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STANDARD ADVERTISING TERMS & CONDITIONS


The following terms and conditions (the “Terms” or “Agreement”) are deemed incorporated into the attached Advertisement Placement Order(s) (each, once agreed to by the parties, an “Order” and collectively “Orders”):

  1. Terms of Payment.  The Advertiser listed on the front page of the Order(s) (“Advertiser”) will be invoiced according to the terms as stated on the Order(s).  Payment shall be made to Reed Exhibitions, a division of Reed Elsevier Inc. (“Company”) on or before the date(s) as specified in the Order(s).  Amounts paid after such date(s) will bear interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less). 

  2. Delivery and Positioning of Advertisements.  Subject to the terms and conditions of this Agreement, Advertiser hereby appoints Company and Company accepts such appointment to display Advertiser's advertisements or promotions (collectively, “advertisements”) on Company's web site, currently located at http://www.ISC365.com (the “Web Site”).  Company agrees to use commercially reasonable efforts to provide the total number of impressions or other metrics of advertising requested in the Order(s).  Except as expressly provided in an Order, positioning of advertisements is within the sole discretion of Company.  Advertiser acknowledges that, except as expressly provided in an Order, Company has not made any guarantees with respect to usage statistics or levels of impressions for any advertisement.  Notwithstanding anything to the contrary set forth in these Terms or in any Order, Company may, in its sole discretion, provide Advertiser with estimated usage statistics only as a courtesy to Advertiser and shall not be held liable for any claims relating to said usage statistics.  If a stated number of impressions is specified in the Order(s) and Company fails to deliver such stated number within the specified time frame, Company at its sole discretion may extend the period(s) for running Advertiser’s advertisements until such impressions are delivered or alternatively refund any prepayments or cancel any fees due for such impressions not delivered.  Company shall be solely responsible for all tracking of advertisements.

  3. Renewal.  Except as expressly set forth in an Order, any renewal of such Order and acceptance of any additional advertising order will be at Company's sole discretion.  Pricing for any renewal period is subject to change by Company from time to time.

  4. No Assignment or Resale of Ad Space.  Except as expressly set forth in an Order, Advertiser may not resell, assign or transfer any of its rights hereunder.  In the event of any attempt to resell, assign or transfer any of such rights, Company may immediately terminate this Agreement, without liability to Company.  In such an event, Advertiser will not be paid a refund of any amounts paid hereunder.

  5. Limitations of Liability.  If Company fails to publish an advertisement in accordance with the Order agreed upon pursuant to this Agreement (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in an Order), including any failure to deliver an agreed upon number of impressions within a particular time frame, Company's sole liability to Advertiser will be limited to, at Company's option, either a refund of the advertising fee (or portion thereof) relating thereto or placement of the advertisement at a later time in a comparable position.  IN NO EVENT WILL COMPANY BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - REGARDLESS OF WHETHER COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.  MOREOVER, COMPANY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE ADVERTISEMENTS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY ADVERTISER TO COMPANY UNDER THE APPLICABLE ORDER. 

  6. Advertiser's Representations and Warranties; Indemnification.  Advertiser is solely responsible for any legal liability arising out of or relating to (a) any advertisement, and/or (b) any material to which users can link through the advertisement. Advertiser represents and warrants that: (i) Advertiser owns all of the unencumbered necessary rights to permit the publication, distribution and use of the advertisement by Advertiser for the purposes of this Agreement; and (ii) the use, reproduction, distribution, or transmission of the advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary, property or other right of a third party, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or violation of any antidiscrimination law or regulation (collectively “Indemnified Violation”). Advertiser indemnifies and agrees to hold harmless and defend Company and its employees, officers, directors, shareholders, affiliates, contractors and agents from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses, arising out of or related to Advertiser's breach (or with regard to the defense thereof, alleged breach) of this Agreement or any of the representations and warranties contained herein, including without limitation any liability, loss, damages, claims, or causes of action arising from an Indemnified Violation.

  7. No Company Warranties. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR ITS WEB SITE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DISCLAIMS ANY WARRANTY REGARDING THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENT OF ADVERTISER AND ANY WARRANTY THAT COMPANY'S WEB SITE WILL FUNCTION WITHOUT INTERRUPTION OR THAT IT IS ERROR-FREE.  To the extent that a warranty may not as a matter of applicable law be disclaimed, the scope of such warranty will be the minimum permitted under such law.

