These Terms and Conditions (鈥淭erms and Conditions鈥) apply to all advertising and/or sponsored placements made in print, preprint, or digital publications provided by or through 老司机直播, Inc., or its subsidiaries (collectively, 鈥淟ee鈥), via an Insertion Order or other advertising agreement that specifically references or links to them (each referred to as an 鈥淚O鈥, and together with these Terms and Conditions, an 鈥淎greement鈥) between Lee and the other party thereto (鈥淐lient鈥). 听

1.听听听 Additional Provisions.听 For certain Agreements, additional terms may apply.听 Specifically, if any of the following elements are included as part of the Agreement, the applicable Schedule will apply: 听

(a)听 Sponsored, branded, or advertorial content.听 If an IO expressly notates the inclusion of sponsored, branded, or advertorial content, the provisions of Schedule A will apply to such elements.

(b)听 Custom advertising content created or sourced by Lee for Client.听 If an IO expressly notates the creation of custom advertising or creative content by Lee, the provisions of Schedule B will apply to such elements.

2.听听听 Rates; Confidentiality.

(a)听 All services purchased will be at the rates and on the terms indicated on the IO, or if not specified on an IO, then according to Lee鈥檚 current rate cards or published rates which are incorporated into the Agreement.听 Lee reserves the right to adjust rates and terms upon prior notice to Client.听 Client agrees to be bound by the new rates or terms unless Client notifies Lee in writing of its intent to cancel the Agreement within thirty (30) days after receiving notice of any change.听 Cancellation under this provision shall be effective as of the effective date of the new rates or terms and shall be without liability for failure to meet volume advertising or other Agreement terms.

(b)听 Client acknowledges and agrees that Lee considers the rates and specific elements of the IO to be confidential, and Client agrees to treat such information with the same level of care it uses for its own confidential or trade secret information and to only disclose such information to those employees or agents who (i) have a need to know such information, and (ii) understand and agree to protect the confidentiality of such information.听 Client may not disclose such information to third parties without the express prior written consent of Lee.

3.听听听 Contract Fulfillment/Volume Commitments/Cancellation and Makegoods/Refunds.

(a)听 If the Agreement includes a minimum quantity, Client acknowledges the rates for services under the Agreement may include a volume discount.听 Except as set forth in Section 2 above, if, at the end of the term of the Agreement, Client has not satisfied the minimum quantity requirement, then (i) Client forfeits the right to continued service at those negotiated rates under the Agreement, (ii) the Agreement will be re-rated to the best earned rate based upon Client鈥檚 rate card, and (iii) Client agrees to pay Lee the difference between the best earned rate based on Client鈥檚 actual volume during the term and the rate granted based on the minimum quantity requirement.听 Any adjustments or credits applied to Client鈥檚 bill will not reduce the minimum quantity requirement.

(b)听 Cancellations, changes of insertion dates, and/or corrections must conform to processes and/or deadlines set forth in the IO (if any).听 If no such guidelines or deadlines are included in the IO, the IO should be considered noncancellable except as otherwise provided herein or otherwise agreed to by Lee in its discretion.

(c)听听 Lee reserves the right to adjust the frequency of print or delivery of any of its publications at any time upon prior notice to Client.听 If any such change materially impacts any guaranteed impressions under the IO, Lee agrees to work in good faith with Client, upon Client鈥檚 request, to negotiate any potential makegoods or other modifications to the IO.

(d)听 In the event Client is due any refund for prepaid amounts or other credits in accordance with the Agreement, any refund requested by Client or otherwise provided by Lee will be subject to a refund administration fee of $25.00 and only prepaid funds or credits above that amount (if any) will be refunded.

4.听听听 Payment.听 Client will pay the total amount owed to Lee within the time period indicated on Lee鈥檚 statement.听 All invoice disputes must be identified by Client to Lee in writing by the invoice鈥檚 due date or Client waives any claim or defense relating to the accuracy of the invoice.听 Client may not set off against any amounts due to Lee any amounts alleged to be owed by Lee to Client.

