2010 Magazine Advertising Terms and Conditions

The following are terms and conditions governing advertising published in Men’s Journal (the “Magazine”) published by Men’s Journal LLC (“Publisher”).

1. Rates are effective as of the first issue of the Magazine with a cover date in January 2010. Rate base guarantees are made on an annual (twelve-month) average of total audited circulation.
   
   
2. Announcement of any change in rates and/or circulation rate base will be made in advance of the Magazine’s advertising sales close date of the first issue to which such rates and/or circulation rate base will be applicable. The Magazine Rate Card specifies the publication schedule of the Magazine, and its respective on-sale dates.
   
   
3. The Magazine is a member of the Audit Bureau of Circulations (ABC). Total audited circulation is reported in Publisher’s statements audited by the ABC. Total audited circulation for the Magazine is comprised of paid plus verified.
   
   
4. 4. Orders for standard inside advertising units close and become non-cancellable by the advertiser at 5:00 P.M. (EST) on the advertising close date of the issue of the Magazine. All orders for cover positions and special units (e.g., gatefolds, inserts, scent strips, center spread) are non-cancellable and close 30 days prior to the advertising close date. If orders are not received by 5:00 P.M. (EST) on the specified dates, position reservations shall expire. If Publisher agrees to cancel an existing order for a special unit, the advertiser and/or agency shall be responsible for the cost of any work performed or materials purchased on behalf of advertiser and/or agency, including the cost of services, paper and/or printing.
   
   
5. All agreements for advertising frequency discounts require that a specified number of advertisements be published within a twelve-month period. If the advertiser or agency cancels any portion of any order or fails to publish the specified number, Publisher reserves the right to adjust the rates accordingly, including nullifying the discount for previously published advertisements. In such event, the advertiser and/or agency must reimburse Publisher for any short-rates. Any merchandising program or activities executed by Publisher in reliance on advertising that is cancelled shall be paid for by advertiser and/or agency at the fair market rate for such program or activities. Any merchandising program offered to advertiser and/or agency in reliance on advertising must be utilized in the same calendar year that the advertising runs.
   
   
6. Publisher is not responsible for errors or omissions in any advertising materials provided by the advertiser or agency (including errors in key codes/ coupon codes).
   
   
7. Publisher may reject or cancel any advertising for any reason at any time. Advertisements simulating the Magazine’s editorial material in appearance or style or that are not immediately identifiable as advertisements are not acceptable.
   
   
8. All advertisements are accepted and published in the Magazine upon the representation by the agency and advertiser that they are authorized to publish the entire contents and subject matter thereof in the Magazine and that such publication will not violate any law or infringe upon any right of any party. In consideration of the publication of advertisements, the advertiser and agency will, jointly and severally, indemnify, defend and hold Publisher harmless form and against any and all losses and expenses (including without limitation attorney’s fees) (collectively “Losses”) arising out of the publication of such advertisements in the Magazine, including without limitation those arising from third party claims or suits for defamation, copyright, or trademark infringement, misappropriation, violation of the Lanham Act or rights of privacy or publicity, or from any and all claims not now known or hereafter devised or created (collectively “Claims”). In the event Publisher has agreed to provide contest or sweepstakes management services, advertorials or custom advertisements, email design or distribution or other promotional services in connection with an advertising commitment by advertiser, all such services are performed upon the warranty of the agency and advertiser that they will, jointly and severally, indemnify and hold harmless Publisher from and against any and all Losses arising out of the publication, use or distribution of any materials, products (including without limitation prizes) or services provided by or on behalf of the agency or advertiser, their agents and employees, including without limitation those arising from any Claims.
   
   
9. In consideration of Publisher’s reviewing for acceptance, or acceptance of, any advertising for publication in the Magazine, the agency and advertiser agree not to make promotional or merchandising reference to the Magazine in any way without the prior written permission of Publisher in each instance.
10. Publisher has the right to insert the advertising anywhere in the Magazine at its discretion, and any condition on contracts, orders or copy instructions involving the placement of advertising within an issue of the Magazine (such as page location, competitive separation or placement featuring editorial copy) will be treated as a positioning request only and cannot be guaranteed. Publisher’s inability or failure to comply with any such condition shall not relieve the agency or advertiser of the obligation to pay for the advertising.
    
    
11. Publisher shall not be subject to any liability whatsoever for any failure to publish or circulate all or any part of any issue(s) of the Magazine because of strikes, work stoppages, accidents, fires, acts of God or any other circumstances not within the control of Publisher.
    
    
12. Agency commission (or equivalent): up to 15% (where applicable to recognized agents) of gross advertising charges after earned advertiser discounts.
13. Invoices are rendered on or about the on-sale date of the Magazine. Payments are due within 30 days from the billing date. Publisher reserves the right to change the payment terms to cash with order at any time. The advertiser and agency are jointly and severally liable for payment of all invoices for advertising published in the Magazine.
    
    
14. Any and all negotiated advertiser discounts are only applicable to and available during the period in which they are earned. Rebates resulting from any and all earned advertiser discount adjustments must be used within six months after the end of the period in which they are earned. Unused rebates will expire six months after the end of the period in which they were earned.
    
    
15. Special advertising promotion premiums do not earn any discounts or agency commissions.
    
    
16. All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be entirely performed therein. Any action brought by advertiser or agency against Publisher relating to advertising must be brought in the state or federal courts in New York, New York. The parties hereby consent to the jurisdiction of such courts in connection with actions relating to advertising.
    
    
17. The foregoing terms and conditions shall govern the relationship between Publisher and advertiser and/or agency. Unless expressly agreed to in writing and signed by an authorized representative of Publisher, no terms or conditions, printed or otherwise, appearing on contracts, orders or copy instructions will be binding on Publisher. Failure of Publisher to enforce any of these provisions shall not be considered a waiver of such provision.