Haymarket Media Inc. Advertising and Sponsorship Terms and Conditions

These advertising and sponsorship terms and conditions (“Terms and Conditions”) govern any Services, Deliverables and Programs (each term defined below) delivered pursuant to an insertion Order (“IO”) entered into between Haymarket Media, Inc. (“HMI” or “Haymarket”), and Client, or if applicable, Agency as agent for and on behalf of the Client, as identified in the corresponding IO (together hereinafter referred to as “Parties”, and each a “Party”). The Terms and Conditions are deemed to be incorporated into the corresponding IO by this reference. The Parties agree to be bound by these Terms and Conditions, any terms included in the IO and any additional terms linked hereto (collectively, “Agreement”).

WHEREAS, HMI is in the business of providing promotional, advertising and marketing services;

WHEREAS, Client desires to retain HMI to provide certain promotional, advertising and marketing services.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services

1.1 Services. HMI shall provide to Client certain promotional, advertising and marketing services (each a “Service,” and collectively “Services”) and related deliverables (each a “Deliverable,” and collectively “Deliverables”) in connection with sponsored, award and conference programs, and print and digital advertisements (each a “Program” and collectively “Programs”), pursuant to an IO.

1.2 Types of Services; Applicable Terms. Services provided by HMI are categorized as follows and governed in accordance with the additional terms and conditions outlined in the applicable Exhibit:

Sponsored programs – which include webcasts, hybrid, virtual or in-person events (each an “Event”), podcasts, videos, eBooks, surveys, content syndication program and/or related campaigns, lead generation or partner content/native articles (each a “Sponsored Program”). Services pertaining to Sponsored Programs shall be in accordance with Exhibit A.
Award programs – which include promotional considerations and activations which coincide with Events focused on award events (each an “Award Program”). Services pertaining to Award Programs shall be in accordance with Exhibit B.
Conference programs – which include promotional considerations such as speaker panels, booths, exhibits, and/or related branding opportunities (each a “Conference Program”). Services pertaining to Conference Programs shall be in accordance with Exhibit C.
Advertisements – which include print and/or digital advertising placements and Haylo^TM programs on behalf of the Client (each an “Advertisement”). Services pertaining to Advertisements shall be in accordance with Exhibit D. All digital Advertisements (media buys) shall be governed by the Standard IAB Terms and Conditions For Internet Advertising For Media Buys One Year Or Less (Version 3.0) (“Standard IAB Terms”), except as amended and modified in each applicable IO, and as mutually agreed to and executed by the Client, or an Agency on behalf of its Client.

2. Invoices; Payment.

2.1 In consideration of the provision of the Services and Deliverables under this Agreement and the corresponding IO, Client shall pay HMI the fees listed in the corresponding IO, and if specified, in accordance with the schedule outlined therein. All payment is due thirty (30) days from the date of the invoice, unless otherwise stated in the IO. If Client, or Agency on behalf of a Client where applicable, fails to make a payment in accordance with the Agreement or as otherwise noted in the IO, HMI may terminate the IO without further Notice (defined below) and without obligation to refund monies previously paid. In the event HMI refers Client’s account to a collection agency or an attorney due to non-payment, Client will be liable for all of HMI’s costs and expenses incurred in connection with Client’s non-payment, including, without limitation, court costs and reasonable collection or attorney fees.

3. Confidentiality.

3.1 Each Party receiving confidential information (“Receiving Party”) of the other Party (“Disclosing Party”) will hold such confidential, proprietary and/or non-public information (“Confidential Information”) of the Disclosing Party in strict confidence and treat that information with the same degree of care as it uses in dealing with its own confidential information, but no less than a reasonable degree of care. Each Party will use the other Party’s Confidential Information solely for the purposes of the Agreement. For avoidance of doubt, HMI’s Confidential Information includes any User Level Data (defined below) provided as connected with a Program. Either Party may share such Confidential Information with its affiliates and their respective employees, directors, or officers who need to know it and if they have agreed with such person in writing to terms at least as restrictive as those in the Agreement. Other than as allowed in this section, each Receiving Party agrees to not disclose or make the Disclosing Party’s Confidential Information available to any third party, except as specifically authorized by the Disclosing Party in writing. The Receiving Party’s obligations do not apply to information that: (a) was known to them without restriction before receipt from the Disclosing Party; (b) is publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving party without reference to any Confidential Information of Disclosing Party as demonstrated by written records. The Receiving Party may disclose Confidential Information when compelled to do so by law, but only if it: (a) promptly provides prior Notice to the Disclosing Party and an opportunity for the Disclosing Party to seek a protective order, at the Disclosing Party’s cost and expense; and (b) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure. Upon the Disclosing Party’s written request, the Receiving Party will promptly return all Confidential Information and copies, or certify in writing that it has destroyed all such materials. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information that are stored on the Receiving Party’s IT backup and disaster recovery systems until the ordinary course of deletion thereof, provided that such retained Confidential Information shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