5.听听听 Termination by Lee.听 Lee may decline to provide services and/or reject any advertising order and/or immediately terminate the Agreement upon notice to Client 听for any of the following reasons:听 (a) if Client fails to make payment by the date specified in Lee鈥檚 invoice; (b) if Client fails to perform any obligations of the Agreement; (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed against Client; (d) if Client ceases doing business or Lee believes Client is likely to cease doing business; (e) in the opinion of Lee, the credit of Client is impaired; or (f) if Lee determines, in its reasonable discretion, that Client is engaged in unlawful or disreputable activity.听 If the Agreement is terminated for any of these reasons, Client will remain liable for the minimum obligations under the Agreement.

6.听听听 Indemnification.听 Client and, if applicable, advertising agency that is a signatory to the Agreement, agrees to hold Lee harmless and indemnify Lee from any and all claims, suits, damages, and expenses of any nature whatsoever, including reasonable attorneys鈥 fees, for which Lee may become liable because of (a) Lee鈥檚 distribution or publication of Client鈥檚 advertising; (b) any content provided by or through Client or with Client鈥檚 authorization (including as provided on any Schedule), (c) Client鈥檚 unauthorized publication or distribution of advertising owned by Lee, (d) any negligent or illegal act or action of Client; and/or (e) any breach by Client of any representation, warranty, or obligation under this Agreement or any Schedule hereunder.

7.听听听 Production Errors.听 Client may not claim a breach and may not terminate or cancel the Agreement if advertising copy or content is incorrect or contains errors of any kind, or because of a failure to publish, insert, or disseminate any content, nor is Lee liable to Client for any loss or damage that results there from.听 Lee agrees to run corrective content for that portion of the first publication, insertion, or dissemination which may have been rendered valueless by error, unless such error arose after the content has been confirmed by Client or Client submitted the contract after a deadline.听 Any claim for adjustment due to errors must be made within thirty-six (36) hours after dissemination.听 Credit for errors in content will not exceed the cost of the space occupied by such error, and will not exceed the percentage of incorrect preprint or digital advertising delivered or viewed.听 On multiple insertions, credit for errors will not be given after the first insertion.听 Lee shall not be liable for any monetary claim or consequential damages arising from error in advertising.听 Preprint insert quantities orders are based on circulation projections and are subject to change based on actual circulation figures the date of publication.听 Circulation numbers are variable and Lee is not liable for changes at the time of actual insertion.听 Insertion projects include a five (5%) percent spoilage factor.听 Lee considers insertions in good standing at ninety-five (95%) percent of the billed quantity reflected on Client鈥檚 insertion order.

8.听听听 Advertising Agencies.听 Any advertising agency who places advertisements and receives statements for its customer is acting as an agent for Client and will be held responsible for all duties of Client hereunder.听 Agency agrees to be jointly and severally liable with its customer for any amount required to be paid to Lee under the Agreement.听 Except as set forth above, advertising agency and its customer remain fully responsible for all obligations and liabilities of Client under the Agreement.听 All disclaimers contained in IO鈥檚 placed by an advertising agency as 鈥渁gency for鈥 are void and superseded by the Agreement.

9.听听听 Ownership.听 Except as may be otherwise provided in a completed Schedule, each party owns all work product, including advertising copy or content which represents the creative effort or contribution of that party and/or utilization of creativity, illustration, labor, composition or material furnished by it including all copyrights.听 Neither party may use in any manner, nor allow third parties to use in any manner, advertising copy owned by the other party in any other advertising medium without the owning party鈥檚 written consent, provided however that Lee shall have a non-exclusive right and license to utilize Client鈥檚 intellectual property and materials to perform the Agreement.

10.听 Taxes.听 Client is responsible for payment of all federal, state and local taxes imposed on the printing, publication or dissemination of advertising material or on the sale of advertising placed by Client.

11.听 Assignment.听 Client may not assign the Agreement to third parties without Lee鈥檚 written consent, which consent may be withheld at Lee鈥檚 reasonable discretion.

12.听 Advertising Content and Placement.听 Advertisements may only relate to Client's business, and neither rights nor obligations hereunder may be assigned to unaffiliated parties.听 Lee may reject or edit at any time any of Client鈥檚 advertising.听 All advertising positions are at the option of Lee, unless a particular position is identified in the Agreement.听 Failure to meet position requests will not constitute cause for adjustment, refund, rerun, termination or cancellation of the Agreement.听 If any of Client鈥檚 advertising relates to a specially-regulated industry, including without limitation healthcare, political advertising, cannabis, tobacco, financial services, legal services, weapons, and/or fireworks, Client expressly acknowledges and agrees that Client is fully responsible for compliance with all applicable regulations as provided in Section 13 below.

