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HomeMy WebLinkAboutContract 1735 4 6-(( ADVERTISING COMMITMENT This Advertising Commitment, entered into by and between Desert Sun and City of Cathedral City/Env#212765 and is subject to the terms of the Advertising Services Agreement between Publisher and Advertiser dated as of 10/2/2017. Advertiser and Publisher hereby agree to the following Commitment during the period indicated below If, during or at the conclusion of the Commitment Term, Advertiser desires to make a new Commitment with Publisher, the parties will separately execute a new Advertising Commitment that will supersede this Advertising Commitment and will be incorporated into this Agreement by reference, Capitalized terms used in this Advertising Commitment and not defined herein will have the meanings ascribed to such terms in the Agreement. Commitment Term:October 2, 2017 to April 2, 2018 Total Spend: $20,000.00 Rates: The parties agree that the Rates set forth herein will apply to Advertiser's purchases of the Services below during the Commitment Term. Following the Commitment Term, unless the parties execute a new Advertising Commitment, all Services purchased by Advertiser will be billed at Publisher's then-current Standard Rate for such Services. 1. Print ROP&Preprint Advertising(Addendum A).The Advertiser has hereby agreed to the following(size,frequency, PCi)& Rates: • Frequency Pricing 2. Digital Display (Addendum A). The Advertiser has hereby agreed to the following (impressions, CPM, CPD, sponsorship)and/or Cars.com(Addendum A-2)and Rates: 3. Digital Marketing Services(Addendum B). The Digital Marketing Services Rates outlined herein are based upon the Company's Digital Marketing Services Rate Card(SEO, PPC, email, social and web development): *Digital Marketing Services are subject to a 4 Month Minimum Commitment. 4. Other Advertising(Specialty Magazine,We Print, Post its, etc.). The Rates for Other Advertising outlined herein shall be earned based upon fulfillment of the Advertising Commitment: 5. Sponsorship(Addendum C). The Advertiser has hereby agrees to the following sponsorship of the Event or Program for the dates, and the Fee as listed below: AGREED AND ACCEPTED: PUBLISHER REPRESENTATIVE ADV TISER By. 44. Name: F 11) �D NaNar.4� � -->r'L Title: me: t 1'. ""&. .14-1/9,..,, iJ{.r yt Title: C PUBLISHER REPRESENTATIVE AGENCY J By: By: /U/.1 Name: ;--- Title: i o -' a 0, c� Name: 1 /7 Title: 93314V.16 5/9/16 ADVERTISING SERVICES AGREEMENT This Advertising Services Agreement(this"Agreement")is entered into as of the date of later signature below("Effective Date") by and between The Desert Sun with offices at 750 N. Gene Autry Trail, Palm Springs, CA 92262 and City of Cathedral City/Env#212765 with offices at 68700 Avenida Lab Guerrero Cathedral City,Ca.92234("Advertiser").Subject to the applicable Standard Terms and Conditions (the "Standard Terms") herein, Advertiser desires to procure from Publisher, and Publisher desires to sell to Advertiser,on behalf of itself and/or Its affiliates identified in this Agreement,the Services described in this Agreement (each a"Service"). Advertiser may purchase any of the Services described in this Agreement from time to time by submitting insertion order forms to Publisher that reference this Agreement and the applicable Service(s)to be purchased and contain other applicable terms and conditions(each an"Order"). 1. Addendums and Orders. In addition to the terms set unless acceptable prepaid return arrangements have been forth in these Standard Terms, Advertiser's purchases of made. Services from Publisher under this Agreement are subject 3.4.Taxes.In the event that any federal,state or local taxes to the terms and conditions set forth in the applicable are imposed on Advertiser's use of the Services hereunder, Service-specific addendum to this Agreement (each an such taxes shall be assumed and paid by Advertiser. "Addendum").The details regarding Advertiser's purchase of a particular Service (e.g., run dates, ad sizes, etc.) will 3.5.Late Payment. If any amount is not paid by Advertiser be described in an Order. Multiple Orders may be executed when due, such amount shall bear interest at the rate of under this Agreement for a single type of Service. twelve percent(12%) per annum or the maximum amount 2. Term.The term of this Agreement will commence as of permitted by law(whichever is lower), computed from the the Effective Date and shall continue in effect unless and original due date until paid. until terminated as set forth herein("Term"). 3.6.Credit Check. The terms of this Agreement may be 3. Economic Terms. subject to a satisfactory credit check on Advertiser(and/or Agency, as defined below). Publisher may request 3.1.Fees. Fees for each Service purchased by Advertiser advance payment for any advertisement(s) or other hereunder will be calculated based on Publisher's (or its material provided by Advertiser or Agency if periodic credit affiliates', if applicable)standard rate card for such Service checks are not satisfactory. ("Standard Rates"). Notwithstanding the foregoing, if 3.7.Billing/Credits. Any claims by Advertiser for a credit Advertiser is committing to an annual spend amount or makingother firm commitments related to rates incorrectly invoiced or paid must be (e.g., placement, submitted in writing to Publisher within ninety (90)days of frequency and/or volume commitments), as further the invoice date or the claim will be waived. In the event specified in Advertising Commitment (each a Advertiser is entitled to a credit due to overpayment of an "Commitment"), Publisher and Advertiser may agree that invoice, Advertiser must use the credit within ninety (90) Advertiser is entitled to discounts off of the Standard Rates days of issuance or the credit will be forfeited. No cash on Services purchased in satisfaction of such Commitment. refunds will be provided for any credit earned by the Any such discounts will be reflected in Advertising Advertiser. All credits earned will be for the benefit of Commitment (or in adjusted rate cards attached to Advertiser. Advertising Commitment). 