4. Materials; Intellectual Property Ownership and Licenses.

4.1 Client Materials. Client shall provide the certain materials and content required in connection with the Services, including any specific Program, Event, campaigns or marketing collaterals, such as logos, trademarks, brand assets, information, material, art, design, presentation slides, speaker notes, e-books, documents, images, text, videos, info-graphics, articles, and other assets as related thereto (“Client Materials”).

4.2 HMI Materials. Any trademarks and/or content provided to Client by HMI for incorporation into the Deliverables or any marketing collaterals (“HMI Materials”).

4.3 Ownership. Except as noted in this Section 4, each Party will retain interest in and all ownership of its respective intellectual property developed before or outside of the scope of this Agreement, and nothing in the Agreement or an IO shall serve to license or transfer either Party’s intellectual property rights to the other Party.

4.4. Client License. Client hereby grants a non-exclusive, non-transferable, non-sublicensable (except to sub-contractors), worldwide, limited license for the Term to HMI to use Client Materials, solely in connection with the corresponding IO and, if applicable, any related marketing collateral, in accordance with terms and conditions set forth in this Agreement. Notwithstanding anything contained to the contrary in the foregoing, HMI shall not be obligated to remove any Client Materials already used or posted in connection with an IO and any related marketing collateral.

4.5 HMI License. HMI grants a non-exclusive, non-transferable, non-sublicensable, worldwide limited license for the Term to the Client to use HMI Materials, if any, solely in connection with the corresponding IO, in accordance with the terms and conditions set forth in this Agreement, including any corresponding Exhibit/s.

5. Representations and Warranties.

5.1 Client Representation and Warranties. Client represents and warrants that: (i) Client has the authority and rights necessary to enter into the Agreement and any corresponding IO and perform its obligations required thereunder; (ii) Client shall comply with confidentiality obligations under this Agreement; (iii) Client Materials and any other trademarks, branded material provided to HMI for use as permitted under this Agreement do not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, other proprietary rights, publicity or privacy rights of any third party; (iv) Client has the right to grant the limited rights and licenses granted hereunder, including without limitation to the Client Materials, without the need for any assignments, releases, consents or approvals not yet obtained. To the extent Client receives, as part of its sponsorship, user level data of users that engage with Client related Programs (“User Level Data”), Client represents and warrants that it shall utilize any such Personally Identifiable Information (“PII”) received in material compliance with the Haymarket Media, Inc. Data Use Agreement and incorporated herein by reference, and all applicable U.S. state data privacy laws. To the extent the Services involve Advertisements, Client represents and warrants that it shall comply with all applicable laws, regulations, including FTC and industry guidelines, including but not limited to: local, state and federal laws regarding political advertising and fair housing, and Native Advertising: A Guide for Business and Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, (Version 3.0), and CAN-SPAM Act of 2003 and the CASL requirements in connection with HMI provided leads permissioned for marketing purposes by Client.

5.2 HMI Representation and Warranties. HMI represents and warrants that: (i) it has the authority and rights necessary to enter into the Agreement and any corresponding IO and perform its obligations required thereunder; (ii) HMI shall comply with confidentiality obligations under this Agreement; (iii) HMI’s Materials provided for as permitted by this Agreement do not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, other proprietary, publicity or privacy rights of any third party; (iii) HMI’s collection and use of PII about any individuals is subject to appropriate disclosures in its Privacy Policy; and (iv) HMI’s marketing and promotional efforts on behalf of itself or the Client shall be in compliance with applicable marketing, advertising and data privacy laws and regulations.

6. Indemnification.

6.1 Indemnification by Client. Client shall indemnify, defend, and hold harmless HMI and its affiliates, and each its respective officers, directors, employees, and agents from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) and damages (“Losses’”) arising out of or resulting from a third party claim alleging: (i) breach by Client of its representation or warranty contained in the Agreement or corresponding IO; (ii) gross negligence or willful misconduct by the Client in connection with the Agreement or the corresponding IO; and (iii) that any Client Materials that HMI uses to perform the Services or incorporate within Deliverables in accordance with the terms of this Agreement infringes, misappropriates or violates any patent, copyright, trade secret, trademark, other proprietary right, publicity or privacy right of such third party.

