ML - Modern Luxury Media Kit

53 5. All invoices are due and payable within 30 days of invoice date at Publisher's principal place of business, FILE 1959 1801 W. Olympic Blvd. Pasadena, CA 91199-1959. If payment of any statement or statements has not been made to Publisher as provided above, Publisher at its option, and in its sole discretion, may, without waiving any other rights hereunder, do any or all of the following: (i) require one or more of the Advertiser Parties to arrange for special credit terms, including a promissory note and a corporate or personal guarantee, (ii) refuse to accept any further advertising orders or requests from any Advertiser Party until all past-due payments are made, or (iii) terminate this Agreement. Publisher, and/or any of its affiliates, in its/their sole and absolute discretion, shall be entitled to offset any amounts due and payable to any Advertiser Party and/or any of its affiliates, against amounts due and payable to Publisher under the terms of this Agreement. Any account outstanding more than 30 days from the invoice date is subject to a service charge equal to two percent (2%) per month (i.e., twenty-four percent (24%) per annum) of any unpaid amounts. 6. Any billing statement submitted by Publisher to any Advertiser Party shall be conclusive as to the correctness of the items therein set forth and shall constitute an account stated unless objection is made to such statement in writing and delivered to Publisher on or before the due date of such statement. 7. In the event Publisher, in its sole discretion, deems it necessary or advisable to bring suit to collect amounts due and owing hereunder, Publisher shall be entitled to recover its reasonable costs of collection, including reasonable attorneys' fees, investigator's costs, and other court costs, plus interest on all unpaid sums calculated at the rate of two percent (2%) per month (i.e., twenty-four percent (24%) per annum). per month (i.e., twenty-four percent (24%) per annum). C. Terms of Purchase & Rates 1. The specific terms and rates in respect of any purchase order for placement of one or more advertisements under this Agreement shall be set forth in an Advertising Agreement (Dollar-Volume) Insertion Order in substantially the form as attached hereto as Exhibit B (each, "Insertion Order"). 2. Each Insertion Order shall be subject to the terms and conditions of this Agreement and shall not (and shall not purport to) amend, modify or replace any of the terms set forth herein. In the event of any conflict between any Insertion Order and this Agreement, the terms, conditions and provisions of this Agreement shall govern. 3. As reflected in Section A (3) above, Publisher will make reasonable attempts to honor space reservation requests. However no positioning will be guaranteed without the prior written approval of Publisher and Sales Operations team. In the event the Advertiser submits a space order specifying pages or requested advertising of insertion in certain positions with the proviso "or omit" that is approved, Publisher reserves the right to unilaterally reconfigure the content of such space order to a format acceptable to Publisher in its sole and absolute discretion. D. Termination 1. Publisher may terminate this Agreement immediately at any time and for any reason, with or without cause. Upon termination of this Agreement by Publisher, any advertising actually published shall be charged at the applicable discount rate earned as set forth in the Rate Card as in effect on the relevant date(s) of publication. Payment for all such advertising shall be due and payable immediately upon the termination of this Agreement. 2. No Contract or Insertion Order can be cancelled without the express written consent of the Publisher. All cancellation requests must be received and approved by Publisher in writing no less than 30 days from published space reservation closing date. Upon termination of this Agreement, any advertising purchased (whether or not actually published) as of the date of termination shall be charged at the applicable discount rate earned as set forth in the Rate Card as in effect on the relevant date(s) of publication. As reflected in Section B (3) above, the Publisher may "short rate" the advertiser to reflect the actual discount rate earned at the time of approved cancellation based on the actual number of ads run through cancellation date. Payment for all such advertising run, including "short rate" charges, shall be due and payable immediately upon the termination of this Agreement. E. General Terms 1. By execution of this Agreement, each Advertiser Party hereby agrees, acknowledges and/or represents and warrants, as applicable, as follows: (i) such Advertiser Party has received the Rate Card in effect as of the Effective Date (attached hereto as Exhibit A) and acknowledges that the contents of such Rate Card are subject to change over time pursuant to the terms of this Agreement; (ii) all advertising purchased under this Agreement is and shall be for business purposes only, and not for any personal, family, household or agricultural purposes of any Advertiser Party; (iii) the Advertiser Parties, jointly and severally, hereby assume liability to Publisher for payment of all sums which are or may become due to Publisher hereunder, without offset for any payments made by any Advertiser Party to another Advertiser Party; (iv) such Advertiser Party hereby expressly consents to being contacted by Publisher in the future, in Publisher's sole discretion, with offers via facsimile, email, telephone, regular mail or other means, provided that such (provided that Publisher will provide to Advertiser and/or Agency a mechanism for Advertiser and/or Agency to opt out of future receipt of such offers); (v) each Agency is hereby authorized to perform for Advertiser as Advertiser's agent such of those terms of this Agreement as may require or permit such performance, and each such Agency is hereby expressly authorized by Advertiser to enter into and perform under this Agreement on and behalf of Advertiser; (vi) such Advertiser Party has the legal power and authority to execute, deliver and perform this Agreement; the execution, delivery and performance by such Advertiser Party of this Agreement has been duly authorized by all necessary action thereof; this Agreement constitutes the legal, valid and binding obligation of such Advertiser Party, enforceable against such Advertiser Party in accordance with its terms; and the execution, delivery and performance of this Agreement will not cause or result in a violation of any law, of such Advertiser Party's charter documents (if any) or of any contract by which such Advertiser Party is bound; and (vii) such Advertiser Party is sophisticated and knowledgeable in the industry and subject matter relating to the terms of this Agreement and that such Advertiser Party has been advised by Publisher, and has been given the opportunity, to review the terms of this Agreement with such Advertiser Party's legal counsel. 2. No waiver of any of the provisions of this Agreement or any default in payment shall be deemed, or shall constitute, a waiver of any other provision or default, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver by the Publisher shall be binding unless evidenced by an instrument in writing and executed by the Publisher. 3. This Agreement shall not be assigned by any Advertiser Party without the express written consent of Publisher. 4. It is agreed that this Agreement (including the Rate Card) constitutes the entire agreement between the parties in respect of the subject matter hereof. No representative of Publisher is authorized to make any oral modification to this Agreement or the Rate Card and no such purported oral modification shall be given effect. In case of any conflict between this Agreement and the Rate Card, this Agreement shall control. This Agreement may be amended only by specific terms expressed in a writing signed by each Advertiser Party and Publisher, and may not be supplemented, expanded, modified or revised, in any way, by or through any invoice, order, request or notice of or from an Advertiser Party. 5. Neither (i) this Agreement (or any amendment hereto) nor (ii) any Purchase Order shall be binding against Publisher unless and until signed by an authorized Vice President of Publisher. 6. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, such provision or application shall be deemed severable and the remainder of this Agreement, and all other applications thereof, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law. 7. This Agreement, and the rights and obligations of the parties hereto, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict laws thereof. Each party hereto hereby (i) consents to the jurisdiction of the courts of the State of Nevada located in Clark County, Nevada, in the event any action is brought for declaratory relief or enforcement of any of the terms and provisions of this Agreement and (ii) waives any objection based on forum non conveniens and any objection to venue of any action instituted hereunder. 8. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one Agreement, including executed signature pages delivered by facsimile. TERMS & CONDITIONS

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