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Advertising Standard Terms and Conditions

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1.  APPLICATION   These terms and conditions, between AuthenticGraphicDesigns and Agency and Advertiser (“Standard Terms”) shall apply to any purchase made by Advertiser, or by Agency on behalf of Advertiser, for the placement of any form of advertising or promotion on any AuthenticGraphicDesigns service, including but not limited to, networks and web sites. The Standard Terms, along with the applicable Insertion Order, shall constitute the agreement between AuthenticGraphicDesigns and Agency and/or Advertiser with respect to the specific advertising placement (the “Agreement”).

2.  TERMINATION   AuthenticGraphicDesigns may terminate this Agreement at any time (i) upon material breach by Agency or Advertiser, (ii) pursuant to paragraph 4 hereof, or (iii) if Agency's or Advertiser's credit is, in AuthenticGraphicDesigns's reasonable opinion, impaired. Upon any termination by AuthenticGraphicDesigns, all unpaid accrued charges shall immediately become due and payable.

3.  FORCE MAJEURE    If, as a result of an act of God, force majeure, public emergency, labor dispute, restriction imposed by law or other governmental order, technical failures or for any other cause beyond AuthenticGraphicDesigns's reasonable control, AuthenticGraphicDesigns fails to telecast or otherwise provide access to any or all of the advertisement, announcement or program to be provided hereunder, AuthenticGraphicDesigns shall not be in breach hereof but AuthenticGraphicDesigns shall be authorized to substitute a reasonably satisfactory date and time to telecast or provide access and if no such time is available the time charges allocable to the omitted access will be waived.

4.  PRE-EMPTIONS   AuthenticGraphicDesigns shall have the right to cancel any telecast or portion thereof covered by this Agreement, for any reason, including but not limited to, telecasting any program or event, which, in its sole discretion, it deems to be of public interest or of significance. In the event a satisfactory substitute date and time is not agreed upon, the telecast so pre-empted shall be deemed cancelled and the charges allocable thereto, cancelled.

6.  INDEMNIFICATION   Agency and Advertiser will jointly and severally indemnify and hold harmless AuthenticGraphicDesigns from and against all claims, demands, debts, obligations, or charges (including reasonable attorneys’ fees and disbursements) which arise out of or result from Agency's and/or Advertiser's breach of any obligations, representations, or warranties hereunder, or the appearance of materials, or contemplated appearance of materials, furnished by or on behalf of Agency or Advertiser or furnished by AuthenticGraphicDesigns for the benefit of Agency and/or Advertiser. The provisions of this paragraph shall survive the termination or expiration of this Agreement.

7.  GENERAL   (a)   No conditions, printed or otherwise, appearing on Agreements, insertion orders, or instructions, which conflict with the provisions of this confirmation Agreement will be binding on AuthenticGraphicDesigns, unless agreed by the parties.

(b)   Unless otherwise agreed by AuthenticGraphicDesigns and Agency or Advertiser, with respect to on-line advertisements, AuthenticGraphicDesigns shall have the right to insert the advertising in various areas of the applicable website from time to time in its discretion and all advertising positioning/placement clauses or conditions will be treated as requests and cannot be guaranteed. Subject to the terms and conditions hereof, with respect to on-air advertisements, AuthenticGraphicDesigns will telecast the advertising and programs covered by this Agreement on the date and at the approximate hour and time agreed upon by the parties. Advertising placed in VOD services shall be available according to the schedule agreed by the parties. AuthenticGraphicDesigns shall have no obligation to telecast for the benefit of any person other than Agency and Advertiser or for a product or service other than that agreed upon by the parties. Under-delivery that is not cleared within one year of the end date of the media schedule will be considered delivered.

(c)   In consideration of AuthenticGraphicDesigns’s provision of advertising, Agency and Advertiser acknowledge and assume full responsibility and will be jointly and severally liable for payment of all services that AuthenticGraphicDesigns orders, provides and/or renders on behalf of the Advertiser. Advertiser and Agency will pay for all such services within thirty (30) days from the date of the invoice. Interest will be added to all past due payments at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law, calculated from the date of invoice. Advertiser and Agency agree to pay and will be jointly and severally liable for all costs of collection, including, without limitation, court costs and such attorney’s fees as are permitted by law.

