Gannett Advertising Terms

Advertising Policy. All advertising must comply with Gannett’s policies and guidelines. Gannett reserves the right to reject any advertising, in its sole discretion, that does not comply with the policies and guidelines.

Rates. Unless otherwise specified in the Advertising Commitment or Insertion Order, Advertiser’s purchase of Ads will be billed at Gannett’s Standard Rates. Upon request, Advertiser will be provided a copy of Gannett’s standard rate card. The rate card, including any applicable terms and conditions in such rate card, are hereby incorporated into this Agreement by reference, provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the terms of this Agreement will control. Gannett reserves the right to modify its rate card, including increasing its Standard Rates, at any time and from time to time. Gannett will provide Advertiser with at least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase, it shall have the option to discontinue display of the applicable Ads by giving written notice to Gannett prior to the effective date of such changes. Advertiser’s right to discontinue the display of its Ads shall be its sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue display of the applicable Ads, then, following the expiration of the notice period, all Ads shall be billed at Gannett’s increased rates.

Delivery. Advertiser will provide all applicable Ads by Gannett’s standard deadline (as designated by Gannett), in a format suitable for display in the Newspaper(s) or on the applicable digital property(ies), as applicable, via a transmission method mutually agreed upon by the parties. Advertiser shall have the right to change any Ads(s) after submission, provided that it submits any such changes no later than Gannett’s standard deadline (as designated by Gannett). Advertiser shall pay all expenses connected with the delivery of the Ad(s) to Gannett. Changes to any Ads after first publication or display may result in additional charges, which will be disclosed to Advertiser in advance.

Unless otherwise agreed to by the parties in writing, Advertiser will provide all creative services and necessary text, data, images, illustrations or graphics and/or other materials with respect to the Ads(s). Advertiser will submit the Ad in accordance with the applicable Gannett policies in effect, from time to time, including policies regarding artwork specifications, format and submission deadlines.

Ad Serving. Advertiser grants to Gannett a license to (a) display the Ads and (b) modify, copy, reformat, transmit and otherwise manipulate the Ads, as necessary, in connection with such display. Ads will be served in accordance with one of the following options: (a) By Gannett and its final impression measurements will be used to determine the fees due under this Agreement; or (b) by a Third Party and the Third Party will be responsible for serving the Digital Ads through such Third Party’s ad server, and such Third Party will track delivery of the Digital Ads through its server. The Third Party’s final audited impression measurements will be used to determine the fees due under this Agreement. If the parties agree to use a Third Party ad server, Advertiser agrees to provide Gannett with a user login name and password to access the Third Party’s impression measurements for purposes of verification of such measurements.

Invoices. Gannett agrees that invoices will contain: (a) the dates and times when the Ads were displayed in the Newspapers and/or the Digital Properties, and, if applicable, dates and times upon which the Ads could be accessed on the Digital Properties, (b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and (c) the charge to Advertiser. The invoice shall serve as Gannett’s) certificate of performance.

Short-Rating. If Advertiser has committed to Ad volume or minimum revenue commitment, at the end of the Commitment Term, Advertiser has either (i) purchased less volume (inches/pages/impressions) of Ads than agreed to or (ii) fallen short of the minimum revenue commitment, then, if Gannett’s Standard Rates are higher than the rates Advertiser was paying during the Commitment Term, (a) Advertiser may be billed for (and will be obligated to pay) the difference between the Standard Rate and the Commitment Term rate for all Ads that ran during the Commitment Term, and/or (b) Advertiser will be billed at the Standard Rate for all Ads run after the Commitment Period.

Cancellation.

Print Ads. Cancellations will not be accepted for print Ads after the Gannett’s standard closing time. Advertiser will be responsible for any production or creative services provided by Gannett regardless of the cancellation of any print Ads. Advertiser will be responsible for all fees that accrue prior to the cancellation date.

Cancellation of Digital Ads. At any time prior to the serving of the first impression of a Digital Ad, Advertiser may cancel an online advertising campaign on thirty (30) days prior written notice to Gannett. Once the first impression of a Digital Ad has been served on any Digital Property, Advertiser may cancel an online advertising campaign by giving 30 days prior written notice of such cancellation, which cancellation will be deemed effective 30 days after receipt of the written notice. Advertiser will be responsible for all fees that accrue prior to the cancellation date.