13.听 Representations and Warranties; Compliance with Fair Housing Act and Other Laws.听 Client represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Lee or otherwise used by Advertiser pursuant to this Agreement; (c) the advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any advertising; (e) no materials or digital files submitted hereunder will contain any virus or other potentially damaging code; and (f) it will act at all times in accordance with all applicable laws, rules and regulations, including without limitation the federal Fair Housing Act, which prohibits advertisements that indicate any preference, limitation, or discrimination because of race, color, religion, sex, disability, familial status, or national origin.听

14.听 Excusable Delays.听 Lee will not be liable for any damages related to delay or inability to perform due to causes beyond its control.听 Lee鈥檚 performance of its obligations under the Agreement will be suspended during such a delay or inability to perform and will not constitute a breach of the Agreement.听 Client may terminate the Agreement if Lee鈥檚 delay or inability to perform lasts more than thirty (30) days.

15.听 Limitation of Liability; Disclaimer of Warranties.听 IN NO EVENT WILL LEE, LEE鈥橲 AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND/OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER LEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.听 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.听 LEE鈥檚 maximum liability UNDER ANY AGREEMENT shall not exceed the AMOUNT PAID BY CLIENT TO LEE UNDER THE IO TO WHICH cLIENT鈥橲 CLAIM RELATES. LEE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING LEE鈥橲 SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ADVERTISEMENT; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.

16.听 No Waiver.听 Lee鈥檚 failure to insist upon the performance by Client of any term or condition of the Agreement or to exercise any of Lee鈥檚 rights under the Agreement will not result in any waiver of Lee鈥檚 rights or Client鈥檚 obligations in the future.

17.听 Privacy.听 Client acknowledges that visitors to any of Lee鈥檚 websites, including those on which Client鈥檚 advertising may appear, will be subject to the privacy policy posted on the respective site.

18.听 Miscellaneous.听 Client agrees to pay Lee for all expenses incurred by it to collect any amounts payable under the Agreement, including costs of collection, court costs and reasonable attorneys鈥 fees.听 The Agreement will be governed by the laws of the State of Iowa, without regard to its conflicts of laws principles, and all actions to enforce or interpret the Agreement must be brought in the federal or state courts located in Davenport, Iowa.听 If any provision of the Agreement is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision and the remainder of the Agreement shall be enforced to the fullest extent possible under applicable law. 听All covenants and agreements of the parties made in the Agreement will survive termination or expiration of the Agreement.听 The Agreement, any Addendums, and Lee鈥檚 current rate cards constitute the entire agreement between the parties and supersede any prior agreements relating to the subject matter of the Agreement.听 The Agreement may only be amended in a writing signed by both parties.

Schedule A

Sponsored Content and/or Brand Integration/Advertorial placements

As part of the sponsored content and/or brand integration/advertorial placements contemplated by and described elsewhere in this Agreement (the 鈥淧lacements鈥), and in addition to all other terms of the Agreement, this Schedule A is intended to clarify certain deliverables, role sorts, and responsibilities between Lee and Client in connection with such Placements.听 In the event of any direct and irreconcilable conflict between this Schedule A and the Terms and Conditions of the Agreement, this Schedule A shall control.

With the exception of Client鈥檚 trademarks, products/services, and claims related thereto as may be furnished by Client, to which Client grants Lee a limited license to use as contemplated hereunder (the 鈥淐lient Materials鈥), all of the content, services and/or materials furnished by Lee in connection with the Placements shall be considered 鈥淟ee Services and Materials鈥.听 With respect to the Lee Services and Materials, the parties agree as follows:

