of the latter will prevail.

f. Capitalised words herein which are not defined have the meaning set out in the Order.

g. This Agreement may be signed in any number of counterparts.