3.2.Payment. Publisher will invoice Advertiser on a 4. Advertising Materials. monthly basis,and payment is due within thirty(30)days of 4.1.Content. Advertiser may, from time to time, provide invoice date. If Advertiser fails to timely pay,Publisher may Publisher with advertising materials, including, without suspend the provision of services hereunder or immediately limitation,text,data,video, audio,images,illustrations,and terminate this Agreement. Advertiser agrees to reimburse graphics, trademarks, service marks, and logos Publisher for all expenses incurred by Publisher in (collectively, "Advertiser Content') for use in connection connection with the collection of amounts payable, with Publisher's distribution of the Services purchased including court costs and attorneys'fees. If this Agreement hereunder. is terminated due to Advertiser's failure to timely pay, 4.2.License. Advertiser hereby grants Publisher and its Publisher may rebill the Advertiser for the outstanding designees a non-exclusive, irrevocable, worldwide, balance due at the open or earned contract rate,whichever transferable, sub-licensable right and license (i) to use, is applicable, and all discounts shall be forfeited. All reproduce, mirror, distribute, modify, perform and display deliverables will be the property of Publisher until payment the Advertiser Content(or any portion thereof)via print and in full is received. on the websites (mobile and traditional), properties, 3.3.Expenses. All expenses related to the delivery of applications and/or devices described in this Agreement Advertiser Content or other materials to Publisher and the (including any Orders) (collectively, the "Distribution return of such materials by Publisher(if return is directed in Networks"); (ii) to modify, copy, reformat, transmit and writing by Advertiser)shall be paid by Advertiser. Publisher otherwise manipulate the Advertiser Content in connection may dispose of any advertising materials delivered to it 93314V.16 5/9/16 F with such display; and (iii) to use Advertiser's name and being placed on the Yahoo! Properties pursuant to the logo in connection with providing the Services. terms hereof). 4.3.Clearances. Advertiser will be responsible, at its own 7. Termination. cost and expense, for obtaining all clearances, 7.1.Termination of Agreement. Either party may terminate authorizations, permissions, licenses, and releases (collectively, "Clearances")from third parties necessary to this Agreement (including all Addendums entered into hereunder) upon written notice to the other party(i)at any enable Publisher to distribute the Advertiser Content under this Section 4, including, without limitation, (i) Clearances time, if there are no current Orders then in effect under any for any of the following creative elements appearing in or Addendum; (ii) in the event of a material breach of this otherwise displayed via the Advertiser Content: photos, Agreement or any Order by the other party that remains uncured for a period of thirty(30)days following receipt of video footage, music (including, without limitation, any written notice of such breach from the non-breaching party; synchronization and mechanical licenses), audio tracks, or(iii)if the other party becomes the subject of a petition in trademarks,service marks,and rights of publicity and other indicia of identity, and (ii) Clearances from any individuals bankruptcy or any other proceeding relating to insolvency, or entities whose trademarks, service marks, other receivership, liquidation or assignment for the benefit of corporate indicia, names, voices, likenesses, and other creditors, or ceases business as a going concern. indicia of identity may appear in any of the Advertiser 7.2.Termination of Orders. Publisher may terminate any Content. Order for convenience at any time upon thirty 4.4.Advertiser Approval Right. To the extent that Publisher prior written notice to Advertiser. (30) days' and/or its affiliates are developing any creative or other 7.3.Effect of Termination. Upon any termination of this deliverables on behalf of Advertiser under any Order(e.g., Agreement, Advertiser shall pay to Publisher all accrued Ads, emails, social media campaigns, etc.),Advertiser will and unpaid fees for Services utilized by Advertiser through have two (2) days from receipt of any such deliverable to the effective date of termination. Sections 3, 4, 5,6, 7.3, 8, review and approve the deliverable. Advertiser must notify 9, 10, 11 and 12, as well as any other representations, Publisher in writing of any rejection of the deliverable within warranties or indemnification obligations under any two(2) days after receipt thereof or the deliverable will be Addendum will survive any termination of this Agreement. deemed approved by Advertiser. Advertiser will not unreasonably withhold its approval. Only one(1)round of 8 Representations and Warranties; Disclaimer. revisions shall be provided unless otherwise agreed by 8.1.Advertiser Warranties. Advertiser represents and Publisher. Additional corrections or modifications will be warrants that(i) it has the full right, power and authority to subject to an additional charge and may result in delays in grant the licenses and related rights granted herein and has the service start date. acquired any and all Clearances that are necessary in 5. Ownership. All Advertiser Content or other materials connection with Publisher's exercise of such rights and licenses, (II) the Advertiser Content is true and accurate, furnished by Advertiser for use hereunder will remain the does not violate any law or regulation and is not misleading, property of Advertiser and, subject to Section 3.3, will be defamatory, libelous or slanderous, (iii) Publisher's use of returned upon request. The results of any and all work the Advertiser Content in connection with providing the performed by Publisher, including development of advertising material, creative work, or other content for Services will not infringe upon or violate the rights or Advertiser,will be the property of Publisher. Advertiser may property interests of any third party, including without not modify such material or authorize the reproduction or limitation, any patent,copyright, trademark,trade secret or use of such material in any medium without Publisher's other intellectual property or proprietary right of any other party,or any right of privacy or publicity, and(iv)Advertiser prior written consent. Unless otherwise agreed by the parties, Advertiser and its affiliates may use such creative will maintain a privacy statement on its principal website ("Privacy Statement") that complies with applicable law content only in the format provided by Publisher. and and 6. User information. Any user or usage data or practicesutotusers of such rentwaebs te, Includings ainy privacy y privacy information collected via Publisher's Digital Properties or practices implicated by the undertakings contemplated by related to Publisher's Digital Properties, or any Information this Agreement. Advertiser will notify Publisher in writing collected from sites operated by Publisher's affiliates under promptly if any of the foregoing representations and this Agreement, shall be the property of Publisher and/or warranties becomes untrue. such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement. Any user or usage 8.2.Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN data or information collected via the Yahoo!Properties shall THIS AGREEMENT, NEITHER PARTY MAKES ANY be the property of Yahoo!