  1. Unless specifically set forth above, Client takes no ownership interest in any of the Lee Services and Materials (except for the Client Materials as such may be included therein).
  2. With respect to any Placements, Lee will endeavor to deliver each such proposed Placement in sufficient time to permit Client to meaningfully to review and provide feedback.听 Client will provide its feedback in a reasonable and timely manner and without intent to frustrate the purposes of this Agreement or cause Lee to incur unbudgeted costs.
  3. Notwithstanding Client鈥檚 review and/or feedback on any Placements, and except as otherwise specifically set forth elsewhere in the Agreement, Lee shall be responsible for planning, managing, and operating on a turnkey basis all aspects of the Placements (other than the Client Materials and any claims expressed or implied by them).听 With respect to all Lee Services and Materials, Lee shall be responsible for compliance with all responsibilities of a publisher, including without limitation: (a) clearing rights to content and third party materials as necessary (including without limitation obtaining all necessary rights to feature any people, places, music, or products in the Lee Services and Materials but excluding any featured in the Client Materials); and (b) placing any disclosures as may be mandated by the FTC or any other regulatory or governmental bodies.
  4. In addition to its representations and warranties as set forth in the Terms and Conditions of the Agreement, Client represents and warrants to Lee that no Client Materials supplied or made available by it for use in or in connection with the Placements will (a) violate any laws, rules or regulations (including without limitation those relating to consumer health and safety); (b) make statements or claims about Client鈥檚 products or services that Client cannot lawfully substantiate; or (c) infringe upon or violate any rights of any third party, including without limitation copyrights, patents, trademarks, or personal rights (including civil rights and rights of privacy or publicity).

Schedule B

Custom Advertising Content to be Created or Sourced by Lee

In connection with the custom advertising content contemplated by and described elsewhere in this Agreement (the 鈥淎dvertising Content鈥), and in addition to all other terms of the Agreement, this Schedule B is intended to clarify certain deliverables, role sorts, and responsibilities between Lee and Client in connection with such Advertising Content. 听In the event of any direct and irreconcilable conflict between this Schedule B and the Terms and Conditions of the Agreement, this Schedule B shall control.

With the exception of Client鈥檚 trademarks, creative and/or editorial content furnished by Client, Client鈥檚 products/services, and claims related thereto as may be furnished by Client, to which Client grants Lee a limited license to use as contemplated hereunder (the 鈥淐lient Materials鈥), all of the content, services and/or materials furnished by Lee in connection with the Advertising Content shall be considered 鈥淟ee Services and Materials鈥.听 With respect to the Lee Services and Materials, the parties agree as follows:

  1. Unless specifically set forth above, Client takes no ownership interest in any of the Lee Services and Materials (except for the Client Materials as such may be included therein).
  2. Client shall have reasonable review and consultation rights with respect to the Advertising Content as described on this Schedule A.听 With respect to any Advertising Content, Lee will endeavor to incorporate such direction as may be furnished by Client via briefing or otherwise and will endeavor to deliver proposed Advertising Content in sufficient time to permit Client to meaningfully to exercise its right to review and provide feedback.听 Client will exercise its rights (if any and if applicable) in a reasonable and timely manner and without intent to frustrate the purposes of this Agreement or cause Lee to incur unbudgeted costs, and provided further that Client鈥檚 review, direction, and feedback will be solely for the purpose of determining whether the proposed Advertising Content is generally consistent with Client鈥檚 general aims and objectives as have been shared with Lee.
  3. With respect to all Advertising Content (but excluding any Client Materials), Lee shall be responsible for compliance with all responsibilities of an advertising agency, including without limitation clearing rights to content and third party materials as necessary.
  4. In addition to its representations and warranties as set forth in the Terms and Conditions of the Agreement, Client represents and warrants to Lee that no Client Materials supplied or made available by it for use in or in connection with the Advertising Content will (a) violate any laws, rules or regulations (including without limitation those relating to consumer health and safety); (b) make statements or claims about Client鈥檚 products or services that Client cannot lawfully substantiate; or (c) infringe upon or violate any rights of any third party, including without limitation copyrights, patents, trademarks, or personal rights (including civil rights and rights of privacy or publicity).
  5. Client recognizes, acknowledges, and agrees that Lee is not a signatory, authorizer, or otherwise bound by any collective bargaining agreement with SAG-AFTRA, including without limitation the SAG-AFTRA Commercials Contract (each, a 鈥淐BA鈥), and that none of the materials hereunder will be produced under the jurisdiction of any CBA; Client represents and warrants that Lee鈥檚 services hereunder will not implicate or create any claims under any CBA.