6.2 Indemnification by HMI. HMI shall indemnify, defend, and hold harmless Client and its affiliates, and each of its respective officers, directors, employees, and agents from and against all Losses arising out of or resulting from a third party claim alleging: (i) breach by HMI of its representation or warranty contained in the Agreement or the corresponding IO; (ii) gross negligence or willful misconduct by HMI in connection with the Agreement or the corresponding IO; and (iii) that any of the Services or HMI Materials used in accordance with the terms of this Agreement infringes, misappropriates or violates any patent, copyright, trade secret, trademark, other proprietary right, publicity or privacy right of such third party, except in case of Advertisements wherein HMI’s indemnification obligations under Section 8.2. (iii) shall not apply.

6.3 Indemnification Procedures. A Party seeking indemnification under this Section 6 (“Indemnified Party”) shall give the Party from whom indemnification is sought (“Indemnifying Party”): (a) prompt Notice in accordance with Section 10.9 of the relevant claim; provided, however, that failure to provide such Notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

6.4 EXCLUSIVE REMEDY. THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 6.

7. Limitation of Liability; Disclaimer.

7.1 LIMITATION OF LIABILITY. EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), FOR ANY INDIRECT DAMAGES, INCLUDING INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OPPORTUNITY, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES HEREUNDER, EVEN IF SUCH DAMAGES MAY HAVE BEEN FORESEEABLE, AND WHETHER OR NOT SUCH DAMAGES ARISE FROM NEGLIGENCE, EXCEPT AS MAY OTHERWISE ARISE UNDER APPLICABLE LAW. IN NO EVENT SHALL HMI’S MAXIMUM AGGREGATE LIABILITY TO CLIENT, UNDER ANY CIRCUMSTANCE, EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY CLIENT UNDER THE CORRESPONDING IO. ADDITIONALLY, SOLELY IN CASE OF ADVERTISEMENTS, IN NO EVENT SHALL HMI BE LIABLE FOR ANY CONTENT CONTAINED IN ANY ADVERTISEMENTS OR LINKED WEBSITES, APPS OR OTHER ONLINE PROPERTIES OF THE CLIENT, OR FOR ANY PRODUCT OR SERVICE OFFERED, PURCHASED, ACCESSIBLE OR USABLE THROUGH ANY CLIENT’S ADVERTISEMENT, WEBSITE, APP OR ONLINE PROPERTY.

7.2 DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND HMI WILL NOT CONSIDERED TO BE IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND HMI’S CONTROL. FURTHERMORE AND FOR AVOIDANCE OF DOUBT, IN CASE OF ADVERTISEMENTS, HMI MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, HMI MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED, STATUTORY WARRANTIES OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, INCLUDING, IF APPLICABLE, THE NUMBER OF ATTENDEES AT AN EVENT, THE NUMBER OF PERSONS WHO WILL ACCESS ANY DIGITAL ADVERTISEMENT, ON ANY HMI WEBSITE OR CLIENT WEBSITE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT HMI MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. Term.

8.1 Term. The term of this Agreement will commence on the date of the last signature in the corresponding IO and shall continue until the completion of Services to be provided thereunder, unless the Agreement itself is terminated in accordance with this section.

8.2 Termination for cause. Either party may terminate this Agreement, effective upon written Notice explaining the breach in reasonable detail, to the other Party (“Defaulting Party”) if the Defaulting Party: (i) materially breaches this Agreement, and such breach in incapable of cure, or with respect to the material breach capable of cure the Defaulting Party does not cure such breach within 30 days of receipt of the written Notice of such breach (except that a failure by Client to make timely payments shall be cured promptly, but not more than 15 days of receipt of the written Notice of such breach).

8.3 Termination without cause. Client may terminate this Agreement in its sole discretion on a 30 days’ prior written Notice to HMI subject to Client’s payment to HMI of the full amount of any IO entered into prior to the date of termination (“Termination Fee”), except that solely in the case of campaigns under Sponsored Programs, Client may request termination of the corresponding Sponsored Program upon 15 days’ prior written Notice after the passage of an initial 30 day period from the launch of the relevant campaign. In such event, HMI makes no guarantees as to the number of Qualified Leads delivered. For avoidance of doubt, in case of Events in connection with any Sponsored, Conference or Award Programs, if the Client fails to terminate the IO prior to the Event date and/or elects not to attend the Event, the Client shall remain liable for 100% of the total value of the corresponding IO and shall pay HMI in accordance with Section 2.