(to the extent Advertisements are 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 93314V.16 5/9/16 SERVICE PROVIDER AND ANY VENDORS SHALL HAVE 10. Limitation of Liability. EXCEPT FOR THE PARTIES NO LIABILITY OR RESPONSIBILITY TO ADVERTISER INDEMNIFICATION OBLIGATIONS UNDER THIS OR ANY OTHER PERSON WITH RESPECT TO ANY AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH PARTY (INCLUDING YAHOO!, TO THE EXTENT ANY ADVERTISER CONTENT OR OTHER MATERIALS ADVERTISEMENTS ARE BEING PLACED ON THE DISPLAYED ON ADVERTISER'S WEBSITE(S) OR THE YAHOO! PROPERTIES HEREUNDER) BE LIABLE TO FAILURE TO DISPLAY ANY SUCH MATERIALS ON THE OTHER OR ANY OTHER ENTITY FOR ANY PUBLISHER'S WEBSITE(S). PUBLISHER DOES NOT SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, REPRESENT OR WARRANT THAT ANY SERVICES, OR INDIRECT DAMAGES, HOWEVER CAUSED,ON ANY ADS OR OTHER MATERIAL WILL BE DISPLAYED ON THEORY OF LIABILITY,AND WHETHER OR NOT SUCH ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR ERROR, AND PUBLISHER WILL NOT BE LIABLE SUCH DAMAGES. PUBLISHER'S LIABILITY ARISING FOR ANY DAMAGES OR LOSSES INCURRED BY OUT OF THiS AGREEMENT SHALL BE LIMITED TO THE ADVERTISER RELATING TO THE UNAVAILABILITY OF AMOUNT OF FEES PAID OR OWED BY ADVERTISER THE INTERNET OR WEBSITE(S) ON WHICH TO PUBLISHER HEREUNDER DURING THE SIX (6) ADVERTISER'S ADVERTISEMENTS ARE PUBLISHED. MONTHS PRECEDING THE EVENT GIVING RISE TO PUBLISHER MAKES NO REPRESENTATIONS OR THE CLAIM. WARRANTIES RELATING TO THE RESULTS OF 11. Agencies. if Advertiser is using an advertising agency SERVICES, INCLUDING WITHOUT LIMITATION, THE in connection with this Agreement, Advertiser and such NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR agency(the "Agency") shall be jointly and severally liable LEADS AND ANY PROMOTIONAL EFFECT OR RETURN for compliance with the terms of this Agreement and any ON INVESTMENT. Order. Publisher may pursue any applicable remedies in 9. indemnity. the event of default of this Agreement(including any non- 9.1.Indemnity. Advertiser will indemnify and hold payment)against Advertiser or Agency or both without any Publisher, Gannett Co., Inc., Yahoo! (to the extent requirement of first seeking a remedy from one or the other. Advertiser has selected distribution of its Ads via the This Agreement renders void any statements concerning Yahoo! Properties,as described in Addendum A)any other liability which may appear on correspondence from Agency entities that own or operate any of the Distribution Networks or Advertiser. Advertiser and Agency further agree that and each of their respective subsidiaries,affiliates,officers, Publisher does not and will not accept orders or space directors, employees, agents, vendors, and service reservations claiming sequential liability. The person or providers(each a"Publisher Indemnitee") harmless from entity signing this Agreement on behalf of Advertiser and against any and all suits, judgments, proceedings, warrants that such person or entity is duly authorized and claims, losses, costs and expenses (including reasonable has the full power to bind Advertiser to this Agreement and attorneys' fees) (collectively, "Losses") arising out of a agrees to indemnify and hold Publisher, Yahoo! (to the third-party claim resulting from (i) the Advertiser Content extent Advertiser has selected distribution of its Ads via the and other materials provided by Advertiser,or any websites Yahoo! Properties,as described in Addendum A) and their or content that is linked to from any such Advertiser Content subsidiaries and affiliated companies, and all of their or other materials, including, without limitation, any claim respective employees, officers, directors, agents, such Advertiser Content or material is libelous or successors and assigns, harmless from any and all claims, defamatory or violate or infringe the rights of any third party, losses, damages or costs (including reasonable attorneys' fees) arising out of a breach of the foregoing warranty. including any patent, copyright,trademark, trade secret, or other intellectual property or proprietary rights,or any rights Advertiser shall be solely responsible for any commission of privacy or publicity,or claims based on Advertiser's willful or other payment due to Agency. misconduct, negligence or strict liability for a defective 12. Miscellaneous. product; (ii) violation of any laws, rules or regulations 12.1. Consent to Receive Faxes. Advertiser consents to applicable to Advertiser's business operations, products receive facsimile communications from Publisher regarding and/or services; (iii) any actual or alleged breach of its products and services at the following facsimile Advertisers representations, warranties, or obligations number(s) under this Agreement; or (iv) Advertiser's Privacy Statement. 12.2. Waiver/Severability. The waiver or breach of any 9.2.Duty to Defend. Advertiser shall defend at its own provision of this Agreement shall not operate or be expense any claim instituted by any person or entity against construed as a waiver of any other breach of the same or a Publisher indemnitee resulting from a claim covered by any other term or condition. If any provision of this Section 9.1. The Publisher Indemnitee(s) will have the Agreement is found to be unenforceable, the remainder right, at its or their option, to defend such litigation jointly shall be enforced as fully as possible and the unenforceable with Advertiser.Advertiser may not agree to any settlement provision shall be deemed modified to the limited extent that imposes any obligation or liability on a Publisher required to permit its enforcement in a manner most closely Indemnitee without such indemnitee's prior written consent, approximating the intention of the parties as expressed herein. 933t4V.16 5/9/16 loommus 12.3. Assignment. Advertiser may not assign any of its signature that has the same legal force and effect as a rights and/or obligations hereunder or this Agreement handwritten signature on a written contract under arty without Publisher's prior written consent. Publisher shall applicable law or regulation, and is equally binding. By have the right to assign, delegate or transfer, its rights and clicking on the "Click to E-Sign" (or equivalent) button, obligations, under this Agreement, in whole or in part. Advertiser(or its authorized agent)acknowledges reading Publisher shall provide written notice to Advertiser of any and accepting the Agreement and represents,warrants and such assignment. agrees that Advertiser (or its authorized agent) has the 12.4. Governing Law. This Agreement will be governed power,authority and legal right to enter into the Agreement by and construed in accordance with the laws of the State on behalf of Advertiser. of New York,without regard to its conflict of law provisions. 