By submitting an Insertion Order (“IO”) for advertising in TimesDigest, or any of its related publications(collectively, “TimesDigest”), ______________________________________(“Advertiser”) or its advertisingagency (“Agency”) agrees to the following terms and conditions with respect to such advertising(collectively, “Terms”). No other terms and conditions will be binding on InMotion Media (“IMM”), unlessIMM agrees to such terms and conditions in writing.

IMM agrees to deliver, and Advertiser/Agency agrees to pay for, the services on the applicable IOwhich IO is incorporated herein by this reference (collectively, “Services”), according to ratesspecified on the IO and subject to these Terms.

(A) Advertiser may not cancel within ten (10) days of insertion dates. Advertiser may cancel the IOwithin seven (7) days’ of signature on IO if not within ten (10) days of insertion order.Cancellation notices must be in writing via email to InMotion Media atbilling@inmotionmm.com and will be deemed given upon IMM’s confirmation of receipt.(B) In the event of cancellation after seven (7) days Advertiser shall be subject to a cancellation fee of100% of the IO (“Cancellation Fee”). This fee becomes payable within fifteen (15) days of receiptof final invoice, which shall include all outstanding amounts due and any Cancellation Fees.(C) IMM expressly reserves the right to reject or cancel any advertisement that does not comply withThe New York Times (NYT) Standards of Advertising Acceptability, as determined in IMM & NYTsole discretion. With the exception of cancellation for default of payment or news preemption, inthe event of cancellation, IMM shall make all efforts possible to place Advertiser in a similarlyvalued subscriber location, in IMM sole discretion. In the event of cancellation for default in thepayment of invoices, charges for all advertising published as of the cancellation date shallbecome immediately due and payable.

(A) IMM, at any time during the term of this Agreement, and at its sole discretion, may requirepayment for advertising upon terms determined by IMM prior to publication of any advertisement.(B) Advertiser will be invoiced the total amount due for advertisements on the IO upon signature ofIO and will be responsible for a full payment due to IMM seven (7) days after first invoice date(“Posting Date”) in U.S. funds. Acceptable forms of prepayment are bank wire transfer, creditcard or advertiser or agency guaranteed check.(C) IMM, at any time during the term of this Agreement, and at is sole discretion, may offer anAdvertiser the ability to divide their total payment due.(D) Outstanding unpaid account balances will accrue 2.08% interest, compounded monthly. Thedelinquent balance interest fee will be added to the account on the second day of each month.(E) Insufficient funds, returned items, and stop payments will be charged $100.00 per occurrence.(F) Fees on IO are exclusive of taxes. Advertiser shall pay all international, federal, state and localtaxes assessed in connection with the Services.(G) All late payment, insufficient fund, returned items, and stop payment fees must be paid byAdvertiser within the month they are accrued to maintain any discount amounts offered and/or anagreed payment plan. Failure to pay these fees will result in all commissions and discounts beingrescinded or becoming null and void and the full advertising rate shall apply.(H) If an Advertiser continues to fail to make timely payment or work out a payment plan with IMM,Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred byIMM in collecting such amounts. IMM reserves the rights to suspend credit and/or performance ofits obligations if Advertiser fails to make timely payment.(I) Agency and Advertiser are jointly and severally liable for the payment of invoices arising fromplacement of advertising in TimesDigest and for all costs of collection of late or non-payment.(J) If an account is placed with a collection agency or attorney for collection, all commissions anddiscounts will be rescinded or become null and void and the full advertising rate shall apply.(K) IOs containing disclaimers will not be considered accepted by IMM unless IMM provides writtenapproval.

(A) It is the Advertiser’s responsibility to supply suitable material (“Ad Material”) to IMM within thedeadlines stated on the IO or a minimum fourteen (14) days prior to the posting date, whicheveris later. If material is not submitted within such timeframe or is submitted incorrectly orinconsistent with NYT Advertising Acceptability Guidelines, IMM reserves the right to repeat oldmaterial, or to charge the Advertiser for the advertisement without it appearing. No responsibilitywill be accepted for loss or damage to copy, artwork or photographs supplied.(B) All Ad Materials are subject to IMM’s approval based on the requirements set forth in the NYTStandards of Advertising Acceptability. IMM reserves the right, at any time and for any reason inits discretion, to reject, cancel or cease publication of any Ad Materials, space reservation, orposition commitment, without any liability. For NYT Standards of Advertising Acceptability,please contact IMM.

(A) Advertiser and Agency jointly and severally represent and warrant that each advertisementsubmitted by it for publication in TimesDigest contains no copy, illustrations, photographs, text orother content that may result in any claim against IMM or NYT. Advertiser and Agency jointly andseverally shall indemnify and hold harmless IMM and NYT, including its employees, officers,directors, representatives, agents and affiliates, from and against any damages and relatedexpenses (including attorneys’ fees) arising from the content of advertisements, including, but notlimited to, claims of invasion of privacy, unauthorized use of names or pictures of living persons,trademark infringement, libel and misrepresentation.(B) IMM represents and warrants that advertising covered by this IO will be delivered to the specificdistribution location(s) listed on the IO. Advertising distribution locations may have a smallpercentage of closures or sold out space, not to exceed 15% of the entire distribution at any onetime.

(A) IMM is not liable to Advertiser or its agency for delay or default in performance or completion ofServices under the IO or these terms, if caused by conditions beyond its control, including but notlimited to, an act of God, accident, fire, strike, terrorism, governmental authority,telecommunications or network failure, electrical outages or failure of the Internet.(B) The liability of IMM for any act, error or omission for which it may be held legally responsible shallnot exceed the cost of the ad space affected by the error. In no event shall IMM or NYT be liablefor any indirect, consequential, special or incidental damages, including, but not limited to, lostincome or profits.

(A) Advertiser or its agency may not assign or transfer, in whole or in part, any of the rights andobligation under this IO.(B) These Terms, together with the IO, shall be governed and construed in accordance with the lawsof the state of New York, without regard to its conflicts of laws provisions. The parties agree tosubmit to the exclusive jurisdiction of the state and federal courts located in New York, New Yorkwith respect to any legal proceeding arising out of the IO or Terms, waiving all defenses withrespect to jurisdiction, forum and venue.(C) IMM, at any time during the term of this Agreement, and at is sole discretion, may make changesto the IO and/or Terms of this contract. All changes to terms will be postedon www.inmotionmm.com for Advertiser or its agency. All changes to the IO will becommunicated to the client within thirty (30) days.