GENERAL TERMS AND CONDITIONS

The applicable insertion order (to the extent it does not conflict with the terms hereof), the then current rate card of the publication(s) to which the insertion order relates (“Publication”) and Publication’s then current advertising specifications are incorporated by reference into these terms and conditions and are collectively referred to as the
“Agreement”. The person(s), firm or corporation contracting with Kerrwil Media Limited (“Publisher”) for the insertion of advertising in Publication, whether as principal (“Advertiser”) or as agent (“Agency”), shall be deemed authorized for all purposes relating to the Agreement.

Rates and Commissions

(a) Publisher reserves the right to change its advertising rates at any time. Rate changes shall be made at least 30 days in advance of the closing date of the first issue to which such rates apply. If a rate change is not acceptable to Advertiser or Agency, it may, within 15 days of notification of such rate change, cancel the Agreement without incurring short rate charges (excluding multi-year discounts).
(a1) Advertising agency discounts, not to exceed 15%, will be granted only to advertising agencies that are independent of the companies and products/services they represent. By issuing an Advertising Insertion Order, advertising agencies assure that they have the right to contractually bind the company being represented and in the event of default of payment or cancellation, both the advertising agency and the company represented are held liable for the obligations of this Agreement.
(b) Advertising rates are subject to the addition of applicable taxes, including Goods and Services Tax (GST), Harmonized Sales Tax (HST) and a Quebec Sales Tax (QST) where applicable.
(c) Agency commissions equal to up to 15% of gross billings for space, colour, position or special insert stock are payable to recognized agencies only. Commissions are not payable on extra mechanical charges, reprints, split runs and other such charges.
(d) Any negotiated discounts are only applicable to and available during the period in which they are earned. Rebates resulting from all earned advertiser discount adjustments must be used within 6 months after the end of the period in which they are earned, and will expire if unused during such period.

Billing and Payments

(a) Advertiser and Agency shall be jointly and severally liable for payment of all invoices for advertising published in the Publication(s).
(b) Advertiser and/or Agency shall pre-pay for its advertising purchase except with approval from Publisher’s credit department. If approved for credit, Advertiser and/or Agency (as applicable) shall pay all amounts due upon receipt of invoice.
(c) Publisher shall invoice Advertiser or Agency on a monthly basis unless otherwise stipulated in order.
(d) Publisher reserves the right to impose a late payment charge of 2% per month (26.8% per year) from the date of the first invoice until the date Publisher receives such amount in full.
(e) Invoiced amounts are payable at Publication’s office in Canadian funds, or equivalent funds at the rate of exchange prevailing at the time of payment.
(f) Publisher reserves the right to change the payment terms to cash with insertion order at any time.

Cancellation

(a) Cancellation of the Agreement by Advertiser or Agency is subject to Publisher’s approval, in its sole discretion. Agreements for covers, special positions and inserts may not be cancelled by Advertiser or Agency. No cancellations shall be accepted by Publisher after the closing date for advertising space. Short rate charges shall apply to all cancellations by Advertiser or Agency.
(b) Publisher may, at its option terminate this Agreement for the breach of any term hereof. Upon termination for breach, all charges incurred, together with short rate charges, shall be immediately due and payable.

Advertising Materials

(a) All advertising copy is subject to Publisher’s approval and Publisher may without notice and without liability reject, discontinue or omit any advertising for any reason at any time.
(b) The word “Advertisement” shall be placed above copy which Publisher determines resembles Publication’s editorial material or that is not immediately identifiable as an advertisement.
(c) Publisher shall not be responsible for colour or colour trapping or advertising copy that does not conform to digital Magazines Advertising Canadian Specifications (“dMACS”). For further information regarding magazine industry standards, please refer to Magazines Canada www.magazinescanada.ca. (d) Publisher may insert the advertising anywhere in Publication in its discretion, and any condition on orders or copy instructions involving the placement of nadvertising shall be treated as a positioning request only and cannot be guaranteed. Publisher’s inability or failure to comply with any such positioning request shall not relieve Advertiser or Agency of the obligation to pay for the advertising.
(e) Publisher shall not be obligated to return any advertising material.
(f) Any advertising published in Publication may, in Publisher’s discretion, be published and archived by Publisher or any anyone authorized by Publisher, as many times as Publisher and those authorized by Publisher wish, in and on any product, media and archive (including anything in print, electronic or other form).

Warranties, Indemnities, Limitations

(a) Advertiser and Agency each warrant, represent and covenant to Publisher that: (i) it has the full right and power to offer the advertising materials to Publisher and to enter into this agreement; (ii) the advertising materials do not contain any defamatory, libelous or slanderous material and will not violate any individual rights, including without limitation, intellectual property rights, rights of privacy, publicity or personality of any person; (iii) it has obtained all consents, waivers, releases and rights necessary for the use of such advertising materials published in the Publication(s), as contemplated by each order.
(b) Advertiser and Agency shall be jointly and severally liable for all content (including text, representation and illustrations) of any advertising printed. Advertiser and Agency shall jointly and severally indemnify Publisher, its affiliates and their respective officers, directors, employees, contractors and agents against any and all liability and costs including any legal fees arising from a breach of this Agreement and/or resulting from the publication of the advertising materials, including without limitation, defamation, illegal competition or trade practice, infringement of trademark, trade name, or copyrights, and violation of rights of privacy, property or contract.
(c) Publisher shall not be responsible for errors or omissions in any advertising materials provided by Advertiser or Agency (including errors in key numbers) or for changes made to such advertising after the applicable closing date.
(d) Advertiser and Agency agree that Publication shall be under no liability for the failure, for any reason, to publish any advertising or circulate any issue of Publication.

General

(a) If Agency has entered this Agreement on behalf of Advertiser, Agency confirms that Advertiser has been provided with a copy of the terms hereof.
(b) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings relating to the subject matter. No changes to this Agreement shall be effective unless made in writing and signed by the party sought to be bound.
(c) For clarity, Publisher shall not be bound by any conditions, printed or otherwise, appearing on Advertiser or Agency contracts, orders or instructions which conflict with, vary or add to these terms and conditions.
(d) Neither Advertiser nor Agency may assign any rights or obligations under this Agreement.
(e) Advertiser and Agency agree not to make promotional or merchandising reference to Publication in any way without the prior written permission of Publisher in each instance.
(f) No provision of this Agreement shall be deemed waived by a course of conduct unless such waiver is in writing signed by all parties and stating specifically that it is intended to modify this Agreement.
(g) This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any proceeding relating to the subject matter of this Agreement shall be within the exclusive jurisdiction of the courts of the Province of Ontario.