12.8. Third Party Beneficiaries. The disclaimers and 12.5. Waiver of Jury Trial. Each party specifically waives limitations of liability made by Publisher, and the any right to trial by jury in any court with respect to any claim representations and warranties made by Advertiser in this against the other arising out of or connected in any way to Agreement shall apply to Publisher s vendors, and Yahoo! this Agreement. (to the extent Advertisements are being placed on the Yahoo! Properties hereunder), as intended third party 12.6. Force Majeure. Neither party will be liable to the beneficiaries of this Agreement. other party for delays and/or defaults in its performance or commitments under this Agreement due to causes beyond 12.9. Entire Agreement. This Agreement, including any its reasonable control and without its fault or negligence, Addenda or Order(s), is the entire agreement of the parties regarding the provision of the Services and supersedes any including but not limited to acts of God or of the public enemy, fire or explosion, flood, earthquake, actions of the and all prior written or oral agreements between the parties related to the subject matter hereof. This Agreement may elements, war, riots, embargoes, quarantine, strikes, lockouts,disputes with workers or other labor disturbances, be signed in more than one counterpart. This Agreement or acts or requests of any governmental authority. may not be modified except in a writing signed by both parties. 12.7. Electronic Contract.The following provision applies if the Agreement is accepted electronically.The Agreement 12.10. Counterparts.This Agreement may be executed in is an electronic contract that sets out the legally binding counterparts, each of which will constitute an original, and terms of the Services. Advertiser(or its authorized agent) all of which will constitute one agreement. indicates acceptance of the Agreement by clicking on the "Click to E-Sign° button (or its equivalent if the electronic signature platform being used does not have a specific "Click to E-Sign" button). This action creates an electronic IN WITNESS WHEREOF,the parties have executed this Agreement, including all Addenda,as of the Effective Date. PUBLISHER ADVE IS,Et _ l By: itBit _ Name: 4e- Fts1 'lh Name: Ct,c,, I t. 1.9Ct'. L,} Title: Sat (L S P117)?(- Title: C, , PL. ., Date: 1 0 1 4 I / 7 Date: 1 a/V f/ 7 PUBLISHER AGENCY By: 1G N� Gib-T1L= �j1---- By: /I„/M- Name: !M'Name: t -moi' C` � f Name: Title: ye ✓ s: -.(7 f Title: Date: l v 4. 1 -7 Date: 93314V.16 5/9/16 ADDENDUM A—PRINT AND ONLINE ADVERTISING 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(les)(e.g., Publisher's website(s), Publisher's tablet or mobile applications, digital display ads associated with the e-edition of Publisher's newspaper, etc.) specified in the applicable Order (each a "Digital Property"),Cars.com,and/or on Yahoo!Properties(as defined below),then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising Services. 1. Rates. Unless otherwise specified in Advertising from time to time, including policies regarding artwork Commitment in connection with a Commitment from Advertiser, specifications,format and submission deadlines. Advertiser's purchase of Ads for display in the Newspapers, on q Ad Serving. Advertiser grants to Publisher and Yahoo!,as the Digital Properties and/or on the Yahoo!Properties will be billed at Publisher's Standard Rates. Advertiser acknowledges that it applicable, a license to (a) display Advertiser's Ads on the has been provided a copy of Publisher's standard rate card. The Distribution Network;and(b)modify,copy,reformat,transmit and rate card, including any terms and conditions in such rate card, otherwise manipulate the Ads in connection with such display. are hereby incorporated into this Agreement by reference, Advertisements will be served in accordance with one of the provided that in the event of a conflict between any terms or following options: conditions in the rate card and the terms of this Agreement, the 4.1. By Publisher. If Publisher and/or Yahoo!will be responsible terms of this Agreement will control. Publisher reserves the right for serving the Digital Ads through its own ad servers, then to modify its rate card,including increasing its Standard Rates,at Publisher and/or Yahoo! will track delivery of the Digital Ads any time and from time to time. Publisher will provide Advertiser through such servers. The parties agree that Publisher's and/or with at least 30 days'prior written notice of any rate increase. If Yahoo!'s final impression measurements will be used to determine Advertiser objects to any such increase,it shall have the option to the fees due under this Agreement. discontinue display of the applicable Ads by giving written notice to Publisher prior to the effective date of such changes. 4.2. By a Third Party. If a third party (`Third Party") will be Advertiser's right to discontinue the display of its Ads shall be its responsible for serving the Digital Ads through such Third Party's sole and exclusive remedy in the event of a rate increase. If ad server, and such Third Party will track delivery of the Digital Advertiser does not elect to discontinue display of the applicable Ads through its server. The Third Party's final audited Impression Ads, then, following the expiration of the notice period, all Ads measurements will be used to determine the fees due under this shall be billed at Publisher's Increased rates. Agreement. if the parties agree to use a Third Party ad server under the terms of this Addendum,Advertiser agrees to provide 2. Yahoo!Ad Network. To the extent Advertiser has selected Publisher with a user login name and password to access the delivery of Ads across the Yahoo! Ad Network, Advertiser Third Party's impression measurements for purposes of acknowledges and agrees that Publisher is acting as sales agent verification of such measurements. for Yahoo!, inc. ("Yahoo/") and as such, can facilitate the 5. invoices. Publisher agrees that invoices covering the placement of Ads on the Yahoo!Properties in accordance with the delivery of Ads hereunder will contain: (a)the dates and times terms of this Agreement. For purposes of this Agreement, upon which Advertiser's Ads were displayed in the Newspapers Yahoo! Properties" means the website located at yahoo.com, including all sub-domains of yahoo.com and any mirror sites or and/ornwhichthc Digital AdsPuies, and, if accessed onapplith Digital and times successor sites to such web site and sub-domains and any or all upon n the could numberbef the impressions, and/or click- of Yahoors or its affiliates' properties, software, products, thr( ) where reported applicable,rthe dates, ndthenor charge to services,web sites and web pages that are developed in whole or Adveghs during such ubli (e) 's in part by or for Yahoo!or its affiliates,to the extent designated in Advertiser. The invoice shall forme as Publisher's and Yahoo!'s the chart above. (if applicable)certificate of performance. 3. Delivery. 