9. Force Majeure.

9.1 Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement or any corresponding IO, for any failure or delay in fulfilling or performing any obligations under the terms of this Agreement or an corresponding IO, when and to the extent such party’s (“Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency (including pandemics and/or health related emergencies); (h) disruption, interruption or failure of power or telecommunication or digital transmission links, Internet slow-downs or failures, or other such transmission failure; and (i) other events beyond the control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay to mitigate the effects of the Force Majeure Event, except that:

(a) In case of Sponsored Programs, in the unlikely event HMI (i) cancels a Program, or (ii) postpones or transitions an in-person Event (not a hybrid Event) to a fully virtual event, due to circumstances of a Force Majeure Event, the Client may elect to either (A) transfer the payments already paid for the Program, minus a share of costs and expenses actually incurred, to a rescheduled Event (rebook) or a new Event program; or (B) be refunded any payments already paid for the Program, minus a share of costs and expenses actually incurred, in full satisfaction of all liabilities of HMI to Client. HMI reserves the right to cancel, rename or change the dates on which the Program is held. In the event HMI cancels or reschedules the Program for reasons other than a Force Majeure Event, HMI shall refund to Client any amounts already paid for the Program, less any costs and expenses incurred. Except as stated herein, HMI shall have no other obligation to refund the Client any payments for cancellation hereunder Section 9.1 (a).

(b) In case of Award Programs and Conferences, in the unlikely event HMI transitions an in-person or a hybrid Event to a fully virtual Event due to circumstances of a Force Majeure Event, the Client may transfer the payments already paid for the Programs, to the virtual event, or terminate the affected Program in the IO and Client shall be refunded all payments made up to such date of termination in connection with such affected Program, in full satisfaction of all liabilities of HMI to Client in connection with the affected Program. HMI reserves the right to cancel or rename the Event and/or Program or change the dates on which the Event is held. In the event HMI cancels or reschedules the Event and/or Program for reasons other than a Force Majeure Event, HMI shall refund to Client any amounts already paid for the Program, less any costs and expenses incurred. Except as stated herein, HMI shall have no other obligation to refund the Client any payments for cancellation hereunder Section 9.1 (b).

10. Miscellaneous.

10.1 Relationship. Nothing in this Agreement shall be deemed to establish a relationship of a principal and agent between the HMI and Client (or Agency on behalf of the Client), nor any of their agents or employees for any purpose whatsoever, nor shall this Agreement be construed to constitute the Parties as partners, joint venturers, co-owners, participants in a joint enterprise, legal association or arrangement, which would impose liability upon one Party for the act of failure of the other Party. Neither Party has the power to bind the other Party in any manner whatsoever by virtue of this Agreement.

10.2 Insurance. Each Party will maintain insurance policy(ies) as may be required by law, and where possible sufficient to protect such Party against all applicable risks, both generally and specifically, with respect to their respective obligations under this Agreement. Upon a Party’s written request, but no more than once per calendar year, each Party will provide the other Party with certificates of insurance and other supporting materials as may be reasonably requested to verify the other Party’s continuing compliance with this section. Notwithstanding the foregoing, if the IO is associated with an in-person Exhibit, Client shall maintain, during the Term of this Agreement, and at its sole cost and expense maintain insurance policy(ies) as follows: (a) Commercial General Liability Insurance with a limit of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Professional Liability Insurance with an aggregate limit of at least $2,000,000; (c) Employment Practices Liability Insurance (ELPI) with an aggregate limit of at least $1,000,000; (d) Workers Compensation Insurance as required by applicable law. One week prior to the Event, Client shall provide a Certificate of Insurance (COI) evidencing such require insurance coverages, and name Haymarket Media, Inc. as additional insured. All such insurance shall be: (i) be primary and not contributory with regard to any other available insurance to and contain a waiver of subrogation in favor of HMI; (ii) written by companies with BEST guide rating of A-VII or better; (iii) contain a provisional endorsement that the policy may not be canceled, terminated, changed or modified unless a thirty (30) days prior written Notice thereof is furnished to Haymarket.

10.3 Governing Law. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflicts of law that may require the application of the laws of another jurisdiction. The Parties hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in the County of New York City, New York and waive all defenses of lack of jurisdiction and inconvenient forum with respect to such courts.

10.4 Assignment. No Party’s rights or benefits under the corresponding IO may be assigned without the prior written consent of all other Parties to this Agreement, which consent may be withheld for any or no reason; provided, however, either Party may assign this Agreement to an affiliate, a successor-in-interest by merger or consolidation. No assignment shall relieve the assigning Party of any of its obligations hereunder.

