These General Terms and Conditions (“Terms and Conditions”) are entered into by and between Bleecker Street Publications, LLC, a Delaware limited liability company (“Bleecker”), and the advertiser set forth in any Accepted Insertion Order (as defined below) (“Advertiser”) (Bleecker and Advertiser each a “Party” and, collectively, “Parties”).

WHEREAS, Bleecker is in the business of publishing various digital media and publications (each a “Publication”, and, collectively, “Publications”); 

WHEREAS, Advertiser desires to purchase from Bleecker, and Bleecker desires to sell to Advertiser, digital advertising space (“Ad Space”) for advertisements (each an “Advertisement”) on the terms described herein and in any Insertion Order (as defined below). 

NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms not otherwise defined in the Agreement have the meanings set out in this Section.

“Intellectual Property” means any and all trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source; original works of authorship and related copyrights and any other intangible property in which any party holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

“Insertion Order” means Bleecker’s standard form Insertion Order which may be amended from time to time.

2. Agreement to Purchase and Sell Ad Space.

2.1 Purchase and Sale. Subject to these Terms and Conditions, Bleecker shall sell to Advertiser, and Advertiser shall purchase from Bleecker, advertising space in the Publication(s) set forth in any Accepted Insertion Order. Advertiser may purchase Ad Space for individual Advertisements as well as for multiple Advertisements that are part of a coordinated ad campaign.

2.2 Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and Bleecker. This Agreement will not restrict (a) Advertiser from advertising in other publications or media or (b) Bleecker from selling Ad Space to any third parties.

2.3 Submission of Insertion Orders. Advertiser shall initiate all purchases of Ad Space by delivering to Bleecker an executed Insertion Order. Advertiser’s delivery of an Insertion Order to Bleecker constitutes an offer to purchase Ad Space pursuant to these Terms and Conditions and the Insertion Order, and no other terms. 

2.4 Acceptance or Rejection of Insertion Orders. Bleecker has the right, in its sole discretion, to accept or reject any Insertion Order. No Insertion Order is binding on the Parties unless accepted by Bleecker. Bleecker will accept any Insertion Order by countersigning the Insertion Order (“Accepted Insertion Order”).

2.5 Amendments to Insertion Orders. Advertiser shall have the right to cancel or amend any Insertion Order delivered to Bleecker, without Bleecker’s consent, only if Bleecker has not yet accepted the Insertion Order. No changes to any Accepted Insertion Orders are permitted unless received thirty (30) days in advance of the Campaign Start Date set forth in any Accepted Insertion Order or otherwise agreed to by Bleecker. No amendments to Accepted Insertion Orders are effective until executed by all Parties. 

2.6 Bleecker Policies. Bleecker may provide Advertiser with all of its advertising policies for the Publication, including technical specifications for Advertisements, submission deadlines for any of the layout, copy, or artwork, content restrictions, and any other compliance policies for Advertisements to appear in the Publication, as may be implemented or amended by Bleecker from time to time (“Bleecker Policies”). All Advertisements must conform to Bleecker’s Policies.

3. Price and Payment.

3.1 Price. Advertiser shall purchase Ad Space from Bleecker at the prices set forth in the Insertion Order (“Prices”). Bleecker reserves the right to adjust the Prices on fifty (50) days’ Notice to Advertiser.

3.2 Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser under these Terms and Conditions. Advertiser shall be responsible for all such charges, costs, and taxes, except for any taxes imposed on, or related to, Bleecker’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

3.3 Payment. Advertiser shall pay all invoiced amounts due to Bleecker within thirty (30) days of the date of such invoice, except for any amounts disputed by Advertiser in good faith. Advertiser shall make all payments in US dollars via the methods set forth in any invoice. 

3.4 Invoice Disputes. Advertiser shall notify Bleecker in writing of any dispute with an invoice (along with substantiating documentation/a reasonably detailed description of the dispute) within thirty (30) days from the date of such invoice. Advertiser will be deemed to have accepted all invoices for which Bleecker does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in 3.3. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 

3.5 Late Payments. Except for invoiced payments that Advertiser has disputed, Advertiser shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law. 