6. Short-Ratinq. If Advertiser has made a Commitment in accordance with Advertising Commitment of this Agreement and, 3.1. Deadlines.Advertiser will provide Publisher all applicable Ads at the end of the Commitment Term set forth in Advertising by Publisher's standard deadline(as designated by Publisher),in Commitment Advertiser has either (i) purchased less volume a format suitable for display in the Newspaper(s) or on the (inches/pages/impressions) of Ads than agreed to in the applicable Digital Property(ies),as applicable,via a transmission Advertising Commitment or (ii) fallen short of the minimum method mutually agreed upon by the parties. Advertiser shall revenue commitment agreed to in Advertising Commitment,then, have the right to change any Ads(s) after submission, provided if Publisher's Standard Rates are higher than the rates Advertiser that it submits any such changes to Publisher no later than was paying during the Commitment Term, (a)Advertiser will be Publisher's standard deadline (as designated by Publisher). billed for(and will be obligated to pay)the difference between the Advertiser shall pay all expenses connected with the delivery of Standard Rate and the Commitment Term rate for all Ads that ran the Ad(s)to Publisher,Changes to any Ads after first publication during the Commitment Term,and(b)Advertiser will be billed at may result in additional charges, which will be disclosed to the Standard Rate (as such Standard Rate may be modified in Advertiser in advance. accordance with Section 1, above) for all Ads run after the 3.2.Submission of Advertising Materials. Unless otherwise Commitment Period. agreed to by the parties in writing, Advertiser will provide all 7. Cancellation. creative services and necessary text,data,images,Illustrations or 7.1. Cancellation of Print Ads. Cancellations will not be accepted graphics and/or other materials with respect to the Ads(s). for Print Ads after the Publisher's standard closing time, as Advertiser will submit the Ad(s)in accordance with the applicable designated by Publisher, Advertiser will be responsible for any Publisher policies and/or Yahoo! policies (if applicable) in effect production or creative services provided by Publisher regardless of the cancellation of any Print Ads. Addendum A , " Nememeeme 7.2. Cancallation of Digital Add 9.3. Removal or Change of Content. Publisher and/or Yahoo!(to 7.2.1. Canceilation Prior to Initial Disiri�ution. At any time prior the extent Advertisements are being placed on the Yahoo! to the serving of the first impression of a Digital Ad on a Digital Properties hereunder)In its sole discretion,may remove or revise Property under this Agreement,Advertiser may cancel an online its Newspaper(s) and/or Digital Properttent,, including the Newspapers' and/or Digital Properties' content, advertising campaign on thirty (30) days prior written notice tonature, design, Publisher. 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 7.2.2. caancetlation After Initial Distribution Once the first Advertiser,Publisher will notify Advertiser of such revisions. If the impression of a Digital Ad has been served on any Digital parties cannot agree upon a satisfactory substitution for the Properly,Advertiser may cancel an online advertising campaign affected ads due to such revision, Advertiser may cancel this by giving Publisher written notice of such cancellation, which Agreement with respect to the affected Ad(s)and shall not have cancellation will be deemed effective on the later of: (i)thirty(30) to pay(or shall receive a refund)for Ads not displayed due to such days after serving of the first Impression of the applicable cancellation. Such cancellation shall be Advertiser's sole and campaign;or(ii)fourteen(14)days after providing Publisher with exclusive remedy and Publisher shall have no further liability such notice. If Advertiser exercises its right to cancel under this whatsoever. Paragraph 8(b), Advertiser will be responsible for all fees that accrue prior to the cancellation date. 10. Pre-Print Policy. All pre-prints must conform to the Publisher's standard pre-print specifications and recommended 8. Reservation of Rights. Publisher may reject, remove or waste calculations, which will be provided by each Publisher. cancel any Ad, space reservation or position commitment at any Inserts must be delivered to the Publisher at least 10 days in time in its sole discretion. Publisher also may edit, reject or advance of distribution date, The Publisher will invoice pre-print remove from its Newspaper(s)and/or Digital Property(ies),at any billing quantities based on copies actually distributed (i.e.,home time, any Ad or other material submitted by Advertiser or its delivery net sales, single copy total draw, and other circulation). Agency,or place the Ad in any Publisher advertising classification Advertiser agrees to be billed the ordered distribution in the event or section that Publisher deems appropriate. Publisher also shall that out of specification inserts are received. have full latitude with respect to positioning all advertisements in 11. Native Advertising. If the campaign(s) described in the the Newspapers; provided, however, that Publisher will use its Agreement contemplate that Publisher will distribute Native reasonable efforts to accommodate Advertiser's positioning requests. Advertising campaigns on behalf of Advertiser, "Native Advertising'shall include any long-form content that is published 9. Responslbillty for Advertisements, on Publisher's print and/or digital platforms(as specified herein) 9.1. Technical Quality Typ r that is either(i)created by or on behalf of Publisher,at Advertiser's og ap(mical Errors:Incorrect Insertions direction, for the or Ofnissions. Publisher is not be responsible for any material that advertisementpurpose of enabling a aif of to un a is not properly displayed or that cannot be accessed or viewed ("Publishercontbxr relevantConte (ii) is d behalf a Advertiserrors because the material was not received by Publisher in the proper designee placement, or )Publisher provided on its Advertiseriits form,in a timely manner,or in an acceptable technical quality for pe pertie for by dvetisinor o print or digital display on the Digital PropertyQes)and/or the Yahoo! Properties properties specified herein haveAdvertiser Content"), Advertiser,in (if applicable). This Agreement cannot be invalidated,and neither its senole pdrior to publication, blill e ub is to approve oto Pwith the Publisher nor Yahoo] will be liable for typographical errors, Content prior cr en, by Publisher Publisher, conneceod wrh the incorrect insertions or incorrect publication or omissions in anycamhave described herein, ved ninAdvertiserts sole t prior to Advertiser Content displayed or will have the right to approve any Content prior to Agreement or omitted d from display or publication.pursuant to this publication by Publisher in connection with such campaign. For clarity,Publisher will not be obligated to publish,via any platform, 9.2 Failure to Display Advertiser Content. Publisher and Yahoo! any Advertiser Content that Publisher determines, in its sole (to the extent Advertisements are being placed on the Yahoo! discretion, does not meet Publisher's content guidelines or is Properties hereunder)are not required to display any Advertiser otherwise inappropriate for publication. In addition, Publisher Content or other material for the benefit of any person or entity reserves the right, in its sole discretion, to include labels in, on other than Advertiser. If there is an interruption or omission of the and/or around any Native Advertising published on behalf of publication of any Advertiser Content or other material contracted Advertiser hereunder that Indicate that the applicable Native to be published hereunder,Publisher and/or Yahoo!