10.5 Remedies. Except where this Agreement expressly provides exclusive remedies, all rights and remedies of either Party (including termination rights) are cumulative. Each party agrees that monetary damages alone would not be an adequate remedy, and therefore a Party may be entitled to seek injunctive relief if the other Party materially breaches any license restrictions or confidentiality provisions in this Agreement.

10.6 Amendments and Waivers. No modifications of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

10.7 Entire Agreement. This Agreement constitutes the entire agreement of the Parties and shall not be modified, interpreted, amended, waived, or revoked except by written instrument signed by all Parties. This Agreement supersedes and replaces all prior agreements, discussions, and representations on the subject matter discussed herein, all of which are merged into this Agreement. None of the Parties are entering into this Agreement in reliance on any oral or written promises, inducements, representations, understandings, interpretations, or agreements, other than those contained in this Agreement. In the event of any conflict between these Terms and Conditions and those of any IO, Exhibit or any linked terms and conditions, the following order of precedence shall govern: (a) first, the IO; (b) then these Terms and Conditions, exclusive of its Exhibits; (c) then the linked terms; and (d) then the Exhibits.

10.8 Survival. The provisions of this Agreement concerning confidentiality, indemnity, ownership of materials, and governing law, and any other provision which by its terms specifically shall so state, together with any obligations accrued hereunder at the time of termination or expiration, shall survive the termination or expiration of the Agreement.

10.9 Notice. Any notice (each a “Notice”) required or permitted to be given by this Agreement shall be in writing and shall be addressed to the appropriate Party at the address specified in an IO and be deemed to have been sufficiently given (a) upon receipt if delivered in person, (b) upon delivery if mailed (FedEx, overnight courier, certified or registered mail, postage pre-paid, return receipt requested), or (c) on date transmitted if by email (on the condition that the original will promptly follow in accordance with procedures set forth in clauses (a) or (b) or a verifiable, non-automated confirmation of email receipt is provided by recipient to the sending party).

EXHIBIT A

Sponsorship Programs – Additional Terms and Conditions

1. Program Details. Each bundle of Services for Sponsored Programs, forming a discrete project, shall be described in the corresponding IO, and shall specify: the tasks to be completed, compensation, performance schedule, deliverables and/or all other material specifications. The IO must be signed by an authorized representative of each Party.

2. Changes to Services. Client may request in writing to add promotional considerations to the Services in the IO and HMI shall advise Client of the anticipated cost impact due to the additions within a reasonable time (email being sufficient). Client understands and acknowledges that the impact on timelines for HMI to provide Services due to such changes will vary based on the nature of the added Services. Client agrees that HMI shall not be in breach for any delay resulting from changes requested. To be effective, the Parties shall negotiate any revisions to the Services in the IO resulting from such change requests and Parties shall confirm all such revisions, including revised compensation if appropriate, in a revised IO (“Revised IO”) that shall be signed by an authorized representative of each Party. Hereinafter, all references to the IO shall also be deemed references to Revised IO, as applicable

3. Client Responsibilities.

3.1 Timeliness and Approvals.

3.1.1 General. The success of Programs hereunder is reliant upon the Client providing, in a timely manner, any and all Client Materials, instructions, specifications and approvals, and the Client adhering to all required timelines. Client understands that any delay or failure by Client to provide required materials or approvals may adversely impact the effectiveness of the Program, and thereby result in: (i) changes to the Program details and/or Deliverables noted in the IO; (ii) the requirement of a Revised IO; and (iii) the application of additional costs as a consequence of such Revised IO.

3.1.2 Events. In case of Events, all Client Materials that are to be included in the marketing collateral for the Program at or in conjunction with the Event, must be pre-approved by HMI and delivered by the deadline provided by HMI for inclusion in the Event or in any related marketing collateral.

3.1.3 Campaigns. In case of campaigns, all Client Materials that are to be included for the Program must be pre-approved by HMI and delivered no less than one (1) week before a campaign launch date. If applicable, HMI shall provide campaign proofs for Client approval within two (2) business days after Client Materials are received by HMI. Client shall provide approval of the final campaign proof as compiled by HMI within two (2) business days of submission by HMI, after which it will be deemed approved (“Client Approval Period”). Client may request up to one (1) round of changes (minor editorial only) to such final campaign proof provided the request is made within the Client Approval Period. Client understands and agrees that any subsequent change requests following the Client Approval Period, however minor, will be subject to additional fees pursuant to the terms set forth in Section 2 hereinabove. Client further understands and acknowledges that removing or adding assets to the campaign requires a turnaround time of minimum three (3) business days.