(d)   Orders for advertising shall be non-cancelable after ten (10) business days prior to the first date on which it is scheduled to appear within the specified AuthenticGraphicDesigns site, network or service and through the advertising period agreed to pursuant to the insertion order.

(e)   Advertiser and/or Agency shall notify AuthenticGraphicDesigns in writing within thirty (30) days from the date of invoice of any discrepancy or disagreement with any telecast, advertisement, service, and/or the amount charged for the same. Advertiser’s and/or Agency’s failure to report any such discrepancy or disagreement in writing within such time will constitute a waiver of any claim relating to such discrepancy or disagreement.

(f)   The parties will attempt to make up for audience shortfalls, if any, versus the quarterly guidelines set forth above through the provision of Audience Deficiency Units (ADUs). The parties will work together to do so within the 12 months immediately following the end of flight; if they cannot do so within 24 months of the end of flight, Advertiser agrees that AuthenticGraphicDesigns will have delivered on this contract in full and in no event has any further obligations under this contract.

(g) Unless otherwise specifically agreed upon by the parties, no cash discounts, volume discounts or other discounted rates will apply.

(h)   AuthenticGraphicDesigns, Agency and Advertiser acknowledge that they will have access to certain trade secrets and other non-public confidential information of each other during and in connection with the performance of services ("Confidential Information"), and each hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than the performance of services pursuant to these Standard Terms. All such Confidential Information and trade secrets are and shall remain the exclusive property of their respective owner and no license shall be granted or implied with respect to such Confidential Information or trade secrets by reason of access to the same in connection with the performance of services hereunder. The foregoing agreement of non-use and nondisclosure shall survive any termination or expiration of any agreement between the parties and shall continue in full force and effect for a period of three (3) years from the date of the Agreement.

(i)   This agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law principles or provisions. Any suit, action or proceeding brought in connection with or arising under this Agreement must be brought in a Federal, State or local court of competent jurisdiction located in Fulton County, Georgia, and Advertiser and Agency hereby expressly consent to the exclusive jurisdiction thereof.

(j)   In the event of a breach hereof by AuthenticGraphicDesigns, the exclusive remedy of Advertiser and Agency therefore shall be a credit for substituted advertising time of equal value, and in no event shall AuthenticGraphicDesigns be liable for any consequential or incidental damages, or monetary damages of any type.

(k)   This Agreement is subject to the terms of licenses held by AuthenticGraphicDesigns and is subject also to all laws and regulations now enforced or which may be enacted in the future, including but not limited to the rules and regulations of the Federal Communications Commission and Ofcom, where applicable.

(l)   As used herein the term "AuthenticGraphicDesigns" shall refer to the division or subsidiary of AuthenticGraphicDesigns Broadcasting System, Inc. which will provide access for the advertisement purchased pursuant to this Agreement.

(m)   The party placing advertising on behalf of Advertiser and Agency acknowledges that it has the authority to do so and that by its placement has caused both Advertiser and Agency to be bound by the terms hereof. Agency shall be deemed to be acting as the principal and the authorized agent for any advertiser for whom Agency may order advertising or related services and/or on whose behalf Agency places advertising with AuthenticGraphicDesigns, including, without limitation, Advertiser, liability being joint and several.

(n)  A waiver by AuthenticGraphicDesigns of any of the terms or conditions of this Agreement shall not be deemed to be a waiver of such terms or conditions for the future, or of any subsequent breach thereof, nor shall any such waiver relieve Agency or Advertiser from their obligations to comply strictly with the terms and conditions of this agreement.

(o) If any term or condition of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(p)   Advertiser and Agency acknowledge and agree that time is of the essence in this Agreement.

End of Standard Terms and Conditions

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