(to the extent Advertising content was sponsored by and/or provided by applicable) may suggest a substitute time period for the Advertiser. 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 and Yahoof (to the extent Advertisements are being placed on the Yahoo! Properties hereunder) shall have no further liability hereunder for such failure. Addendum A mum ADDENDUM B-DIGITAL MARKETING SERVICES If Advertiser is purchasing digital marketing services under this Agreement("Marketing Services"),the terms and conditions set forth in this Addendum B will apply to each Order Advertiser submits for such Marketing Services. Publisher has engaged G/O Digital, a division of TEGNA, Inc. ("G/O Digital")to provide Marketing Services which include Pay Per Click Service, SEO Service, Maps/Reputation Management Service, Email Marketing Service, Social Media Service, Web Design/Development/Hosting Service,and/or any other Marketing Services that G/0 Digital may make available from time to time, subject to any applicable terms and conditions regarding such Marketing Service. G/O Digital shall provide such Marketing Services in accordance with the terms of this Agreement. For clarity, if Advertiser has not purchased a particular Service described below,then the terms below relating to that Service will not apply to Advertiser. 1. Rates. Unless otherwise specified on Advertising Maps/Places" or a particular position or rank for Advertiser's Commitment from Advertiser,Advertiser's purchase of Marketing website or business listing in any search results. Services will be billed at Publisher's Standard Rates. Advertiser 2.4. Keywords. Advertiser acknowledges and agrees that acknowledges that it has been provided a copy of Publisher's Publisher,in its discretion,may select keywords for the PPC and standard rate card for Marketing Services. The rate card, SEO campaigns and for Maps Reputation Management Services. including any terms and conditions in such rate card,are hereby Publisher will use reasonable efforts to use Customer provided incorporated into this Agreement by reference,provided that in the event of a conflict between any terms or conditions in the rate card keywords; however, Publisher cannot guarantee that all of the and the terms of this Agreement,the terms of this Agreement will Customer's keywords will be used. control. Publisher reserves the right to modify its rate card, 2.5.Email Marketing Service. Publisher's Email Service includes including increasing Its Standard Rates for Marketing Services,at the creation of email marketing messages based on the Advertiser any time and from time to time. Publisher will provide Advertiser Content and transmission of email messages on behalf of with at least 30 days'prior written notice of any rate increase. If Advertiser. Advertiser will have the opportunity to review and Advertiser objects to any such Increase,it shall have the option to approve all email marketing messages prior to the launch of an discontinue use of the applicable Marketing Services by giving email marketing campaign under the applicable Order.Publisher written notice to Publisher prior to the effective date of such will determine the transmittal date and time. The Order will specify changes. Advertiser's right to discontinue the use of particular (i) whether Publisher or Advertiser determines the recipient list Marketing Services shall be its sole and exclusive remedy in the and(ii)the number of recipients and the number of transmittals to event of a rate increase. If Advertiser does not elect to discontinue the recipient list. Publisher does not make any representations or use of the applicable Marketing Services, then, following the warranties about deliverability or open rates. Upon request of expiration of the notice period, all Marketing Services shall be Publisher, Advertiser will provide its Do-Not-Email list for billed at Publisher's increased rates. Publisher's use in deleting addresses on such list from the 2 Marketing Services. recipient list. Advertiser represents and warrants that its Do-Not- Email list includes addresses for all recipients who have opted out 2.1. Pay Per Click ("PPC") Service. Publisher will create ads of receiving emails from Advertiser. based on the Advertiser Content and will distribute the Ads through the Publisher Distribution Networks.Advertiser will have 2.6. Social Media Service. Publisher's Social Media Service the opportunity to review and approve all PPC campaigns prior to includes the creation and maintenance of Advertiser's social launch. Advertiser will be solely responsible for all content media accounts(e.g.,Facebook,Twitter,Foursquare,etc.)on the associated with any PPC campaign. Fees are based upon the sites as agreed upon by Publisher and Advertiser.To the extent number of clicks on ads by users, based on the cost per click Advertiser's social media accounts are already claimed by ("CPC")rate set forth in the applicable Order. Advertiser or its representative, Advertiser will provide 2.2.Search Engine Optimization ("SEO") Service. The SEO administrative credentials for such social media outlets to enable Service Includes the Qptimization of the chosen numberTheS Oof Publisher to provide the Social Media Service as contemplated keywords (e.g., 5, 10, 15 or custom) and the application of"on herein. Advertiser shall have the opportunitys, andother to review and page"and"off page"SEO strategies for Advertiser's website,with approve statements alsocialr mediati posts,o ptublication and ofthe social, media thegoal of obtainingimproved or content prior to the post, tweet, ranking in organic search engine statement or other content distributed by or on behalf of Advertiser results for selected keywords.To the extent Advertiser's website via Advertiser's social media accounts. Advertiser will ensure that is not hosted by Publisher, Advertiser will provide access to Its all such content complies with applicable law and applicable social website to enable Publisher to perform the SEO Service. media service's terms of service,as such terms of service may be Notwithstanding the foregoing or anything in this Agreement to the modified from time to time. Advertiser further acknowledges that contrary, Advertiser acknowledges that, although Publisher will Publisher does not operate or otherwise control any third-party use reasonable efforts to optimize the ranking of Advertiser's ads social media service. Publisher is not responsible or otherwise based on the selected keywords, Publisher makes no guarantee liable for any inaccuracy on, or unavailability of, any third-party that