3.2 Recordings. If the Client is provided with a recording of the Program/ Event or any portion thereof (“Recording”), it shall be used solely for Client’s internal use and records only, and shall not be posted on Client’s website or other third party websites, including but not limited to social media channels. The Client may share a link to the Program/ Event, as applicable, hosted by HMI. Except for as stated herein, all use of Recordings shall be subject to HMI’s review and approval, in each instance of use.

3.3. Event Venue. In case of Events, Client and if applicable, their guests must comply with the rules and regulations governing the Event and the associated venue (“Venue”), whether in person or virtual, or both. HMI requires Client and if applicable, guests to conduct themselves with the highest ethical standard at all times. HMI reserves the right to, and may in its sole discretion, refuse admission to any person or to remove any person after the start of an Event. In such circumstances, there will be no refund of the entry fee. Client shall pay for any and all damages to the Venue, associated facilities or the property of others caused by the gross negligence or willful misconduct of the Client or their guests. Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s, participation or presence at such an Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Client, whether caused by a third party’s negligence, a third party’s intentional act, accident, act of God or otherwise. Client has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Client hereby releases HMI and the Event Venue from all liability with respect to any and all risks, losses, damages and liabilities described in this paragraph.

3.4 Lead Generation. In case of lead generation, the number of qualified leads and criteria (“Criteria”) shall be defined in the corresponding IO, and HMI will supply the agreed upon details for leads that meet such Criteria (“Qualified Lead/s”).

4. HMI Responsibilities.

4.1 General. HMI shall provide the timelines, materials and information necessary for the success of the Program to the Client in a timely manner.

4.2 Lead Generation. In case of lead generation, HMI shall provide to Client contact and response data based on Qualified Lead(s). HMI will provide Client with lead reports and campaign updates weekly, unless otherwise noted in the corresponding IO. In the event, leads do not meet the Criteria or if the lead contact information is no longer correct, Client may reject such leads up to five (5) business days after the delivery of a lead report. Should the resolution require replacement of leads, Client shall be provided replacement Qualified Leads, however, the combined total of Qualified Leads to be provided by HMI will not exceed the quantity specified in the corresponding IO.

EXHIBIT B

Award Programs – Additional Terms and Conditions

1. Program Details. Each IO shall specify details about the Award Program such as: the promotional opportunity/ies, activations, compensation, schedules, and other material details. The IO must be signed by an authorized representative of each Party.

2. Changes to Program. Client may request in writing to add promotional considerations to such Programs in the IO and HMI shall advise Client of the anticipated cost impact due to the additions within a reasonable time (email being sufficient). Client understands and acknowledges that the impact on timelines for HMI to provide additional promotional considerations will vary based on the nature of the requested promotional considerations. Client agrees that HMI shall not be in breach for any delay resulting from changes requested. To be effective, the Parties shall negotiate any revisions to the Program in the IO resulting from such change requests and Parties shall confirm all such revisions, including revised compensation if appropriate, in a revised IO (“Revised IO”) that shall be signed by an authorized representative of each Party. Hereinafter, all references to the IO shall also be deemed references to Revised IO, as applicable.

3. Client Responsibilities.

3.1 Timeliness and Approvals.

3.1.1. General. The success of Programs hereunder is reliant upon the Client providing, in a timely manner, any and all Client Materials, instructions, specifications and approvals, and the Client adhering to all required timelines. Client understands that any delay or failure by Client to provide required materials or approvals may adversely impact the effectiveness of the Program, and thereby result in: (i) changes to the Program details and/or Deliverables noted in the IO; (ii) the requirement of a Revised IO; and (iii) the application of additional costs as a consequence of such Revised IO.

3.1.2 Events. All Client Materials that are to be included in the marketing collateral for the Program at or in conjunction with the Event must be pre-approved by HMI and delivered by the deadline provided by HMI for inclusion in the Event or in any related marketing collateral.

4. HMI Responsibilities.

4.1 General. HMI shall provide the timelines, materials and information necessary for the success of the Program to the Client in a timely manner.

EXHIBIT C

Conference Programs – Additional Terms and Conditions

1. Program Details. Each IO shall specify details about the Conference Program such as: the promotional opportunity/ies, including but not limited to speaker panel, booths, exhibits, and/or branding opportunities related to the event, compensation, schedules, and other material details. The IO must be signed by an authorized representative of each Party.