Responsibility for Advertisements. Gannett is not responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Gannett in the proper form, in a timely manner, or in an acceptable technical quality for display on the Digital Property(ies). Gannett will not be liable for typographical errors, incorrect insertions or incorrect publication or omissions in any Ad displayed or published pursuant to this Agreement or omitted from display or publication. Gannett is not required to display any Ad Content or other material for the benefit of any person or entity other than Advertiser. If there is an interruption or omission of the publication of any Ad t or other material contracted to be published hereunder, Gannett may suggest a substitute time period for the publication of the interrupted or omitted Ad or material or run the Ads in a different position in the Newspaper(s) or on the Digital Property(ies), as determined by Gannett. 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, Gannett shall provide a “make good” in the form of a reduction in the amount of fees due to Gannett (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 Gannett shall have no further liability hereunder for such failure.

Removal or Change of Content. Gannett, in its sole discretion, may remove or revise its Newspaper(s) and/or Digital Property(ies), including the content, nature, design, 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 Advertiser, Gannett will notify Advertiser of such revisions. If the parties cannot agree upon a satisfactory substitution for the affected ads due to such revision, Advertiser may cancel this Agreement with respect to the affected Ad(s) and shall not have to pay (or shall receive a refund) for Ads not displayed due to such cancellation. Such cancellation shall be Advertiser’s sole and exclusive remedy and Gannett shall have no further liability whatsoever.

Pre-Print Policy. All pre-prints must conform to the Gannett’s standard pre-print specifications and recommended waste calculations, which will be provided by each Gannett. Inserts must be delivered to the Gannett location at least 10 days in advance of distribution date. Gannett will invoice pre-print billing quantities based on copies actually distributed (i.e., home delivery net sales, single copy total draw, and other circulation). Advertiser agrees to be billed the ordered distribution in the event that out of specification inserts are received.

Branded Content Advertising. This section applies if the campaign(s) described in the Agreement contemplate that Gannett will distribute Branded Content (aka “Native Advertising”) campaigns on behalf of Advertiser. Branded Content can include short-form content or long-form content, videos, emails, or social media posts that is published on Gannett’s print and/or digital platforms and that is either (i) created by or on behalf of Gannett, at Advertiser’s direction, for the purpose of enabling Gannett to run a contextually relevant advertisement on behalf of Advertiser (“Branded Content”), or (ii) is created or provided by Advertiser or its designee for placement by Gannett in or on its print or digital properties specified herein. Advertiser, in its sole discretion, will have the right to approve any Branded Content prior to publication or distribution by Gannett in connection with the campaign described herein, and Gannett, in its sole discretion, will have the right to approve any Branded Content prior to publication or distribution by Gannett in connection with such campaign. For clarity, Gannett will not be obligated to publish, via any platform, any Branded Content that Gannett determines, in its sole discretion, does not meet Gannett’s guidelines or is otherwise inappropriate for publication. In addition, Gannett reserves the right, in its sole discretion, to include labels in, on and/or around any Branded Content published on behalf of Advertiser hereunder that indicate that the applicable Branded Content was paid for and/or provided by Advertiser.

Gannett and Advertiser shall each comply with all applicable laws, rules and regulations, including without limitation the FTC’s Guides Concerning Endorsements and Testimonials and the FTC’s Enforcement Policy for Native Advertising. If Advertiser cancels prior to the start date of the campaign, Advertiser shall be obligated to pay for any fees and costs incurred associated with the Services which have been completed up to the point of cancellation, plus non-cancellable costs and fees which are owed for third party contracts which cannot be cancelled.