4. Advertisement Requirements.

4.1 Delivery and Marking.

(a) Advertiser shall deliver all Advertisements to Bleecker in final format in accordance with the technical specifications set forth in the then-current Bleecker Policies. Subject to 4.1(b), Bleecker is not responsible for making any corrections to Advertisements.  Advertisers bear all risks of delay associated with the delivery of Advertisements to Bleecker.

(b) Any Advertisements that might be mistaken for editorial content must be clearly marked “advertisement” or similar language. Bleecker reserves the right to, or require Advertiser to, mark any Advertisement as advertising to avoid confusion with editorial content. 

4.2 Clearances. Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Advertiser to create any Advertisement and grant Bleecker the right to reproduce, print, and distribute it in the Publication. 

4.3 Bleecker Approval. 

(a) Advertiser must ensure that all Advertisements conform to the then-current Bleecker Policies, and all applicable laws, when submitted to Bleecker. Bleecker reserves the right to reject any Advertisement (regardless of whether such Advertisement was previously accepted) which, in its sole discretion, Bleecker may determine (i) does not comply with any Bleecker’s Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by Bleecker of any products or services. 

(b) Bleecker shall notify Advertiser of any objection to any Advertisement therein. Bleecker may, in its sole discretion, (i) provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable deadlines and Bleecker’s overall publication schedule, (ii) allow Advertiser to substitute a previously run ad having the same dimensions, or (iii) run a public service announcement.

5. Bleecker’s License. Subject to these Terms and Conditions, Advertiser grants Bleecker a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Advertisement, including all of Advertiser’s Intellectual Property contained therein, in the Publication in accordance with the terms of these Terms and Conditions and the corresponding Accepted Insertion Order. Other than this express license, Advertiser grants no right or license to Bleecker by implication, estoppel, or otherwise to any Advertisement or Advertiser’s Intellectual Property. 

6. Representations, Warranties, and Certain Covenants.

6.1 Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that:

(a) it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation/organization/formation;

(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Terms and Conditions, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under these Terms and Conditions;

(c) it has the full right, power, and authority to enter into these Terms and Conditions, to grant the rights and licenses granted under these Terms and Conditions and to perform its obligations under these Terms and Conditions;

(d) the execution of any Insertion Order by its Representative has been duly authorized by all necessary action of the Party; 

(e) these Terms and Conditions and any Accepted Insertion Order constitute the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.

6.2 Advertiser Representations, Warranties, and Covenants. Advertiser represents, warrants, and covenants to Bleecker that:

(a) at the time of the Advertisement’s publication and dissemination, any statement, claim, or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable laws, including the laws of the Federal Trade Commission and (ii) shall comply with all other applicable laws regarding deceptive trade practices, fair competition, and consumer protection;

(b) nothing in any Advertisement will (i) violate any criminal law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful;

(c) Advertiser has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize Bleecker to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary; 

(d) to the extent that any Advertisement is delivered to Bleecker in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and

(e) Advertiser shall use the Ad Space solely for its own benefit and not for the placement of any third-party advertising. 

6.3 Bleecker Covenants. Bleecker shall not, and shall not grant any third party the right to:

(a) Republish or otherwise reuse, edit, modify, or create any derivative works of any Advertisement thereof in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others.

(b) Alter or delete any Advertiser Trademark or Trademark or copyright notice included in any Advertisement. 

6.4 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT.

7. Indemnification.

7.1 Advertiser Indemnification Obligations. Advertiser shall defend, indemnify, and hold harmless Bleecker and its employees, officers, directors, agents, affiliates, successors, and permitted assigns, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers (collectively, “Losses”),  arising out or resulting from any claim alleging: 

(a) breach by Advertiser of any representation, warranty, covenant or other obligations set forth in these Terms and Conditions or any Accepted Insertion Order; or

(b) negligence or more culpable act or omission of Advertiser (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Terms and Conditions. 

8. Limitation of Liability; Disclaimer of Warranties. 

8.1 Limitation of Liabilities. 

(a) NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(b) MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO BLEECKER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Termination of Insertion Order.