2. Changes to Program. Client may request in writing to add promotional considerations to the Program in the IO and HMI shall advise Client of the anticipated cost impact due to the additions within a reasonable time (email being sufficient). Client understands and acknowledges that the impact on timelines for HMI to provide additional promotional considerations will vary based on the nature of the requested promotional considerations. Client agrees that HMI shall not be in breach for any delay resulting from changes requested. To be effective, the Parties shall negotiate any revisions to the Program in the IO resulting from such change requests and Parties shall confirm all such revisions, including revised compensation if appropriate, in a revised IO (“Revised IO”) that shall be signed by an authorized representative of each Party. Hereinafter, all references to the IO shall also be deemed references to Revised IO, as applicable.

3. Client Responsibilities.

3.1 Timeliness and Approvals.

3.1.1 General. The success of Programs hereunder is reliant upon the Client providing, in a timely manner, any and all Client Materials, instructions, specifications and approvals, and the Client adhering to all required timelines. Client understands that any delay or failure by Client to provide required materials or approvals may adversely impact the effectiveness of the Program, and thereby result in: (i) changes to the Program details and/or Deliverables, if any, noted in the IO; (ii) the requirement of a Revised IO; and (iii) the application of additional costs as a consequence of such Revised IO.

3.2 Recordings. If the Client is provided with a recording of the Program/Event or any portion thereof (“Recording”), it shall be used solely for Client’s internal use and records only, and shall not be posted on Client’s website or other third party websites, including but not limited to social media channels. The Client may share a link to the Program/ Event, as applicable, hosted by HMI. Except for as stated herein, all use of Recordings shall be subject to HMI’s review and approval, in each instance of use.

3.3 Event Venue. Client and if applicable, their guests must comply with the rules and regulations governing the Event and the associated venue or platform (“Venue”), whether in person or virtual, or both. HMI requires Client and if applicable, guests to conduct themselves with the highest ethical standard at all times. HMI, in its sole discretion, shall determine whether a prospective Client is eligible to participate in the Event. HMI reserves the right to restrict or remove any Exhibit/Booth (defined below) or other promotional material which it reasonably believes is objectionable or inappropriate. HMI reserves the right to, and may in its sole discretion, refuse admission to any person or to remove any person after the start of an Event. In such circumstances, there will be no refund of the entry fee. Client shall pay for any and all damages to the Venue, associated facilities or the property of others caused by the gross negligence or willful misconduct of the Client or their guests. Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s, participation or presence at such an Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Client, whether caused by a third party’s negligence, a third party’s intentional act, accident, act of God or otherwise. Client has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Client hereby releases HMI and the Event Venue from all liability with respect to any and all risks, losses, damages and liabilities described in this paragraph.

3.4 Exhibition.

3.4.1 General. In case of Client’s exhibit(s) at an Event (“Exhibit”), a Client’s Exhibit must be designed and operated according to any guidelines and times provided by HMI and in a manner that respects other exhibitors and attendees.

3.4.2 Freight. All freight must be plainly marked with the Client’s name and booth number. All freight must be received and delivered to the Exhibit area by qualified union labor within the designated time periods only.

3.4.3 Assignment of Space. The Exhibit space or booth (“Booth”) shall be assigned by HMI in its sole discretion for the Event and for the Event dates only. Any such assignment does not imply that similar space will be assigned for future Events. HMI management reserves the right to change the floor plan or to move a Client to another booth location prior to or during the Event.

4. HMI Responsibilities.

4.1 General. HMI shall provide the timelines, materials and information necessary for the success of the Program and Event to the Client in a timely manner.

4.2 Exhibition. In case of Exhibition(s), in advance of the Event, HMI will provide Client instructions to the contact listed in the IO. The Client Instructions will include information integral to participation at the Event, including but not limited to: additional exhibitor rules and regulations, official contractor order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move-in, move-out schedules, dismantling rules.

4.3 Lead Generation. If the IO includes lead generation, HMI shall provide qualified leads as related to the Event, as applicable and available.

EXHIBIT D

Advertisements – Additional Terms and Conditions

1. Program Details. Each IO shall specify details about the Advertisement to be published and distributed on behalf of the Client, including, the title of the publication, medium (digital, non-digital and/or both), compensation, schedules, and other material details. The IO must be signed by an authorized representative of each Party.

2. Changes to Advertisement.

2.1 Except as stated in 2.2 and 2.3, Client may request changes to the Advertisement in writing, prior to the advertising close date and HMI shall advise Client of the anticipated cost impact due to the additions within a reasonable time (email being sufficient). Client understands and acknowledges that the impact on timelines for HMI to effect the changes to the Advertisement will vary based on the nature of the requested changes. Client agrees that HMI shall not be in breach for any delay resulting from changes requested. To be effective, the Parties shall negotiate any revisions to the Advertisement in the IO resulting from such change requests and Parties shall confirm all such revisions, including revised compensation if appropriate, in a revised IO (“Revised IO”) that shall be signed by an authorized representative of each Party. Hereinafter, all references to the IO shall also be deemed references to Revised IO, as applicable.