Advertiser's search ranking position will be maintained or social media service. optimized. Advertiser agrees that Publisher will not be liable for any unfavorable ranking results of Advertiser's ads,whether such 2.7.Web Oesipn/Devalopment/Hostinq Service. JDesktop or unfavorable results arise from the SEO Service or from an act or Mobile!: Publisher will design, develop, and/or update the omission of the applicable search engine. Advertiser's website as part of this service. Publisher's Services 2.3. Maps/Reputation Management Service, This Service is may include hosting a website for Advertiser,including performing designed to help Advertiser's business listing appear in the maintenance and controlling the functionality and accessibility of "Google Maps/Places" in response to searches for Advertiser's the website. Publisher may perform these Services directly or optimized keywords.Advertiser acknowledges that search results through a subcontractor. Advertiser is required to provide and search engine rankings are influenced by several factors,and Publisher with Its terms of use and privacy policy to be displayed Publisher does not guarantee any placement in the "Google on its website. • • 3. Ancillary Services. In connection Advertiser's subscription is not responsible to provide notice of rights of the Advertiser's to with one or more of the Marketing Services described in Section clients and prospective clients relating to potentially confidential 1,above,Publisher may provide the following ancillary Services: or privileged communications. Any notice required by law other 3.1. Proxy Sites. Publisher may provide a mirrored version of the than Recording Notification Is the sole responsibility of the Advertiser's website ("Proxy Site"). In order to use the proxy Advertiser. service, (i)Advertiser's website must be operational, functional, 4. Indemnification for Call Recording. Without limiting and accessible through the Internet,and(ii)the URL visible above Advertiser's indemnification obligations under Section 8.1 of the the Proxy Site to users clicking on the Advertiser's ad must reflect Terms and Conditions, if Advertiser uses the Call Recording the website address for the Proxy Site and NOT that of the service, Advertiser agrees to Indemnify and hold the Publisher Advertiser's website.Advertiser agrees that Publisher is in no way Indemnitees harmless from and against any and all Losses arising responsible for the operation and functionality of the Advertiser's out of a third-party claim resulting from any failure by Advertiser to website. Advertiser agrees that it has all rights to the content on comply with the requirements of the Health Insurance Portability the Advertiser's existing website and Advertiser is able to grant and Accountability Act of 1996(ii)Advertiser's use or misuse of the the right to Publisher to use the content in connection with the Call Recording service. Advertiser shall not use the Call Services. Recording service to intimidate, harass, or otherwise violate the 3.2 Call_Rerfpr�lin9 Services. If Advertiser elects to use the Call privacy or other rights of a caller and a Recorded Person. If Publisher learns about any alleged misuse of the Call Recording Recording Service In connection with one or more of the Marketing Services described in Section 1,above, Publisher will, service,dvertirPuse reserves theerdin to service withoutit the totalitynotice of on Advertisers behalf,record(i)calls between Advertiser and its Advertiser use of the Call Recording service or clients regarding the Services (the "Service Calls") and (ii) liability. incoming calls to Advertiser from prospective clients of Advertiser 5. Additional Terms. G/O Digital's policies regarding (the"Inbound Calls') (collectively"Call Recording).Advertiser cancellation and termination of orders,Including but not limited to acknowledges that the purpose for Call Recording is for auditing cancellation fees, shall apply. If the Advertiser cancels an order this Agreement and the Services in the Order. Advertiser grants early, the Advertiser will be billed through the next billing cycle. specific permission to Publisher to administer, monitor, use and For example, if the Advertiser cancels prior to the end of the access Call Recording and the content of the recorded calls as month, the Advertiser will be billed through the end of the next Advertiser's agent. Publisher will provide prompt disclosure in calendar month. If the Advertiser cancels prior to the end of the Call Recording that the Service Call or Inbound Cali may be four(4)month minimum commitment,the Advertiser will be billed recorded ("Recording Notification"). Advertiser acknowledges for four (4) full months. Upon cancellation, the Advertiser must that it is responsible for notifying and/or obtaining the consent to notify Publisher In writing if the online advertising should cease,if Call Recording from its representatives (including employees, no notice is provided,the advertising will be active through the end agents and independent contractors)who may be recorded in a of the commitment. Service Call or Inbound Call. For clarity,Advertiser acknowledges and agrees that Publisher is not responsible to provide any notice in connection with Call Recording other than Recording Notification. Advertiser specifically acknowledges that Publisher mommi ADDENDUM A-2 -- CARS.COM If Advertiser is purchasing Digital Ads for distribution on Cars.com, the additional terms and conditions set forth in this Addendum A-2 will apply to each Product Order for such Ads. 1. Definitions. "Cars.com"collectively means Cars.com,LLC 5. Materials,Products and User Data.Customer may use the and its subsidiaries and affiliates."Content"means all content and Materials solely as necessary for ii to use the Products for their materials provided or made accessible by Customer to Cars.com, intended purpose.Customer shall not use or permit the use of the including links, banner ads, videos, vehicle inventory data,text, Products In any unauthorized manner. Materials and Products will branding, photos and images. "DMS"means Customer's dealer remain the sole and exclusive property of Cars.com and its management system. "Laws"means all federal,state,and local licensors.When contacted regarding a Listing,Customer agrees laws, rules, and regulations, including dealer licensing laws, to respond to users in the manner requested by the user within 4 vehicle advertising laws, the Federal Do-Not Call rules, and the business hours. Customer agrees to protect User Data in Federal CAN-SPAM rules. "Listings" means those listings of accordance with the Law and use User Data solely to fulfill user Customer vehicles that are based on the Content and displayed requests and to provide customer service to the user. on the Sites by Cars.com and on the sites of Cars.com's distribution partners."Materials"means all materials and services 6. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED provided or made accessible by Cars.com to Customer,including HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF web sites, software, technology, and other intellectual property, ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING registered or not. "Policies" means the Cars.com advertising ANY IMPLIED WARRANTY OF MERCHANTABILITY OR policies located online at httna/dealers,gars.com/adpolicies, as FITNESS FOR A PARTICULAR PURPOSE OR updated from time to time. "Product(s)" means the products NONINFRINGEMENT. CARS.COM DOES NOT REPRESENT selected by Customer as set forth in the Order Form. "Sites" OR WARRANT THAT PRODUCTS OR LISTINGS WILL BE means the Web site located at www.cars.com (and any natural FREE OF ERRORS. IN NO EVENT SHALL CARS.COM BE evolution thereof)and any mobile,private-labeled,co-branded or LIABLE FOR ANY INDIRECT,INCIDENTAL,CONSEQUENTIAL, other versions of the site, and any other web sites owned or SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING operated by or on behalf of Cars.com, regardless of URL."User OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING Data°means any personally identifiable information and financial LOST PROFITS, EVEN IF SUCH DAMAGES ARE information related to a user (including first name, last name, FORESEEABLE.IN NO EVENT WILL THE TOTAL AGGREGATE address, phone number, email address, social security number, LIABILITY OF CARS.COM EXCEED THE AMOUNT ACTUALLY and financial information)that is received by Customer through its PAID OR PAYABLE BY CUSTOMER UNDER THIS use of a Product. AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.CARS.COM MAKES 2. Term and Termination. Orders cannot be cancelled during NO GUARANTEES WITH RESPECT TO THE SECURITY OR their initial term.The initial term for each Order made under this THE EFFECTIVENESS OF THE PRODUCTS. Agreement shall be the period specified in the Order Form,or if no initial term is specified, for 12 months, and shall commence 7. Confidentiality.Customer agrees not to disclose to any party upon delivery of a Product. Cars.com reserves the right to or use for any purpose any non-public business, technical, or discontinue any Product at any time and may suspend other information relating to or provided by Cars.com, including performance for Customer's failure to pay any invoice when due the terms of this Agreement and Cars.com's trade secrets, or Customer's failure to comply with the Policies. marketing plans, business plans, product plans, pricing,financial information,software,and Intellectual property.Customer agrees 3. Content. Customer grants Cars.com a perpetual, not to sell,lease,license,rent,transfer,or otherwise provide User irrevocable, royalty-free, transferable, license to access, edit, Data to third parties (other than disclosing User Data to third store, enhance, modify, adapt, translate, copy, reproduce, parties as necessary for such parties to provide the permitted distribute, transmit, broadcast, publish, perform and display services on behalf of Customer) or use User Data in any other publicly,prepare derivative works of,and otherwise use Content, unauthorized manner, including spam, junk mail, or direct and to sublicense such rights through multiple tiers. Cars.com marketing. reserves the right to modify the Sites and Products,and to edit or reject any Content or portion thereof from use on the Sites or Products in its sole discretion and without notice. 4. DMS Access. If Customer requests that Cars.com extract Content from a DMS,Customer will provide Cars.com with all user names,passwords,and other information necessary for Cars.com and any agents and contractors working on Cars.com's behalf to access the DMS and extract Content.In the event of such request, Customer expressly consents to Cars.com and its agents and contractors accessing and extracting Content from the DMS on an ongoing basis until such consent is revoked with written notice to Cars.com. Subject to applicable Law, Cars.com shall have a reasonable period of time to effect such revocation. • ADDENDUM C—EVENT SPONSORSHIP If Advertising is purchasing a Sponsorship of a Publisher Event or Program,specified in the Advertising Commitment or the applicable Order,the terms and conditions below shall apply. 1. Cancellations. Sponsorship Fees (i.e., the amount listed on 6. Insurance.If the Sponsorship includes the Advertiser attending the Advertising Commitment)are non-refundable. Advertiser may the Event (as exhibitor or vendor) to market Its products and not cancel or terminate its sponsorship. if an Event is cancelled services, the Advertiser shall maintain insurance issued by a by the Publisher and not rescheduled,the Advertiser may receive company reasonably acceptable to Publisher, for the following a refund of a portion of its Sponsorship Fee.The amount refunded insurance: (i) commercial general liability insurance, including will be determined after deducting (I) any non-refundable costs coverage for properly damage, personal injury, or death In an and expenses associated with the Event and(II)any promotional amount of not less than One Million Dollars ($1,000,000) per advertising for the Event that has already been published or occurrence; (ii)automobile liability insurance in an amount of not displayed.Any trade or complimentary advertising included in the less than One Million Dollars ($1,000,000) per occurrence; m Sponsorship Fee shall be forfeited. worker's compensation insurance in amounts as statutorily required; (iv) product liability insurance in an amount of not less 2. Content and Creative. Publisher shall be solely responsible than $1,000,000 per occurrence for bodily Injury, illness, and for creating all promotional materials(print and digital), signage, property damage combined; and (v) professional liability or program(s) for the Event or the Program. Advertiser shall be insurance in amount of not less than One Million Dollars identified as a promotional sponsor of the Event or Program in the ($1,000,000) per occurrence. A copy of the certificate(s) of promotional materials, signage and program book(if appicabie). insurance, naming the Publisher, Gannett Co., Inc., and its Publisher has sole discretion to determine the volume,frequency, subsidiaries and affiliates as additional insureds,shall be provided number of impressions of any advertising for the Event,placement to Publisher prior to the Event. of advertising(print and/or digital),and positioning of Advertiser's name. Publisher has sole discretion to determine if any radio.TV Publicity. Any press releases or public announcements regarding the Sponsorship which will include Publisher's name, or billboard advertising will be provided. are subject to Publisher's prior review and approval. Such 3. Limit of Liability.. Publisher is not liable for any interruption, approval may be granted or denied in Publisher's sole discretion. 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 Orstion. 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 Advertising Commitment or Order.