  8. Intellectual Property Rights.  Each of Company and Advertiser owns its respective web site(s) and the material and content on such web sites.  Except as set forth in the next sentence, nothing herein grants to one party any right, title, or license to the other party's intellectual property rights.  Advertiser grants to Company a nonexclusive, royalty-free license to set up, display, transmit and publish Advertiser's advertisement (including any name, trademarks and service marks shown) and to link to the advertised web site during the term of the Agreement between Company and Advertiser.  Upon termination of this Agreement, Company will uninstall the Advertiser's advertisement, and terminate the link to Advertiser's advertised web site.  Nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of Company in any advertisement, sales promotion or press release without Company's prior written approval.

  9. Provision of Advertising Materials.  Advertiser will provide all materials for the advertisement (including without limitation GIF, JPEG and other necessary files), in accordance with Company's policies in effect from time to time, including without limitation policies regarding the manner of transmission to Company and the time prior to publication of the advertisement which in any event shall not be later than three (3) days prior to the scheduled commencement date of the publication of the advertisement.  Company will not be required to publish any advertisement not received in accordance with such policies and shall have no liability to Advertiser for not publishing advertisements in such event.  Advertiser shall be responsible to pay Company according to the terms of the Order for any time period in which the advertisement is not published, commencing on the scheduled commencement date, to the extent the delay or failure to publish the advertisement is due to Advertiser's failure to deliver the advertisement in accordance with these policies.  

  10. Right to Reject Advertisement.  All contents of advertisements are subject to Company's sole approval.  Except as expressly set forth in an Order, Company reserves the right in its sole discretion to reject, cancel or remove any advertisement, space reservation or position commitment at any time.  In addition, Company may, in its sole discretion, reject any URL link embodied within any advertisement and/or reject or terminate the display of an advertisement, if such link or advertisement fails to conform to applicable laws and regulations, Company's policies, or the public interest.  Company may reject or remove an advertisement for an advertised web site that is not functional or that Company deems unsuitable for linking to Company.

  11. No Agency.  The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other.  This Agreement will not be construed to create or imply any partnership, agency or joint venture.

  12. Cancellations and Termination.  Except as expressly set forth in an Order or below, all Orders are non-cancelable by Advertiser.  If Company rejects or removes any advertisement in accordance with Section 10, Advertiser's sole remedy will be that Company will display other advertisements of Advertiser mutually agreed upon by the parties, or if no agreement can be reached, Company will refund any unused portion of any fees that Advertiser has paid in advance for the display of such advertisements.  Either party may terminate an Order upon the material breach by the other party that is not cured within thirty (30) days of receipt of notice (or ten (10) days in the event of failure to make any payment when due).

  13. Construction.  Except as expressly set forth in an Order, no terms or conditions other than these Terms will be binding on Company.  In the event of any inconsistency between any Order and these Terms, these Terms shall control.

  14. Confidentiality.  The terms and conditions of this Agreement are confidential information of Company and Advertiser shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Agreement without the prior written approval of Company.

  15. Force Majeure/Interruption.  Neither party shall be liable for any failure to perform any of its obligations under this Agreement (except payment obligations) due to unforeseen circumstances or causes beyond the party's reasonable control, including without limitation, acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, system failure or inability to secure transmission facilities (“Force Majeure”).  Time for performance will be extended by such Force Majeure; provided however that either party may terminate this Agreement upon written notice to the other party in the event that such other party has suspended performance of its obligations under this Agreement pursuant to this Section for more than sixty (60) days.

  16. Miscellaneous.  These Terms, together with applicable Orders, (i) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any previous oral or written arrangements or understandings relating thereto, (ii)  may be signed in counterparts, (iii) shall be governed by the laws of the State of Connecticut (other than the conflicts of laws provisions thereof), (iv) may be amended, terminated or waived only in a writing signed by both parties, and (v) may not be assigned, in whole or in part, directly or indirectly, by operation law or otherwise, by Advertiser.  Any action to enforce, arising out of, or relating in any way to, any of these Terms or any applicable Orders shall be brought and prosecuted in such court or courts located in Connecticut as is provided by law; and the parties consent to the exclusive jurisdiction and venue of said court or courts and the service of process by registered mail, return receipt requested, or by any other manner provided by law.  Advertiser acknowledges and agrees that certain technical aspects of Company’s obligations hereunder may be performed by Company’s subcontractors and vendors.