2.2 Exclusive Placement/ Clientship. Subject to acceptance by HMI, IO seeking exclusive placement/sponsorship by Client and/or its Agency may only be altered and/or modified on prior written Notice to HMI no less than thirty (30) days prior to the scheduled commencement date of such exclusive placement/ sponsorship. In no event may any exclusive placement/sponsorship be altered and/or modified within such thirty (30) day period without the acknowledgement and written consent of HMI.

2.3 Approvals. All Client Materials that are to be included for the Advertisement must be pre-approved by HMI and delivered no less than one (1) week before a campaign launch date. HMI shall provide campaign proofs for Client approval within two (2) business days after Client Materials are received by HMI. Client shall provide approval of the final campaign proof as compiled by HMI within two (2) business days of submission by HMI, after which it will be deemed approved (“Client Approval Period”). Client may request up to one (1) round of changes (minor editorial only) to such final campaign proof provided the request is made within the Client Approval Period. Client understands and agrees that any subsequent change requests following the Client Approval Period, however minor, will be subject to additional fees pursuant to the terms set forth in Section 2.1. Client further understands and acknowledges that removing or adding assets to the campaign requires a turnaround time of minimum three (3) business days.

3. Client Responsibilities.

3.1 Timeliness and Approvals.

3.1.1 General. The success of the publication and distribution of the Advertisement is reliant upon the Client providing, in a timely manner, any and all Client Materials, instructions, specifications and approvals, and the Client adhering to all required timelines. Client understands that any delay or failure by Client to provide required materials or approvals may adversely impact the timely publication and distribution of the Advertisement, and thereby result in: (i) changes to the Advertisement details and/or deliverables, if any, noted in the IO, including publication and distribution dates; (ii) the requirement of a change order to the IO; and (iii) the application of additional costs as a consequence of such change order.

3.1.2 Timeliness. All Client Materials must be received by HMI provided deadlines, in compliance with the brand specification sheet, but no later than three (3) business days prior to the scheduled campaign launch date or the advertising close date, as applicable. In case of digital Advertisements, if Client Materials are not received within such timeframe, or if provided incorrectly or inconsistent with HMI’s criteria and specifications, then the guaranteed impressions and HMI’s obligations may be reduced pro-rata for the period of time that reserved space was not filled without affecting Client’s financial responsibility for all impressions ordered and inventory reserved.

3.1.3 Print Advertisements Only. SWOP-certified color proofs should be provided for color and content at 100% of finished size. HMI will not be responsible for final printed color or content without a proof that accurately represents the submitted digital file.

4. HMI Responsibilities.

4.1 General. HMI shall provide the timelines, specifications, materials and information necessary for the success of the Advertisement to the Client in a timely manner.

4.2 Assistance. HMI is not responsible for the content or the legal review of the content in the Client Material. HMI, has the sole discretion to decide inclusion, placement and layout details of Client Materials prior to publication. HMI reserves the right to publish or not publish the Advertisement, and may reject any Advertisement for any reason without liability, even if the Advertisement has been previously published by HMI.

4.3 Positions. HMI reserves the right and shall, in its sole discretion, determine the position/ location of the Advertisement. Except as accepted in writing by HMI and subject to the payment of additional fees, requests for specific positions or locations of the Advertisement are not binding on HMI, and are treated as requests only. HMI shall not be in breach of this Agreement if HMI does not publish or distribute the Advertisement in a specifically requested position or location. Where permitted in writing, the grant of a specific position or location for an Advertisement is particular only to that Client, or its agency and cannot be substituted for another client of such agency.

4.4 Lead Generation. If the IO includes lead generation, HMI shall provide qualified leads as outlined in the IO.

4.5 Reporting. HMI will provide Client with campaign reporting per the IO or as reasonably requested. Reporting is based on HMI’s ad server, Google Ad Manager (for on-site campaigns) and LiveIntent (for newsletter campaigns), unless Client supplies ad tags from a third party server that has an accessible reporting interface. In such cases, HMI should be provided credentials to access this reporting in order to properly manage campaign delivery.

4.6 Under-Delivery. If actual deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any advertisement, HMI will use commercially reasonable efforts to agree upon the conditions of a make good, either on the IO or at the time of the shortfall.

***

11.19.2024

(BMG)