Pay for Performance / Lead Generation. This section applies to an Ad in a publication or on a Gannett site which includes a designated phone number, tracking code, or a click through from Gannett site to the Advertiser by which the publication and Advertiser can track and verify readers to respond to an offer in the Ad. Any specific qualifications for the lead shall be included in the Insertion Order or on the Ad Commitment. Gannett shall have the right to audit the Advertiser’s records to confirm the number of qualified leads generated by the Ad. Publication shall be provided with access to the call tracking records and other records maintained by Advertiser. Publication shall be paid a percentage of the revenue generated from the lead or a fee per lead as specified in the Ad Commitment or Insertion Order. Only unused print and digital inventory will be available for the Ads. The frequency, location, and placement of the Ads shall be determined by Gannett, in its sole discretion.

Online gambling and sports betting. If Advertiser offers online gambling or sports betting, Advertiser represents and warrant that it is, it has been in the prior 12 months, and it shall be during the Term of this Agreement, in compliance with all U.S. and state laws and regulations, including, but not limited to, each state in which it conducts any online gambling or sports betting, including, but not limited to, not offering domestic or offshore online gambling to U.S. residents when such activity is legally prohibited. Advertiser shall promptly notify Gannett, in writing, if any of the foregoing representations and warranties become untrue.

Limitation of Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Digital Marketing Services

Pay Per Click (“PPC”) Service. Publisher will create ads based on the Ad Content and will distribute the Ads through the Gannett Networks. Advertiser will have the opportunity to review and approve all PPC campaigns prior to launch. Advertiser will be solely responsible for all content associated with any PPC campaign. Fees are based upon the number of clicks on ads by users, based on the cost per click (“CPC”) rate set forth in the applicable Order.

Search Engine Optimization (“SEO”) Service. The SEO Service includes the optimization of the chosen number of keywords (e.g., 5, 10, 15 or custom) and the application of “on page” and “off page” SEO strategies for Advertiser’s website, with the goal of obtaining improved ranking in organic search engine results for selected keywords. To the extent Advertiser’s website is not hosted by Publisher, Advertiser will provide access to its website to enable Publisher to perform the SEO Service. Notwithstanding the foregoing or anything in this Agreement to the contrary, Advertiser acknowledges that, although Publisher will use reasonable efforts to optimize the ranking of Advertiser’s ads based on the selected keywords, Publisher makes no guarantee that Advertiser’s search ranking position will be maintained or optimized. Advertiser agrees that Publisher will not be liable for any unfavorable ranking results of Advertiser’s ads, whether such unfavorable results arise from the SEO Service or from an act or omission of the applicable search engine.

Maps/Reputation Management Service. This Service is designed to help Advertiser’s business listing appear in the “Google Maps/Places” in response to searches for Advertiser’s optimized keywords. Advertiser acknowledges that search results and search engine rankings are influenced by several factors, and Publisher does not guarantee any placement in the “Google Maps/Places” or a particular position or rank for Advertiser’s website or business listing in any search results.

Keywords. Advertiser acknowledges and agrees that Publisher, in its discretion, may select keywords for the PPC and SEO campaigns and for Maps Reputation Management Services. Publisher will use reasonable efforts to use Customer provided keywords; however, Publisher cannot guarantee that all of the Customer’s keywords will be used.

Email Marketing Service. Publisher’s Email Service includes the creation of email marketing messages based on the Advertiser Content and transmission of email messages on behalf of Advertiser. Advertiser will have the opportunity to review and approve all email marketing messages prior to the launch of an email marketing campaign under the applicable Order. Publisher will determine the transmittal date and time. The Order will specify (i) whether Publisher or Advertiser determines the recipient list and (ii) the number of recipients and the number of transmittals to the recipient list. Publisher does not make any representations or warranties about deliverability or open rates. Upon request of Publisher, Advertiser will provide its Do-Not-Email list for Publisher’s use in deleting addresses on such list from the recipient list. Advertiser represents and warrants that its Do-Not-Email list includes addresses for all recipients who have opted out of receiving emails from Advertiser.