9.1 Mutual Right to Terminate. Either Party may terminate any Accepted Insertion Order upon written Notice (as defined in 10.3) to the other Party:

(a) if the other Party materially breaches any material provision of these Terms and Conditions or any Accepted Insertion Order and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within thirty (30) days after its receipt of written Notice of such breach; 

(b) if the other Party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

(c) in the event of a Force Majeure Event (as defined below). 

9.2 Bleecker’s Right to Terminate. Bleecker may terminate any Accepted Insertion Order:

(a) if Advertiser fails to pay any amount when due under these Terms and Conditions and such failure continues for fifteen (15) after Advertiser’s receipt of written Notice of nonpayment;

(b) if Advertiser fails to timely pay all amounts owed more than two (2) times in any twelve (12) month period.

9.3 Advertiser’s Right to Terminate. Advertiser may terminate any Accepted Insertion Order by delivering Notice to Bleecker at least thirty (30) days prior to the Campaign Start Date set forth in the Accepted Insertion Order.

9.4 Effect of Termination. Expiration or termination of these Terms and Conditions or any Accepted Insertion Order will not affect any rights or obligations that: (i) are to survive the expiration or earlier termination of these Terms and Conditions or Accepted Insertion Order; and (ii) were incurred by the Parties prior to such expiration or earlier termination. 

9.5 Partial Termination. In the event that either Party partially terminates an Accepted Insertion Order, Bleecker reserves the right to cancel any discounts or preferential pricing which was given, in whole or in part, as a result of any terminated Advertising. All such sums shall be remitted to Bleecker in accordance with Section 3.3.

10. Miscellaneous.

10.1 Entire Agreement. These Terms and Conditions, together with any Accepted Insertion Orders, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.2 Survival. Subject to the limitations and other provisions of these Terms and Conditions, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of these Terms and Conditions; and (b) 3 and 10 of these Terms and Conditions, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of these Terms and Conditions. 

10.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in any Insertion Order (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid).

10.4 Severability. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify these Terms and Conditions to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5 Amendment. Bleeker may amend these Terms and Conditions from time to time. The version of these Terms and Conditions which exist on the date of any Accepted Insertion Order shall apply to any Accepted Insertion Order.

10.6 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.7 Cumulative Remedies. All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 

10.8 Choice of Law. This Agreement, all Insertion Orders, all other related documents, and all matters arising out of or relating to these Terms and Conditions, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Michigan, United States of America without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan

10.9 Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to these Terms and Conditions shall be instituted in the U.S. District Court for the Eastern District of Michigan (Southern Division) or the State courts in the County of Oakland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding and waives all other forum and venue.

10.10 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.11 Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions (except for any obligations to make payments to the other Party hereunder), when and to the extent such Party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, medical pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms and Conditions; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and (i) other similar events beyond the reasonable control of the Impacted Party. 

The Impacted Party shall give Notice within a commercially reasonable time from discovering the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 

10.12 Relationship of Parties. Nothing in these Terms and Conditions creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Bleecker is an independent contractor pursuant to these Terms and Conditions. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

10.13 Asset Timeline.

(a) All assets must be received by Bleecker Street Publication’s Market Coordinator, Maureen Pichner, no later than 5:00 pm EST five (5) business days before the scheduled run date.

(b) Client approval for content must be received no later than 5:00 pm EST two (2) business days before the scheduled run date.

(c) In the event assets or approvals are not timely received, Bleecker Street Publications will reschedule to the next available date.

(i) Bleecker Street Publications reserves the right to charge a rescheduling fee of up to five hundred ($500) dollars.

(d) All video assets

(i) Any product that requires a videographer must be received no later than two (2) weeks prior to the scheduled run date.

(ii) In the event video assets are not timely received, Bleecker Street Publications will reschedule to the next available date dependent on the availability of the videographer.

(1) Bleecker Street Publications reserves the right to charge a rescheduling fee of up to five hundred ($500) dollars.

10.14 Contests and Sweepstakes.

(a) The “Prize Winner Affidavit of Eligibility and Liability/Publicity Release” must be returned to our office within ten (10) days of issuance of initial correspondence.