Social Media Service. Publisher’s Social Media Service includes the creation and maintenance of Advertiser’s social media accounts (e.g., Facebook, Twitter, Foursquare, etc.) on the sites as agreed upon by Publisher and Advertiser. To the extent Advertiser’s social media accounts are already claimed by Advertiser or its representative, Advertiser will provide administrative credentials for such social media outlets to enable Publisher to provide the Social Media Service as contemplated herein. Advertiser shall have the opportunity to review and approve all social media posts, tweets, and other social media statements or content prior to publication of the post, tweet, statement or other content distributed by or on behalf of Advertiser via Advertiser’s social media accounts. Advertiser will ensure that all such content complies with applicable law and applicable social media service’s terms of service, as such terms of service may be modified from time to time. Advertiser further acknowledges that Publisher does not operate or otherwise control any third-party social media service. Publisher is not responsible or otherwise liable for any inaccuracy on, or unavailability of, any third-party social media service.

Web Design/Development/Hosting Service. [Desktop or Mobile]: Publisher will design, develop, and/or update the Advertiser’s website as part of this service. Publisher’s Services may include hosting a website for Advertiser, including performing maintenance and controlling the functionality and accessibility of the website. Publisher may perform these Services directly or through a subcontractor. Advertiser is required to provide Publisher with its terms of use and privacy policy to be displayed on its website.

Ancillary Services. In connection Advertiser’s subscription to with one or more of the Marketing Services described above, Publisher may provide the following ancillary Services:

Proxy Sites. Publisher may provide a mirrored version of the Advertiser’s website (“Proxy Site”). In order to use the proxy service, (i) Advertiser’s website must be operational, functional, and accessible through the Internet, and (ii) the URL visible above the Proxy Site to users clicking on the Advertiser’s ad must reflect the website address for the Proxy Site and NOT that of the Advertiser’s website. Advertiser agrees that Publisher is in no way responsible for the operation and functionality of the Advertiser’s website. Advertiser agrees that it has all rights to the content on the Advertiser’s existing website and Advertiser is able to grant the right to Publisher to use the content in connection with the Services.

Call Recording Services. If Advertiser elects to use the Call Recording Service, Publisher will, on Advertiser’s behalf, record (i) calls between Advertiser and its clients regarding the Services (the “Service Calls”) and (ii) incoming calls to Advertiser from prospective clients of Advertiser (the “Inbound Calls”) (collectively “Call Recording”). Advertiser acknowledges that the purpose for Call Recording is for auditing this Agreement and the Services in the Order. Advertiser grants specific permission to Publisher to administer, monitor, use and access Call Recording and the content of the recorded calls as Advertiser’s agent. Publisher will provide prompt disclosure in Call Recording that the Service Call or Inbound Call may be recorded (“Recording Notification”). Advertiser acknowledges that it is responsible for notifying and/or obtaining the consent to Call Recording from its representatives (including employees, agents and independent contractors) who may be recorded in a 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 is not responsible to provide notice of rights of the Advertiser’s clients and prospective clients relating to potentially confidential or privileged communications. Any notice required by law other than Recording Notification is the sole responsibility of the Advertiser.

Indemnification for Call Recording. Without limiting Advertiser’s indemnification obligations under Section 8.1 of the Agreement, if Advertiser uses the Call Recording service, Advertiser agrees to indemnify and hold the Publisher Indemnitees harmless from and against any and all Losses arising out of a third-party claim resulting from (i) any failure by Advertiser to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, or (ii) Advertiser’s use or misuse of the Call Recording service. Advertiser shall not use the Call Recording service to intimidate, harass, or otherwise violate the privacy or other rights of a caller and a Recorded Person. If Publisher learns about any alleged misuse of the Call Recording service, Publisher reserves the right to terminate the totality of Advertiser use of the Call Recording service without notice or liability.

Additional Terms. The third-party vendors’ (referenced above) policies regarding cancellation and termination of orders, including but not limited to cancellation fees, shall apply. If the Advertiser cancels an order early, the Advertiser will be billed through the next billing cycle. For example, if the Advertiser cancels prior to the end of the month, the Advertiser will be billed through the end of the next calendar month. If the Advertiser cancels prior to the end of the four (4) month minimum commitment, the Advertiser will be billed for four (4) full months. Upon cancellation, the Advertiser must notify Publisher in writing if the online advertising should cease, if no notice is provided, advertising will be active through the end of the commitment.